Final Official Statement (City Center Phase II and Midtown Phase 1A Bonds)
NEW ISSUE Rating: S&P Global Ratings “AA+”
Book-Entry-Only
This Final Official Statement is dated July 21, 2016
Interest on the Bonds is not excludable from gross income for federal income tax purposes. In the opinion of Barnes & Thornburg LLP,
Indianapolis, Indiana (“Bond Counsel”), under existing laws, interest on the Bonds is exempt from income taxation in the State of Indiana, except
for the financial institutions tax. See “TAX MATTERS” and Appendix F herein.
$29,720,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
(City Center II and Midtown Phase 1A Projects)
Original Date: Date of Delivery (August 4, 2016) Due: January 15 and July 15, as shown on inside cover page
The City of Carmel Local Public Improvement Bond Bank (the “Bond Bank”) is issuing $29,720,000 of its Taxable Special Program Bonds, Series
2016 (City Center II and Midtown Phase 1A Projects) (the “Bonds”) for the purpose of providing funds to (a) purchase the Qualified Obligations,
as further described and defined herein, and (b) pay the costs of issuance of the Bonds, together with certain related expenses. A portion of the
purchase price of the Qualified Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest on the Bonds and
costs of issuance of the Qualified Obligations, together with certain related expenses, all as more fully described herein.
The Bonds are authorized by a resolution adopted by the Board of Directors of The City of Carmel Local Public Improvement Bond Bank on June
28, 2016, and are issued under and secured by the Trust Indenture dated as of August 1, 2016 (the “Bond Bank Indenture”) between the Bond Bank
and The Huntington National Bank, in Indianapolis, Indiana, as trustee, registrar and paying agent (the “Trustee”). The City of Carmel
Redevelopment District (the “Redevelopment District”) and the Carmel Redevelopment Authority (the “Authority”) (collectively, the “Qualified
Entities”) will deliver their respective Qualified Obligations to the Bond Bank, pursuant to the terms of separate purchase agreements with the
Bond Bank setting forth the definitive terms and conditions of the purchase of the respective Qualified Obligations.
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds established and pledged therefor under the Bond
Bank Indenture, as more fully described herein, which includes the revenues and funds received from the Qualified Entities with respect to the
Qualified Obligations. The Bonds do not constitute a debt, liability, loan of the credit or pledge of the faith and credit of the State of Indiana (the
“State”) or any political subdivision thereof, including any Qualified Entity, under the constitution and laws of the State or a pledge of the faith,
credit and taxing power of the City, the State or any political subdivision thereof, including any Qualified Entity. The sources of payment of, and
security for, the Bonds are more fully described herein. The Bond Bank has no taxing power. The Bond Bank will not maintain a debt service
reserve fund for the Bonds.
The Bonds are secured by debt service payments on the Qualified Obligations. The payments on the Qualified Obligations have been structured to
be sufficient to pay the principal of and interest on the Bonds when due. The 2016 District Bonds (Qualified Obligation 1) (defined herein) are
payable from a special benefits tax (a form of ad valorem property tax) levied on all taxable property within the Carmel Redevelopment
District (the “Redevelopment District”). The 2016D Authority Bonds (Qualified Obligation 2) (defined herein) are payable from lease rental
payments, which lease rental payments are secured by and payable from a special benefits tax (a form of ad valorem property tax) levied
on all taxable property within the Redevelopment District. The boundaries of the City and the Redevelopment District are coterminous.
See “SECURITIES BEING OFFERED” herein for a more detailed description for the security and expected sources of payment for each of the
Qualified Obligations.
The Bonds are subject to redemption prior to maturity as described herein. See “THE BONDS—Redemption Provisions” herein.
The Bonds will be issued only as fully registered bonds, and when issued, will be registered in the name of Cede & Co., as nominee for The
Depository Trust Company (“DTC”). Purchases of beneficial interests in the Bonds will be made in book-entry-only form in the denomination of
$5,000 or any integral multiples thereof. Purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive physical delivery
of certificates representing their interests in the Bonds. Interest on the Bonds will be payable semiannually on January 15 and July 15 of each year,
beginning January 15, 2017. Principal and interest will be disbursed on behalf of the Bond Bank by the Trustee. Interest on the Bonds will be paid
by check, mailed one business day prior to the interest payment date or by wire transfer to depositories. The principal of and premium, if any, on
the Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Trustee. Interest on,
together with the principal of, the Bonds will be paid directly to DTC by the Trustee so long as DTC or its nominee is the registered owner of the
Bonds. The final disbursement of such payments to the Beneficial Owners of the Bonds will be the responsibility of the Direct Participants and the
Indirect Participants. See “BOOK-ENTRY-ONLY SYSTEM.”
This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official
Statement to obtain information essential to the making of an informed investment decision.
MATURITY SCHEDULE
(Base CUSIP* 143287)
Maturity
Principal
Interest
Rate
CUSIP
Maturity
Principal
Interest
Rate
CUSIP
January 15, 2020 $525,000 1.576% BH2 July 15, 2023 $550,000 2.163% BQ2
July 15, 2020 405,000 1.626% BJ8 January 15, 2024 555,000 2.292% BR0
January 15, 2021 410,000 1.726% BK5 July 15, 2024 560,000 2.342% BS8
July 15, 2021 530,000 1.776% BL3 January 15, 2025 570,000 2.442% BT6
January 15, 2022 535,000 1.913% BM1 July 15, 2025 575,000 2.492% BU3
July 15, 2022 540,000 1.963% BN9 January 15, 2026 585,000 2.592% BV1
January 15, 2023 545,000 2.113% BP4 July 15, 2026 590,000 2.642% BW9
Term Bonds
$5,070,000 of Term Bonds at 3.192% due July 15, 2030, CUSIP BY5
$2,785,000 of Term Bonds at 3.392% due July 15, 2032, CUSIP BZ2
$14,390,000 of Term Bonds at 3.762% due January 15, 2041, CUSIP CB4
Note: Price of all Bonds: 100%
* Copyright 2016 CUSIP Global Services. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of the America
Bankers Association by S&P Global Marketing Intelligence.
The Bonds are being offered for delivery when, as and if issued and received by the Underwriters and subject to the
approval of legality by Barnes & Thornburg LLP, Indianapolis, Indiana. Certain legal matters will be passed on for
the City by Douglas C. Haney as Corporation Counsel for the City, for the Carmel Redevelopment Commission by
its counsel Wallack Somers & Haas, P.C., and for the Underwriters by their counsel, Faegre Baker Daniels LLP,
Minneapolis, Minnesota and Indianapolis, Indiana. Certain items will be passed on by Barnes & Thornburg LLP,
Indianapolis, Indiana, as special counsel to the Bond Bank. The Bonds are expected to be available for delivery via
the FAST System of DTC in Indianapolis, Indiana, on August 4, 2016.
IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET,
AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, broker, salesman or other person has been authorized by the Bond Bank or the Underwriters to give any
information or to make any representations, other than those contained in this Official Statement, in connection with
the offering of the Bonds, and, if given or made, such other information or representations must not be relied upon
as having been authorized by the Bond Bank or the Underwriters. This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities described herein by any
person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The
information set forth herein has been obtained from the Bond Bank, and other sources which are believed to be
reliable, but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein
are subject to change without notice and neither the delivery of this Official Statement nor any sale of the securities
described herein shall, under any circumstances, create any implication that there has been no change in the
information presented herein since the date hereof. However, upon delivery of the Bonds, it is anticipated that the
Bond Bank will provide a certificate stating that there have been no material changes in the information contained in
this Official Statement since the date hereof.
THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS
OFFICIAL STATEMENT: THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS
OFFICIAL STATEMENT IN ACCORDANCE WITH AND AS PART OF THEIR RESPONSIBILITIES TO
INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND
CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE BONDS OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES HERETO, CONTAINS STATEMENTS
WHICH SHOULD BE CONSIDERED “FORWARD-LOOKING STATEMENTS,” MEANING THEY
REFER TO POSSIBLE FUTURE EVENTS OR CONDITIONS. SUCH STATEMENTS ARE GENERALLY
IDENTIFIABLE BY THE WORDS SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “BUDGET,” OR
SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,
PERFORMANCE, OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. POTENTIAL INVESTORS SHOULD NOT PLACE UNDUE
RELIANCE ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS
ARE MADE AS OF THE DATE OF THIS OFFICIAL STATEMENT. THE BOND BANK HAS NOT
ASSUMED ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.
WHILE THE BOND BANK HAS NO REASON TO BELIEVE THAT THE ASSUMPTIONS THAT HAVE
BEEN USED IN THESE FORWARD-LOOKING STATEMENTS ARE NOT REASONABLE, THESE
ASSUMPTIONS INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND
FUTURE LEGAL AND REGULATORY CIRCUMSTANCES AND CONDITIONS, ALL OF WHICH ARE
DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND
THE CONTROL OF THE BOND BANK. AS A RESULT, ACTUAL RESULTS WILL UNDOUBTEDLY
DIFFER, AND MAY DIFFER MATERIALLY, FROM THOSE DISCUSSED IN SUCH FORWARD-
LOOKING STATEMENTS. THE BOND BANK DOES NOT EXPECT OR INTEND TO ISSUE ANY
UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR
RESPECTIVE EXPECTATIONS OR CHANGES, OR EVENTS, CONDITIONS, OR CIRCUMSTANCES
ON WHICH SUCH STATEMENTS ARE BASED, OCCUR.
The order and placement of material in this Official Statement including the Appendices, are not to be deemed a
determination of relevance, materiality or importance, and this Official Statement, including the cover page and
Appendices, must be considered in its entirety.
In making an investment decision, investors must rely on their own examination of the information presented in this
Official Statement concerning the Bonds, Bond Bank, Qualified Entities, Qualified Obligations and the terms of the
offering, including the merits and risks involved. These Securities have not been recommended by any federal or
state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document. Any representations to the contrary is a criminal offense.
____________________
TABLE OF CONTENTS
Page(s)
Introduction to the Official Statement ..................................................................................................................... 1
Sources and Uses of Funds ............................................................................................................................... 5
Schedule of Amortization $29,720,000 Principal Amount of
The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2016 ............................................................................................... 6
Securities Being Offered
Authorization and Approval Process of the Bonds ........................................................................................... 7
Security and Sources of Payment of the Bonds ................................................................................................ 7
The Qualified Entities and The Qualified Obligations ..................................................................................... 7
Qualified Obligations of the City of Carmel Redevelopment District .............................................................. 7
Qualified Obligations of the Carmel Redevelopment Authority ...................................................................... 9
Enforcement of the Qualified Obligations .......................................................................................................11
Funds and Accounts ........................................................................................................................................11
Risks to Bondholders .......................................................................................................................................12
Investment of Funds ........................................................................................................................................13
The Bonds
Interest Calculation ..........................................................................................................................................13
Redemption Provisions ....................................................................................................................................14
Book-Entry-Only System ................................................................................................................................15
Procedures for Property Assessment, Tax Levy and Collection .............................................................................17
Circuit Breaker Tax Credit .....................................................................................................................................19
Continuing Disclosure ............................................................................................................................................21
Bond Rating ............................................................................................................................................................23
Underwriting ...........................................................................................................................................................23
Financial Advisor ...................................................................................................................................................23
Legislative Proposals ..............................................................................................................................................24
Tax Matters .............................................................................................................................................................24
Litigation ................................................................................................................................................................25
Certain Legal Matters .............................................................................................................................................25
Legal Opinions and Enforceability of Remedies ....................................................................................................25
Appendices:
A General Information
B Accounting Report
C Summary of Certain Provisions of the Bond Bank Indenture
D District Bond Resolution (Related to Qualified Obligation #1)
E Summary of Certain Legal Documents Related to Qualified Obligation #2
F Form of Opinion of Bond Counsel
G Form of Continuing Disclosure Undertaking Agreement
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PROJECT PERSONNEL
Names and positions of officials and professionals who have taken part in the planning of the projects and bond
issues are:
City Engineer
Jeremy Kashman
Redevelopment Authority
Robert Bush, President
John Getz, Vice-President
Debra Zipes, Secretary/Treasurer
Financial Advisor
Loren M. Matthes
H.J. Umbaugh & Associates
Certified Public Accountants, LLP
8365 Keystone Crossing, Suite 300
Indianapolis, Indiana 46240
Bond Bank
Board of Directors
Anna Stout, Chair
Jeffry Carter, Vice-Chair
Jarvis Jointer
John Schuler
Bond Bank Executive Director &
City Clerk-Treasurer
Christine S. Pauley
Mayor
Honorable James C. Brainard
Common Council
Ron Carter, President
Sue Finkam, Vice-President
Laura Campbell
Bruce Kimball
Kevin Rider
Carol Schleif
Jeff Worrell
Redevelopment Commission
Executive Director
Corrie Meyer
Redevelopment Commission
Counsel
Karl P. Haas
Wallack Somers & Haas, P.C.
One Indiana Square, Suite 2300
Indianapolis, Indiana 46204
Corporation Counsel
Douglas C. Haney
Redevelopment Commission
William Hammer, President
David C. Bowers, Vice-President
Henry Mestetsky, Secretary
Bill Brooks
Michael Kerschner
Jeff Worrell
Bond Counsel
Bruce D. Donaldson
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
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This introduction to the Official Statement contains certain information for quick reference only. Investors must
read the entire Official Statement to obtain information essential to the making of an informed investment decision.
FINAL OFFICIAL STATEMENT
$29,720,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
Carmel, Indiana
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
(City Center II and Midtown Phase 1A Projects)
INTRODUCTION TO THE OFFICIAL STATEMENT
The City of Carmel Local Public Improvement Bond Bank is issuing $29,720,000 of its Taxable Special Program
Bonds, Series 2016 (City Center II and Midtown Phase 1A Projects) (the “Bonds”).
THE BOND BANK
Indiana Code § 5-1.4 establishes an individual bond bank for each city of second class stature within the State of
Indiana. The Common Council of the City of Carmel, Indiana (the “City”) adopted an ordinance declaring the City
as a city of second class stature pursuant to Indiana Code § 36-4-1-1.1 on January 4, 2016. The Bond Bank is a body
corporate and politic and an instrumentality of the City, but separate from the City in its corporate capacity and not
an agency of the City, established with the purpose of buying and selling securities of qualified entities. To
accomplish its purpose, the Bond Bank may issue bonds or notes. The Bond Bank also has general powers which
include the power to enter into, make and perform contracts of every lawful kind to accomplish its purpose. The
State pledges to and agrees with the holders of any bonds or notes issued by the Bond Bank that the State will not
limit or alter the rights vested in the Bond Bank to fulfill the terms of any agreement made with the holders of its
bonds or notes, or in any way impair the rights or remedies of the holders of such obligations until the bonds or
notes are fully repaid. The Bond Bank has no taxing power.
Qualified entities are defined in Indiana Code § 5-1.4 to include, but are not limited to, a city, a county, a special
taxing district located wholly within a county or any authority created under Indiana Code § 36 that leases land or
facilities to any of the foregoing qualified entities. The Qualified Entities are each a qualified entity as defined in
Indiana Code § 5-1.4. The Bond Bank is authorized to purchase securities offered by a qualified entity, with any
such securities required, upon their delivery to the Bond Bank, to be accompanied by all documentation required by
the Board of Directors and by Indiana Code § 5-1.4-8-2(b). Every qualified entity is authorized and empowered to
contract with the Bond Bank with respect to the purchase of its securities, and the contracts will contain the terms
and conditions of the purchase and may be in any form agreed to by the Bond Bank and the qualified entity.
The Bond Bank is governed by a five-member Board of Directors, each appointed by the Mayor of the City. The
Board of Directors appoints an Executive Director, who serves as both Secretary and Treasurer, and elects a Chair
and Vice-Chair. Each of the five Directors serves for a term of three years, until a successor is appointed and
qualified, and is eligible for reappointment. Each Director must be a resident of Hamilton County (the “County”) as
the county in which the Bond Bank is located, but may not be an officer or employee of the City, the county or any
qualified entity. Three Directors constitute a quorum at any meeting of the Board of Directors, and action may be
taken at a meeting by the affirmative vote of at least three Directors. All meetings of the Bond Bank will be open to
the public in accordance with and subject to Indiana Code § 5-14-1.5. There is currently one vacancy on the Board
of Directors.
On May 5, 2016, the Bond Bank issued $214,455,000 of Multipurpose Bonds, Series 2016 (the “2016 Multipurpose
Bonds”). The 2016 Multipurpose Bonds were issued under and secured by a Trust Indenture dated as of May 1,
2016 (the “2016 Multipurpose Bond Bank Indenture”). The 2016 Multipurpose Bonds were issued to purchase
seventeen qualified obligations, as described in the Final Official Statement dated April 20, 2016.
As of the date of this Official Statement, the Bond Bank has not issued any bonds, notes or other debt obligations
other than the 2016 Multipurpose Bonds. The Bonds will be issued and secured separately from all other obligations
issued by the Bond Bank, including the 2016 Multipurpose Bonds. Under Indiana Code § 5-1.4, the Bond Bank is
authorized to issue other series of notes or bonds in the future to finance different programs to accomplish its
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purposes. Any future obligations will be secured separately and independently from the 2016 Multipurpose Bonds,
the 2016 Multipurpose Bond Bank Indenture, the Bonds and the Bond Bank Indenture.
Notwithstanding the restrictions of any other law, all financial institutions, investment companies, insurance
companies, insurance associations, executors, administrators, guardians, trustees, and other fiduciaries may legally
invest sinking funds, money or other funds belonging to them or within their control in bonds or notes issued by the
Bond Bank under Indiana Code § 5-1.4.
PURPOSE OF THE BONDS
The proceeds from the sale of the Bonds will be used by the Bond Bank to (a) purchase the Qualified Obligations (as
more particularly described below) and (b) pay the costs of issuance of the Bonds, together with certain related
expenses. A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and
applied to the payment of capitalized interest on the Bonds and costs of issuance and related expenses of the
Qualified Obligations, all as more fully described herein. The Qualified Entities, comprised of the City of Carmel
Redevelopment District (the “Redevelopment District”) and the Carmel Redevelopment Authority (the “Authority”),
will deliver their respective Qualified Obligations to the Bond Bank simultaneous with the Bond Bank’s delivery of
the Bonds to the purchasers thereof.
Qualified Obligations (QO’s)
Carmel Redevelopment District: Qualified Obligation 1
$18,830,000 of City of Carmel, Indiana, Redevelopment District Taxable Bonds of 2016 (City Center II Projects)
(the “2016 District Bonds”)
Carmel Redevelopment Authority: Qualified Obligation 2
$10,890,000 of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2016D (Midtown
Phase 1A Projects) (the “2016D Authority Bonds”)
SECURITY AND SOURCES OF PAYMENT
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds established and
pledged therefor under the Bond Bank Indenture, as more fully described herein, which includes the revenues and
funds received from the Qualified Entities with respect to the Qualified Obligations. The Bonds do not constitute a
debt, liability, loan of the credit or pledge of the faith and credit of the State of Indiana or any political subdivision
thereof, including any Qualified Entity, under the constitution and laws of the State or a pledge of the faith, credit
and taxing power of the City, the State or any political subdivision thereof, including any Qualified Entity. The
Bond Bank has no taxing power. The Bond Bank will not maintain a debt service reserve fund for the Bonds and the
provisions of Indiana Code § 5-1.4-5, as amended, will not apply to the Bonds.
THE QUALIFIED ENTITIES AND THE QUALIFIED OBLIGATIONS
The Qualified Entities are comprised of the City of Carmel Redevelopment District (the “Redevelopment District”)
and the City of Carmel Redevelopment Authority (the “Authority”). The proceeds from the sale of the Bonds will be
used by the Bond Bank to purchase the Qualified Obligations; provided, however, a portion of the purchase price of
the Qualified Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest on the
Bonds, together with the costs of issuance of the Qualified Obligations and certain related expenses. The proceeds
from the sale of the Qualified Obligations will be used by the respective Qualified Entities as further described
herein.
Qualified Obligation of the Redevelopment District
The 2016 District Bonds (Qualified Obligation 1) are payable from a special benefits tax (which is a form of ad
valorem property tax) (the “Redevelopment Special Benefits Tax”) levied on all taxable property within the
Redevelopment District. The boundaries of the Redevelopment District are coterminous with the boundaries of the
City. The Carmel Redevelopment Commission (the “Commission”) reasonably expects to pay debt service on 2016
District Bonds from other legally available revenues, including but not limited to Tax Increment derived from one or
more allocation areas established within the Redevelopment District to be received by the Commission, including
but not limited to the City Center Allocation Areas, any Payment in Addition to Taxes agreements and any
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developer or component guarantee agreements. Payment of principal and interest on 2016 District Bonds is further
secured by amounts on deposit in or credited to a debt service reserve fund to be established pursuant to the District
Bond Resolution.
Qualified Obligation of the Authority
The 2016D Authority Bonds (Qualified Obligation 2) are payable from lease rental payments to be made by the
Commission under the terms of the Lease. Such Lease Rentals are payable from the Redevelopment Special Benefits
Tax levied on all taxable property within the Redevelopment District. The boundaries of the Redevelopment District
are coterminous with the boundaries of the City. The Commission reasonably expects to pay such Lease Rentals
from other legally available revenues, including but not limited to Tax Increment derived from one or more
allocation areas established within the Redevelopment District to be received by the Commission, including but not
limited to the Midtown Allocation Area, any Payment in Addition to Taxes agreements and any developer or
component guarantee agreements. Payment of principal and interest on the 2016D Authority Bonds is further
secured by amounts on deposit in or credited to a debt service reserve fund to be held under the Authority Indenture.
CIRCUIT BREAKER TAX CREDIT
Indiana Code § 6-1.1-20.6 provides taxpayers with a tax credit for all property taxes in an amount that exceeds the
gross assessed value of real and personal property eligible for the credit (the “Circuit Breaker Tax Credit”). If
applicable, the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political
subdivision in which the Circuit Breaker Tax Credit is applied. The legislation requires local governments to fund
their debt service obligations regardless of any property tax revenue shortfalls due to the Circuit Breaker Tax Credit.
(See “Circuit Breaker Tax Credit” herein.)
REDEMPTION PROVISIONS
The Bonds are subject to optional redemption beginning July 15, 2026 as more fully described herein. The Bonds
issued as Term Bonds are subject to mandatory sinking fund redemption as more fully described herein.
DENOMINATIONS
The Bonds are being issued in the denomination of $5,000 or integral multiples thereof.
REGISTRATION AND EXCHANGE FEATURES
The Trustee shall keep at its designated corporate trust office, a record for the registration of the Bonds. Each
registered Bond shall be transferable or exchangeable only on such record at the designated corporate trust office of
the Trustee at the written request of the registered owner thereof or his attorney duly authorized in writing upon
surrender thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the
registered owner or his duly authorized attorney.
BOOK-ENTRY-ONLY SYSTEM
When issued, the Bonds will be registered in the name of and held by Cede & Co., as nominee for The Depository
Trust Company, New York, New York. Purchases of beneficial interests in the Bonds will be made in book-entry-
only form. Purchasers of beneficial interests in the Bonds will not receive physical delivery of certificates
representing their interests in the Bonds. For so long as the Bonds are held in book-entry-only form, payments of
principal of and interest on the Bonds will be paid by the Trustee only to DTC or its nominee. Neither the Bond
Bank nor the Trustee will have any responsibility for a Beneficial Owner’s receipt from DTC or its nominee, or
from any Direct Participant or Indirect Participant, of any payments of principal of or interest on any Bonds. See
“THE BONDS--BOOK-ENTRY-ONLY SYSTEM” in this Official Statement.
PROVISIONS FOR PAYMENT
The principal on the Bonds shall be payable at the designated corporate trust office of the Trustee, or by wire
transfer to DTC or any successor depository. All payments of interest on the Bonds shall be paid by check, mailed
one business day prior to the interest payment date to the registered owners as the names appear as of the last day of
the month immediately preceding the interest payment date and at the addresses as they appear on the registration
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books kept by the Trustee or at such other address as is provided to the Trustee or by wire transfer to DTC or any
successor depository. If payment of principal or interest is made to DTC or any successor depository, payment shall
be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when
financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day.
The Trustee shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are
received at the depository by 2:30 p.m. (New York City time). Payments on the Bonds shall be made in lawful
money of the United States of America, which, on the date of such payment, shall be legal tender.
For so long as the Bonds are held in book-entry-only form, the Trustee will send notices of redemption of the Bonds
only to DTC or its nominee, as the registered owner of the Bonds, in accordance with the preceding paragraphs.
Neither the Bond Bank nor the Trustee will have any responsibility for any Beneficial Owners’ receipt from DTC or
its nominee, or from any Direct or Indirect Participant, of any notices of redemption. See “THE BONDS--BOOK-
ENTRY-ONLY SYSTEM” in this Official Statement.
NOTICES
If the office location at which principal is payable changes, the Trustee will give notice of such change by first-class
mail to registered owners at least 15 days prior to the first principal payment date following the date of such change
in location.
If the Trustee resigns, notice shall be given to the registered owners by mail at least 30 days prior to the date when
such resignation shall take effect.
Notice of redemption shall be mailed to the registered owners of all Bonds, at least 30 days but not more than 45
days prior to the date fixed for redemption.
TAX MATTERS
Interest on the Bonds is not excludable from gross income for federal income tax purposes. In the opinion of Bond
Counsel, under existing laws, interest on the Bonds is exempt from income taxation in the State for all purposes,
except the State financial institutions tax. See Appendix F for the form of opinion of Bond Counsel.
MISCELLANEOUS
The information contained in this Official Statement has been compiled from City officials and other sources
deemed to be reliable, and while not guaranteed as to completeness or accuracy, it is believed to be correct as of this
date. However, the Official Statement speaks only as of its date, and the information contained herein is subject to
change.
The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements
of the provisions of such documents, and reference is directed to all such documents for full and complete
statements of all matters of fact relating to the Bonds, the security for the payment of the Bonds and the rights and
obligations of the owners thereof. Additional information may be requested from Christine S. Pauley, Executive
Director of the Bond Bank and Clerk-Treasurer of the City, City of Carmel, One Civic Square, Third Floor, Carmel,
Indiana 46032, phone (317) 571-2414.
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so
expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates will be realized. Neither this Official Statement nor any statement which may have been made verbally or
in writing is to be construed as a contract with the owners of the Bonds.
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SOURCES AND USES OF FUNDS
Uses
Available proceeds for purchase of Qualified Obligations $26,297,008.70
Capitalized interest (1) 2,823,687.69
Costs of issuance and contingencies (2) 425,392.59
Premiums for Debt Service Reserve Fund Surety Policies (3) 55,031.02
Underwriter’s discount 118,880.00
Total Uses of Funds $29,720,000.00
Sources
The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2016
$29,720,000.00
Total Sources of Funds $29,720,000.00
(1) A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and applied to
the payment of capitalized interest on the Bonds.
(2) Includes Bond Counsel fees, Financial Advisor fees (including fees associated with the Bond Bank Cash Flow
Sufficiency Report), Trustee fees, Official Statement printing costs, Underwriter’s Counsel fees, S&P rating fees
and other miscellaneous costs. In addition, a portion of the purchase price of the Qualified Obligations will be
retained by the Bond Bank and applied to the payment of costs of issuance and related expenses with respect to the
Qualified Obligations.
(3) A portion of the purchase price of the Qualified Obligations will be retained by the Bond Bank and applied to
pay the premiums for the debt service reserve surety policies.
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SCHEDULE OF AMORTIZATION $29,720,000 PRINCIPAL AMOUNT OF
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
Payment
Date
Principal
Outstanding
Principal
Interest
Rates
Interest
Total
Budget Year
Total
(-------In Thousands------) (%)
01/15/2017 $29,720 $428,476.64 $428,476.64 $428,476.64
07/15/2017 29,720 479,042.21 479,042.21
01/15/2018 29,720 479,042.21 479,042.21 958,084.42
07/15/2018 29,720 479,042.21 479,042.21
01/15/2019 29,720 479,042.21 479,042.21 958,084.42
07/15/2019 29,720 479,042.21 479,042.21
01/15/2020 29,720 $525 1.576 479,042.21 1,004,042.21 1,483,084.42
07/15/2020 29,195 405 1.626 474,905.21 879,905.21
01/15/2021 28,790 410 1.726 471,612.56 881,612.56 1,761,517.77
07/15/2021 28,380 530 1.776 468,074.26 998,074.26
01/15/2022 27,850 535 1.913 463,367.86 998,367.86 1,996,442.12
07/15/2022 27,315 540 1.963 458,250.58 998,250.58
01/15/2023 26,775 545 2.113 452,950.48 997,950.48 1,996,201.06
07/15/2023 26,230 550 2.163 447,192.56 997,192.56
01/15/2024 25,680 555 2.292 441,244.30 996,244.30 1,993,436.86
07/15/2024 25,125 560 2.342 434,884.00 994,884.00
01/15/2025 24,565 570 2.442 428,326.40 998,326.40 1,993,210.40
07/15/2025 23,995 575 2.492 421,366.70 996,366.70
01/15/2026 23,420 585 2.592 414,202.20 999,202.20 1,995,568.90
07/15/2026 22,835 590 2.642 406,620.60 996,620.60
01/15/2027 22,245 600 (1) 3.192 398,826.70 998,826.70 1,995,447.30
07/15/2027 21,645 610 (1) 3.192 389,250.70 999,250.70
01/15/2028 21,035 615 (1) 3.192 379,515.10 994,515.10 1,993,765.80
07/15/2028 20,420 630 (1) 3.192 369,699.70 999,699.70
01/15/2029 19,790 640 (1) 3.192 359,644.90 999,644.90 1,999,344.60
07/15/2029 19,150 645 (1) 3.192 349,430.50 994,430.50
01/15/2030 18,505 660 (1) 3.192 339,136.30 999,136.30 1,993,566.80
07/15/2030 17,845 670 (1) 3.192 328,602.70 998,602.70
01/15/2031 17,175 680 (2) 3.392 317,909.50 997,909.50 1,996,512.20
07/15/2031 16,495 690 (2) 3.392 306,376.70 996,376.70
01/15/2032 15,805 700 (2) 3.392 294,674.30 994,674.30 1,991,051.00
07/15/2032 15,105 715 (2) 3.392 282,802.30 997,802.30
01/15/2033 14,390 725 (3) 3.762 270,675.90 995,675.90 1,993,478.20
07/15/2033 13,665 740 (3) 3.762 257,038.65 997,038.65
01/15/2034 12,925 755 (3) 3.762 243,119.25 998,119.25 1,995,157.90
07/15/2034 12,170 770 (3) 3.762 228,917.70 998,917.70
01/15/2035 11,400 785 (3) 3.762 214,434.00 999,434.00 1,998,351.70
07/15/2035 10,615 795 (3) 3.762 199,668.15 994,668.15
01/15/2036 9,820 810 (3) 3.762 184,714.20 994,714.20 1,989,382.35
07/15/2036 9,010 825 (3) 3.762 169,478.10 994,478.10
01/15/2037 8,185 840 (3) 3.762 153,959.85 993,959.85 1,988,437.95
07/15/2037 7,345 860 (3) 3.762 138,159.45 998,159.45
01/15/2038 6,485 870 (3) 3.762 121,982.85 991,982.85 1,990,142.30
07/15/2038 5,615 895 (3) 3.762 105,618.15 1,000,618.15
01/15/2039 4,720 910 (3) 3.762 88,783.20 998,783.20 1,999,401.35
07/15/2039 3,810 925 (3) 3.762 71,666.10 996,666.10
01/15/2040 2,885 945 (3) 3.762 54,266.85 999,266.85 1,995,932.95
07/15/2040 1,940 960 (3) 3.762 36,491.40 996,491.40
01/15/2041 980 980 (3) 3.762 18,433.80 998,433.80 1,994,925.20
Totals $29,720 $15,759,004.61 $45,479,004.61 $45,479,004.61
(1) $5,070,000 of Term Bonds due July 15, 2030.
(2) $2,785,000 of Term Bonds due July 15, 2032.
(3) $14,390,000 of Term Bonds due January 15, 2041.
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SECURITIES BEING OFFERED
AUTHORIZATION AND APPROVAL PROCESS OF THE BONDS
The Bonds are authorized by a resolution adopted by the Board of Directors of the Bond Bank on June 28, 2016, and
are issued under and secured by the Trust Indenture dated as of August 1, 2016 between the Bond Bank and the
Trustee.
Each Qualified Entity will enter into a purchase agreement with the Bond Bank setting forth the definitive terms and
conditions of the purchase of its respective Qualified Obligations.
SECURITY AND SOURCES OF PAYMENT OF THE BONDS
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds established and
pledged therefor under the Bond Bank Indenture, as more fully described herein, which includes the revenues and
funds received from the Qualified Entities with respect to the Qualified Obligations. The Bond Bank Indenture
creates a continuing pledge by the Bond Bank to the bondholders to pay principal and interest on the Bonds, until
the principal sum shall be fully paid. The Bonds do not constitute a debt, liability, loan of the credit or pledge of the
faith and credit of the State of Indiana or any political subdivision thereof, including any Qualified Entity, under the
constitution and laws of the State or a pledge of the faith, credit and taxing power of the City, the State or any
political subdivision thereof, including any Qualified Entity. The Bond Bank has no taxing power. The Bond Bank
will not maintain a debt service reserve fund for the Bonds and the provisions of Indiana Code § 5-1.4-5, as
amended, will not apply to the Bonds. However, separate debt service reserve funds will be established and held
under the respective authorizing instruments related to the Qualified Obligations in order to further secure the
payment of principal and interest due thereon.
THE QUALIFIED ENTITIES AND THE QUALIFIED OBLIGATIONS
The Qualified Entities are comprised of the City of Carmel Redevelopment District (the “Redevelopment District”)
and the City of Carmel Redevelopment Authority (the “Authority”). The proceeds from the sale of the Bonds will be
used by the Bond Bank to purchase the Qualified Obligations; provided, however, a portion of the purchase price of
the Qualified Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest on the
Bonds and costs of issuance of the Qualified Obligations, together with certain related expenses. The proceeds from
the sale of the respective Qualified Obligations will be used by each of the Qualified Entities as further described
herein. The payments on Qualified Obligations will secure and provide for the payment of the Bonds. The payments
on the Qualified Obligations have been structured to be sufficient to pay the principal of and interest on the Bonds
when due. See the Accounting Report contained in Appendix B herein.
QUALIFIED OBLIGATIONS OF THE CITY OF CARMEL REDEVELOPMENT DISTRICT
Qualified Obligation 1: Authorization and Purpose:
The City of Carmel Redevelopment Commission (the “Commission”) is the governing body of the City of Carmel
Department of Redevelopment and the Redevelopment District. The 2016 District Bonds (Qualified Obligation 1)
are being issued under the authority of Indiana law, including, without limitation, Indiana Code § 36-7-14, as in
effect on the date of delivery of the 2016 District Bonds and pursuant to the Bond Resolution adopted by the
Commission on February 18, 2015 (the “District Bond Resolution”). A resolution approving the issuance of the
2016 District Bonds was adopted by the Common Council of the City on December 15, 2014.
The 2016 District Bonds are being issued in connection with a $70 million development, known as City Center II,
which is being developed by Pedcor LLC and will consist of seven mixed-use commercial buildings totaling
approximately 550,000 square feet, located within the Carmel Downtown Economic Development Area. The
proceeds of the 2016 District Bonds will be used to fund the construction of certain projects located in, or directly
benefitting and serving, the Carmel Downtown Economic Development Area and the City Center Redevelopment
Area. Such projects will include all or any portion of the construction, renovation, improvement and equipping of
additional local public improvements, redevelopment projects and other capital improvements including, without
limitation, (a) landscaping and streetscaping projects; (b) lighting upgrades; (c) roads, streets, sidewalks and other
public ways; (d) parking facilities; (e) improvements, upgrades, repairs and/or relocation of water, sewer, drainage
or other utility infrastructure; (f) site work and preparation to support mixed use development; and (g) other
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necessary public infrastructure. Such local public improvements, redevelopment projects and other capital
improvements may specifically include: construction, improvement and/or equipping of the Park East Parking
Garage Facility; construction, improvement and/or equipping of extensions to Veterans Way; construction,
improvement and/or equipping of the roads, streets, sidewalks and other public ways adjacent to or serving the
existing or proposed Baldwin Building, the Chambers Building, the Holland Building, the Playfair Building and the
Park East Parking Garage Facility; construction, improvement and/or equipping of the steps project; construction,
improvement and/or equipping of the Rangeline Road entrance; and construction, improvement and/or equipping of
roads, streets, sidewalks and other public ways adjacent to or serving the existing or proposed Kent Building. The
2016 District Bond proceeds will also be used to pay the premium for a debt service reserve surety policy,
capitalized interest and issuance expenses.
Qualified Obligation 1: Security and Sources of Payment:
The 2016 District Bonds do not constitute a corporate obligation of the City, but constitute an obligation and
indebtedness of the Redevelopment District, as a special taxing district. The 2016 District Bonds are payable
solely from the Redevelopment Special Benefits Tax (which is a form of ad valorem property tax) levied on all
taxable property within the Redevelopment District. The boundaries of the Redevelopment District are
coterminous with the boundaries of the City. The Commission has reserved the right and reasonably expects, but
is not required, to pay the debt service from any other legally available revenues, including but not limited to
incremental real and designated depreciable personal property taxes (the “Tax Increment”) derived from one or more
allocation areas established within the Redevelopment District to be received by the Commission, including but not
limited to the Carmel Downtown Allocation Area No. 3, Motor Court East Allocation Area, Motor Court West
Allocation Area, Pedcor Office 5 Allocation Area and Kent Allocation Area (the “City Center Allocation Areas”),
any Payment in Addition to Taxes agreements and any developer or component guarantee agreements. The City
Center Allocation Areas represent portions of the Carmel Downtown Economic Development Area and the City
Center Redevelopment Area that have been designated as economic development and redevelopment allocation
areas. The base assessment date of the City Center Allocation Areas is March 1, 2014. However, the Commission is
under no obligation to pay the debt service on the 2016 District Bonds from any funds other than the Redevelopment
Special Benefits Tax. The 2016 District Bonds are further secured by amounts on deposit in or credited to a debt
service reserve fund to be established under the District Bond Resolution.
To the extent that other legally available revenues applied to the payment of debt service on 2016 District Bonds are
not sufficient, the Commission is obligated to levy the Redevelopment Special Benefits Tax in an amount sufficient
to pay debt service due on the 2016 District Bonds and to restore the reserve fund under the District Bond
Resolution to the amount required thereunder, as further described in this section.
Debt Service Reserve Fund: A debt service reserve fund will be established and held under the District Bond
Resolution to further secure the payment of principal and interest due on the 2016 District Bonds. The Commission
is required to maintain a balance in the debt service reserve fund equal to the maximum annual principal and interest
requirements on the 2016 District Bonds (the “2016 District Bond Reserve Requirement”).
Under the District Bond Resolution, the Commission at its option may satisfy all or any part of its obligation to
maintain amounts equal to the 2016 District Bond Reserve Requirement in the debt service reserve fund with a
surety bond, letter of credit or other financial instrument (the “Reserve Fund Credit Facility”) issued by a credit
provider (the “Credit Provider”).
Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve fund, up to the amount of
the 2016 District Bond Reserve Requirement, are required under the District Bond Resolution to be held and applied
solely for the payment of interest on and principal of the 2016 District Bonds. If moneys in the debt service reserve
fund exceed the 2016 District Bond Reserve Requirement, such excess shall be transferred to the revenues account,
as further detailed in the District Bond Resolution.
The District Bond Resolution provides that the Commission will take all steps necessary to levy and collect the
Redevelopment Special Benefits Tax in an amount necessary to provide sufficient moneys in order to restore the
amounts on deposit or credited to the debt service reserve fund to the 2016 District Bond Reserve Requirement and
pay any reimbursement that is due, or to become due pending the collection of such special benefits taxes, and
owing to any Credit Provider.
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The debt service reserve fund for the 2016 District Bonds will be initially funded by deposit of a Reserve Fund
Credit Facility therein provided by a Credit Provider and replenished (if necessary) to maintain a balance equal to
the 2016 District Bond Reserve Requirement. A commitment has been made by Build America Mutual Assurance
Company, a New York domiciled mutual insurance corporation (“BAM”), for the issuance of its Municipal Bond
Debt Service Reserve Insurance Policy (the “2016 District Policy”) in connection with the 2016 District Bonds for
the purpose of funding the debt service reserve fund. The 2016 District Policy constitutes a Reserve Fund Credit
Facility and will be issued in an amount sufficient to satisfy the 2016 District Bond Reserve Requirement. The 2016
District Policy is expected to be delivered by BAM upon the issuance and delivery of the 2016 District Bonds.
Refer to the District Bond Resolution in Appendix D.
QUALIFIED OBLIGATIONS OF THE CARMEL REDEVELOPMENT AUTHORITY
Qualified Obligation 2: Authorization and Purpose:
The Carmel Redevelopment Authority (the “Authority”) was established to provide for the financing of lease bonds
issued under Indiana Code § 36-7-14.5. The 2016D Authority Bonds (Qualified Obligation 2) are being issued
under the authority of Indiana law, including, without limitation, Indiana Code § 36-7-14.5, as in effect on the date
of delivery of the 2016D Authority Bonds, pursuant to a resolution adopted by the Authority on March 23, 2016,
and pursuant to the Trust Indenture dated as of August 1, 2016 (the “Authority Indenture”) between the Authority
and the Trustee, as trustee, registrar and paying agent thereunder, and the Lease Agreement dated as of March 23,
2016 (the “Lease”) between the Authority and the Commission. A resolution approving the Lease was approved by
the Commission on March 23, 2016, and a resolution approving the Lease and the issuance of the 2016D Authority
Bonds was adopted by the Common Council of the City on March 21, 2016.
The 2016D Authority Bonds are being issued in connection with a major redevelopment project, known as
“Midtown”, which is being developed by several developers within the Old Towne Economic Development Area.
Midtown Phase 1A will include a 135,000 square foot office building to be leased to Allied Solutions and Century
21 Realty, and two smaller commercial buildings. The proceeds of the 2016D Authority Bonds will be used to fund
the construction of certain projects located in, or directly benefitting and serving, the Old Towne Economic
Development Area. Such projects will include all or any portion of (a) the design, acquisition, construction,
inspection and equipping of two multi-level parking garages and a public plaza, all of which will be located near the
intersection of 3rd Street SW and 1st Avenue SW; (b) the acquisition of any land or right-of-way necessary therefor;
and (c) all utility relocation, acquisition, design, inspection, construction, demolition, renovation, remediation,
improvement, excavation, site work preparation and/or equipping projects related to the projects described in clauses
(a) and (b) and any and all costs related thereto. The 2016D Authority Bond proceeds will also be used to pay the
premium for a debt service reserve surety policy, capitalized interest and issuance expenses.
Qualified Obligation 2: Security and Sources of Payment:
The 2016D Authority Bonds do not constitute a corporate obligation of the City or the Commission, but constitute a
special and limited obligation of the Authority payable solely from the trust estate created and established under the
Authority Indenture, including the funds and accounts established thereunder. The 2016D Authority Bonds are
payable from lease rental payments to be made by the Commission under the terms of the Lease (the “Lease
Rentals”). Such Lease Rentals are payable solely from the Redevelopment Special Benefits Tax (which is a
form of ad valorem property tax), levied on all taxable property within the Redevelopment District. The
boundaries of the Redevelopment District are coterminous with the boundaries of the City. The Commission
has reserved the right and reasonably expects, but is not required, to pay such Lease Rentals from any other legally
available revenues, including but not limited to Tax Increment derived from one or more allocation areas established
within the Redevelopment District to be received by the Commission, including but not limited to the Midtown
Allocation Area, any Payment in Addition to Taxes agreements and any developer or component guarantee
agreements. The Midtown Allocation Area represents a portion of the Old Towne Economic Development Area that
has been designated as an economic development allocation area. The base assessment date of the Midtown
Allocation Area is January 1, 2016. However, the Commission is under no obligation to pay the Lease Rentals from
any funds other than the Redevelopment Special Benefits Tax. The 2016D Authority Bonds are further secured by
amounts on deposit in or credited to a debt service reserve fund to be held under the Authority Indenture.
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To the extent that other legally available revenues are not sufficient, the Commission is obligated to levy the
Redevelopment Special Benefits Tax in an amount sufficient to pay Lease Rentals due with respect to the 2016D
Authority Bonds.
Pursuant to the Authority Indenture, the Authority may issue additional bonds on parity with the 2016D Authority
Bonds, upon satisfaction of certain conditions, including without limitation, an amendment to the Lease or a new
lease which requires the Commission to pay lease rentals in an amount sufficient to pay the principal of and interest
on such additional bonds, and evidence that the amount on deposit in the debt service reserve fund under the
Authority Indenture will be not less than the reserve requirement in effect upon the delivery of such additional bonds
by the Authority. Until an affidavit of completion is filed by the Authority with the Trustee with respect to the
projects financed by a series of additional bonds, the trust estate securing such additional bonds of the Authority will
be limited to: (i) the proceeds of such series of additional bonds deposited into the construction account established
at the time such additional bonds are issued, and (ii) any other funds specifically pledged to such series of additional
bonds in the supplemental indenture executed and delivered by the Authority at the time such series of additional
bonds are issued. Therefore, holders of the 2016D Authority Bonds will not be subject to any construction period
risk related to any additional bonds issued on parity with the 2016D Authority Bonds. For greater detail, refer to the
Summary of Certain Provisions of the Authority Indenture—Additional Bonds in Appendix E-3 hereto.
Leased Premises: The leased premises being acquired or constructed by the Authority from a portion of the proceeds
of the 2016D Authority Bonds and leased to the Commission under the terms of the Lease (the “Leased Premises”)
consist of the real estate, roads and other improvements related to all or a portion of the property located between 1st
Avenue SW to the east and the Monon Trail to the west, between an area generally bounded to the north by an
extension of 2nd Street SW and to the south by an extension of 6th Street SE, all of which is located within the
corporate boundaries of the City and within the Old Towne Economic Development Area.
If any part of the Leased Premises should ever be condemned or partially or totally destroyed, the Lease Rentals will
be abated during the period in which the Leased Premises are unfit or unavailable for their intended use or
occupancy. In such a case, rental value insurance for the portion of the Leased Premises consisting of the parking
garages is to be available to pay Lease Rentals due during this time for a period of up to two years. The Lease also
requires the Commission to carry public liability insurance, as further described therein. Any insurance proceeds
(other than rental value insurance) will be applied toward extinguishment or satisfaction of the liability with respect
to which such insurance proceeds are paid.
The Lease Rentals to be paid by the Commission each January 1 and July 1 for the use of the Leased Premises will
be equal to an amount which will be sufficient to pay unpaid principal of and interest on the 2016D Authority Bonds
which is due on or before the January 15 and July 15 following such January 1 and July 1, plus an amount sufficient
to provide for the applicable fees of the Trustee and incidental expenses of the Authority.
The Commission is granted the right and option to purchase the Leased Premises on any date, upon sixty (60) days
written notice, at a price equal to the amount required to pay all related indebtedness (including the 2016D Authority
Bonds), including all accrued and unpaid interest to the date of redemption. Upon exercise of such option at any
time that the 2016D Authority Bonds are not then subject to optional redemption (which is the same for the Bonds),
the proceeds of such purchase price will be deposited with the Authority Indenture Trustee and applied to the
payment of debt service on the 2016D Authority Bonds when due.
Debt Service Reserve Fund: A debt service reserve fund will be established and held under the Authority Indenture
to further secure the payment of principal and interest due on the 2016D Authority Bonds. The Trustee is required to
maintain a balance in the debt service reserve fund equal to the maximum annual principal and interest requirements
on the 2016D Authority Bonds (the “2016D Authority Bond Reserve Requirement”).
Under the Authority Indenture, upon certain conditions the Authority may satisfy all or any part of its obligation to
maintain amounts equal to the 2016D Authority Bond Reserve Requirement in the debt service reserve fund by
depositing or substituting a Reserve Fund Credit Facility therein issued by a Credit Provider. A Reserve Fund Credit
Facility may be a letter of credit, revolving credit agreement, surety bond, reserve fund surety policy, insurance
policy or other similar credit or liquidity agreement or instrument issued or provided by a Credit Provider whose
debt obligations at the time of issuance of such instrument are rated in one of the two highest rating categories by the
rating agency then rating the Qualified Obligation of the Bond Bank Bonds.
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Except as provided in a Reserve Fund Credit Facility, moneys in the debt service reserve fund up to the amount of
the 2016D Authority Bond Reserve Requirement are required under the Authority Indenture to be held and applied
solely for the payment of interest on and principal of the 2016D Authority Bonds. If moneys in the debt service
reserve fund exceed the 2016D Authority Bond Reserve Requirement, such excess shall be transferred to the sinking
or operation funds, as further detailed in the Authority Indenture.
The Authority Indenture provides that, in the event that the amounts on deposit in the debt service reserve fund are
less than the 2016D Authority Bond Reserve Requirement, the Trustee will give notice to the Authority of such
deficiency. The Authority will take all steps necessary to cause the Commission to levy and collect the
Redevelopment Special Benefits Tax in an amount necessary to provide sufficient moneys in order to restore the
amounts on deposit or credited to the debt service reserve fund to the 2016D Authority Bond Reserve Requirement
and pay any reimbursement that is due, or to become due pending the collection of such special benefits taxes, and
owi ng to any Credit Provider.
The debt service reserve fund for the 2016D Authority Bonds will be initially funded with cash of the Commission.
Upon commencement of the term of the Lease, the debt service reserve fund for the 2016D Authority Bonds will be
funded by deposit of a Reserve Fund Credit Facility therein provided by a Credit Provider and replenished (if
necessary) to maintain a balance equal to the 2016D Authority Bond Reserve Requirement. A forward commitment
has been made by Build America Mutual Assurance Company, a New York domiciled mutual insurance
corporation, for the issuance of its Municipal Bond Debt Service Reserve Insurance Policy (the “2016D Authority
Policy”) in connection with the 2016D Authority Bonds for the purpose of funding the debt service reserve fund.
The 2016D Authority Policy constitutes a Reserve Fund Credit Facility and will be issued in an amount sufficient to
satisfy the 2016D Authority Bond Reserve Requirement. The 2016D Authority Policy is expected to be delivered by
BAM upon the issuance and delivery of the 2016D Authority Bonds, however the 2016D Authority Policy will not
be effective until the first lease payment is due under the Lease. Upon the effective date of the 2016D Authority
Policy, the cash in the debt service reserve fund will be released and returned to the Commission.
Refer to the Summary of Certain Legal Documents Related to Qualified Obligation #2 in Appendix E.
ENFORCEMENT OF THE QUALIFIED OBLIGATIONS
As owner of the Qualified Obligations, the Bond Bank has available to it all remedies available to owners or holders
of securities issued by the Qualified Entities. According to Indiana Code § 5-1.4, upon the sale and delivery by a
Qualified Entity of any securities to the Bond Bank, the Qualified Entity will be deemed to have agreed that upon its
failure to pay interest or principal on the securities owned or held by the Bond Bank when payable, all statutory
defenses to nonpayment are waived.
The Bond Bank will be constituted a holder or owner of securities that are in default if the Qualified Entity fails to
pay its obligations on time. The Bond Bank is obligated under the Bond Bank Indenture to avail itself of all
remedies, rights and provisions of law applicable in the circumstances. According to Indiana Code § 5-1.4, the
failure to exercise or exert any rights or remedies within a time or period provided by law may not be raised as a
defense by the Qualified Entity.
The Bond Bank has also determined to consult with the Qualified Entities, as necessary from time to time, with
regard to the action needed to be taken by the Qualified Entities to preserve the exemption of the interest on the
Bonds from income taxation in the State.
The Bond Bank will monitor the compliance and consult regularly with each Qualified Entity with respect to its
requirements under its respective Qualified Obligations, including the making of its payments on its Qualified
Obligations to the Bond Bank.
FUNDS AND ACCOUNTS
The Bond Bank Indenture, District Bond Resolution and Authority Indenture establish certain funds and accounts
and the flow of funds. (For greater detail, refer to the Summary of Certain Provisions of the Bond Bank Indenture
provided in Appendix C, the District Bond Resolution (Related to Qualified Obligation #1) provided in Appendix D
and the Summary of Certain Legal Documents Related to Qualified Obligation #2 provided in Appendix E.
Complete copies of the Bond Bank Indenture and Qualified Entities’ authorizing instruments may be obtained from
the City.)
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RISKS TO BONDHOLDERS
Prospective investors in the Bonds should be aware that there are risk factors associated with the Bonds:
(1) The principal of and interest on the Bonds are payable only from debt service payments on the Qualified
Obligations and from the revenues and funds of the Bond Bank pledged therefor under the Bond Bank
Indenture. The Bond Bank has no taxing power. The Bond Bank will not maintain a debt service reserve fund
for the Bonds.
Prospective investors in the Bonds should be aware that there are risk factors associated with the Qualified
Obligations which will be acquired by the Bond Bank with a portion of the proceeds of the Bonds:
(1) Lease Rental Risks: The principal of and interest on the 2016D Authority Bonds (Qualified Obligation 2) are
payable only from Lease Rentals received by the Trustee on behalf of the Authority from the Commission
pursuant to the Lease. The Authority has no taxing power. The Authority has no source of funds from which
to pay debt service on the 2016D Authority Bonds except monies collected from Lease Rentals and funds
held under the Authority Indenture. According to the Lease, the Lease Rentals will commence on the date of
completion or January 1, 2020, whichever is later. Bond proceeds will be held by the Trustee to pay interest
on the 2016D Authority Bonds through and including July 15, 2019. In the event the Leased Premises are not
completed, the Commission cannot pay the Lease Rentals. If, for any reason, the Leased Premises are
damaged or destroyed and unavailable for use, the Commission would no longer be able to pay Lease Rentals
under the Lease. However, the Commission is required by the Lease to maintain public liability insurance,
and rental value insurance in an amount equal to full rental value for a period up to two (2) years to the extent
it is commercially available. Any insurance proceeds (other than rental value insurance) will be applied
toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid.
To the extent that the damaged or destroyed Leased Premises are not replaced or repaired or are unavailable
for use beyond the period covered by any rental value insurance or the debt service reserve fund for 2016D
Authority Bonds are insufficient or unavailable, the Commission will be unable to pay the applicable Lease
Rentals attributable to the damaged or destroyed Leased Premises, and the Authority would have insufficient
funds to pay debt service on the 2016D Authority Bonds.
(2) General Risks: While the Redevelopment Special Benefits Tax is pledged to the payment of the debt service
on 2016 District Bonds (Qualified Obligation 1) and the payment of the Lease Rentals on the 2016D
Authority Bonds (Qualified Obligation 2), the Commission intends to pay the debt service and Lease Rentals
on the Qualified Obligations from other legally available revenues. The other legally available revenues are
not pledged to the payment of debt service or Lease Rentals, and there can be no assurance that in the future
they will not be pledged to another obligation, or that they will be available to pay Qualified Obligation 1 or
the Lease Rentals with respect to Qualified Obligation 2.
(3) Risks Associated with the Special Benefits Tax Revenues: There are risk factors associated with the
Redevelopment Special Benefits Tax:
(a) Tax Collection. In the event of delayed billing, collection or distribution by the County Auditor of ad
valorem property taxes, including the Redevelopment Special Benefits Tax levied on the Redevelopment
District, sufficient funds may not be available to (i) the Commission in time to pay debt service on
Qualified Obligation 1 when due, or (ii) the Commission in time to pay the Lease Rentals under the
Lease when due, thereby impacting the ability of the Authority to pay debt service on Qualified
Obligation 2 when due. This risk is inherent in all property tax-supported obligations.
The debt service reserve funds established will help to mitigate this timing risk, but do not eliminate it.
The respective debt service reserve funds for the Qualified Obligations will be held by the Trustee under
separate instruments on behalf of the Commission and Authority. No debt service reserve fund will be
established under the Bond Bank Indenture or otherwise held on behalf of the Bond Bank.
(b) Circuit Breaker Tax Credit. If applicable, the Circuit Breaker Tax Credit will result in a reduction of
property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied.
A political subdivision may not increase its property tax levy or borrow money to make up for any
property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit.
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Indiana Code § 6-1.1-20.6-10 requires political subdivisions to fully fund any levies for the payment of
outstanding debt service or lease rental obligations regardless of any reduction in property tax collections
due to the application of the Circuit Breaker Tax Credit. If property tax collections are insufficient to
fully fund debt service or lease rental levies due to the Circuit Breaker Tax Credit, political subdivisions
must use non-property tax revenues or revenues from property tax levies for other funds (including
operating) to offset revenue loss to the debt service fund.
Indiana Code § 6-1.1-20.6-9.8 further provides that property taxes imposed by a political subdivision to
pay for debt service obligations of a political subdivision (including lease rental payments on leases) are
“protected taxes.” The total amount of protected taxes will be allocated to the fund for which they were
imposed as if no Circuit Breaker Tax Credit were granted and any loss in revenue resulting from any
applicable Circuit Breaker Tax Credit will reduce only other “unprotected taxes.”
This application of the Circuit Breaker Tax Credit to property tax revenues may impact the ability of
political subdivisions to provide existing levels of service and, in extreme cases, the ability to make debt
service or lease rental payments on bonds secured by intercepted funds. There has been no judicial
interpretation of this legislation. In addition, there can be no assurance as to future events or legislation
that may affect the Circuit Breaker Tax Credit or the collection of property taxes.
(c) Reassessment and Trending. The County is required to reassess 25% of all parcels of real property
annually or in accordance with its reassessment plan. All real property must be reassessed under the plan
once every four years. Trending is scheduled to occur on an annual basis. Delays in the reassessment and
trending process or appeals of reassessments could adversely affect the collection of property taxes.
(4) Risks Associated with Tax Increment and Other Legally Available Revenues: The Commission reasonably
expects to make the debt service and Lease Rental payments from Tax Increment or other legally available
revenues. There are certain risks associated with Tax Increment, however, to the extent that the Tax
Increment and other legally available revenues are insufficient, the Commission is required to levy the
Redevelopment Special Benefits Tax. A firm estimate of Tax Increment and other legally available revenues
should be available by the time of the decision to levy the Redevelopment Special Benefits Tax for the
upcoming debt service and Lease Rentals. If insufficient revenues are collected, the Commission may not be
able to impose an additional Redevelopment Special Benefits Tax levy until the following budget year which
may cause a timing delay as receipt of such tax may occur after the debt service or Lease Rental payment is
due. The debt service reserve funds established for the Qualified Obligations will help to mitigate this timing
risk, but do not eliminate it. However, the Commission is permitted to use other legally available funds to
make the respective debt service and Lease Rental payments.
(5) Adverse Legislative Action: It is possible that legislation enacted or proposed for consideration after the date
of the Bonds and the Qualified Obligations will have an adverse effect on payment or timing of payment or
other matters impacting the Bonds and the Qualified Obligations. Refer to the “Legislative Proposals” section
herein.
In addition to the risks outlined in this section, there are certain risks specific to Tax Increment. Such risks could
have an impact on the anticipated repayment of the Qualified Obligations. Please refer to the Accounting Report
contained in Appendix B herein for a discussion of these additional risks.
INVESTMENT OF FUNDS
The proceeds of the Bonds and the Qualified Obligations are to be invested in accordance with the laws of the State
of Indiana relating to the depositing, holding, securing or investing of public funds, including particularly Indiana
Code § 5-13, and the acts amendatory thereof and supplemental thereto. The Bond Bank shall direct the investment
of proceeds of the Bonds. The applicable Qualified Entities shall direct the investment of proceeds of the respective
Qualified Obligations.
THE BONDS
INTEREST CALCULATION
Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
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REDEMPTION PROVISIONS
Optional Redemption:
The Bonds maturing on or after January 15, 2027 are redeemable prior to maturity at the option of the Bond Bank in
whole or in part in any order of maturity as determined by the Bond Bank and by lot within maturities, on any date
not earlier than July 15, 2026, at face value plus accrued interest to the date fixed for redemption and without any
redemption premium.
Mandatory Sinking Fund Redemption:
The Bonds maturing on July 15, 2030, July 15, 2032 and January 15, 2041 (collectively, the “Term Bonds”) are
subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amount
thereof plus accrued interest on the dates and in the amounts in accordance with the following schedules:
Term Bond due July 15, 2030 Term Bond due July 15, 2032
Date Amount Date Amount
01/15/27 $600,000 01/15/31 $680,000
07/15/27 610,000 07/15/31 690,000
01/15/28 615,000 01/15/32 700,000
07/15/28 630,000 07/15/32 Final maturity 715,000
01/15/29 640,000
07/15/29 645,000 Total $2,785,000
01/15/30 660,000
07/15/30 Final maturity 670,000
Total $5,070,000
Term Bond due January 15, 2041
Date Amount
01/15/33 $725,000
07/15/33 740,000
01/15/34 755,000
07/15/34 770,000
01/15/35 785,000
07/15/35 795,000
01/15/36 810,000
07/15/36 825,000
01/15/37 840,000
07/15/37 860,000
01/15/38 870,000
07/15/38 895,000
01/15/39 910,000
07/15/39 925,000
01/15/40 945,000
07/15/40 960,000
01/15/41 Final maturity 980,000
Total $14,390,000
The Trustee shall credit against the mandatory sinking fund requirement for the Term Bonds, and corresponding
mandatory redemption obligation, in the order determined by the Bond Bank, any Term Bonds which have
previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered
to the Trustee for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit
against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Trustee at
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100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory redemption
date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of
that Term Bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly
reduced; provided, however, the Trustee shall only credit such Term Bond to the extent received on or before 45
days preceding the applicable mandatory redemption date.
If fewer than all the Bonds are called for redemption at one time, the Bonds shall be redeemed in order of maturity
determined by the Bond Bank and by lot within maturity. Each $5,000 principal amount shall be considered a
separate bond for purposes of optional and mandatory redemption. If some Bonds are to be redeemed by optional
and mandatory sinking redemption on the same date, the Trustee shall select by lot the Bonds for optional
redemption before selecting the Bonds by lot for the mandatory sinking fund redemption.
Notice of Redemption:
Notice of redemption shall be mailed to the registered owners of all Bonds to be redeemed at least 30 days but not
more than 45 days prior to the date fixed for such redemption. If any of the Bonds are so called for redemption, and
payment therefore is made to the Trustee in accordance with the terms of the Bond Bank Indenture, then such Bonds
shall cease to bear interest from and after the date fixed for redemption in the call.
BOOK-ENTRY-ONLY SYSTEM
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the
Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,
and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s
participants (the “Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and
clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly (the “Indirect Participants”). DTC has Standard & Poor’s rating of “AA+.” The DTC rules applicable to
its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information
about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond is in turn to be
recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are
to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except
in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee
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do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited,
which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the
Bond Bank Indenture. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,
Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices
be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless
authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to the Bond Bank as soon as possible after the Record Date. The Omnibus Proxy assigns
Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on
the Record Date (identified in a listing attached to the Omnibus Proxy).
Principal, premium and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may
be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon
DTC’s receipt of funds and corresponding detail information from the Bond Bank or the Trustee on the payable date
in accordance with their respective holdings shown on DTC’s records. Payments by Direct and Indirect Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Direct or Indirect Participant and not of DTC, the Trustee or the Bond Bank, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium and
interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Bond Bank or the Trustee, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the Bond Bank or the Trustee. Under such circumstances, in the event that a successor
depository is not obtained, Bond certificates are required to be printed and delivered.
The Bond Bank may decide to discontinue use of the system of book-entry-only transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.
The information in this subcaption concerning DTC and DTC’s book-entry system has been obtained from sources
that the Bond Bank believes to be reliable, but the Bond Bank takes no responsibility for the accuracy thereof.
Discontinuation of Book-Entry System:
In the event that the book-entry system for the Bonds is discontinued, the Trustee would provide for the registration
of the Bonds in the name of the Beneficial Owners thereof. The Bond Bank and the Trustee would treat the person
in whose name any Bond is registered as the absolute owner of such Bond for the purposes of making and receiving
payment of the principal thereof and interest thereon, and for all other purposes, and neither the Bond Bank nor the
Trustee would be bound by any notice or knowledge to the contrary.
Each Bond would be transferable or exchangeable only upon the presentation and surrender thereof at the corporate
trust office of the Trustee, duly endorsed for transfer or exchange, or accompanied by a written assignment duly
executed by the owner or its authorized representative in form satisfactory to the Trustee. Upon due presentation of
any Bonds for transfer or exchange, the Trustee would authenticate and deliver in exchange therefor, within a
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reasonable time after such presentation, a new Bond, registered in the name of the transferee or transferees (in the
case of a transfer), or the owner (in the case of an exchange), in authorized denominations and of the same maturity
and aggregate principal amount and bearing interest at the same rate as the Bond so presented. The Bond Bank or
the Trustee would require the owner of any Bonds to pay a sum sufficient to cover any tax, fee or other
governmental charge required to be paid in connection with the transfer or exchange of such Bonds.
PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION
The Redevelopment Special Benefits Tax (if imposed on the Redevelopment District) is levied and collected in the
same manner as ad valorem property taxes. The boundaries of the Redevelopment District are coterminous with the
boundaries of the City.
The Indiana General Assembly enacted legislation (Indiana Code § 6-1.1-20.6), which provides taxpayers with a tax
credit for all property taxes in an amount that exceeds a certain percentage of the gross assessed value of eligible
property. See “Circuit Breaker Tax Credit” herein for further details on the levy and collection of property taxes.
Real and personal property in the State is assessed each year as of March 1 in a year ending before January 1, 2016,
and as of January 1 in a year beginning after December 31, 2015. On or before August 1 of each year, the County
Auditor must submit to each underlying taxing unit a statement containing (1) information concerning the assessed
valuation in the taxing unit for the next calendar year; (2) an estimate of the taxes to be distributed to the taxing unit
during the last six months of the current calendar year; (3) the current assessed valuation as shown on the abstract of
charges; (4) the average growth in assessed valuation in the taxing unit over the preceding three budget years,
adjusted according to procedures established by the Department of Local Government Finance (“DLGF”) to account
for reassessment under certain provisions of the Indiana Code; and (5) any other information at the disposal of the
County Auditor that might affect the assessed value used in the budget adoption process. The estimated value is
based on property tax lists delivered to the County Auditor by the County Assessor on or before July 1.
The estimated value is used when the governing body of a local taxing unit meets to establish its budget for the next
fiscal year (January 1 through December 31), and to set tax rates and levies. By statute, the budget, tax rate and levy
must be established no later than November 1. The budget, tax levy and tax rate are subject to review and revision
by the DLGF which, under certain circumstances, may revise, reduce or increase the budget, tax rate, or levy of a
taxing unit. The DLGF may increase the tax rate and levy if the tax rate and levy proposed by the City or other
Qualified Entity is not sufficient to make its debt service and lease rental payments. The DLGF must complete its
actions on or before February 15 of the immediately succeeding calendar year. Taxing units have until December 31
of the calendar year immediately preceding the ensuing calendar year to file a shortfall appeal.
On or before March 15, the County Auditor prepares and delivers the tax duplicate, which is a roll of property taxes
payable in that year, to the County Treasurer. Upon receipt of the tax duplicate, the County Auditor publishes notice
of the tax rate in accordance with Indiana statutes. The County Treasurer mails tax statements at least 15 days prior
to the date that the first installment is due (due dates may be delayed due to a general reassessment or other factors).
Property taxes are due and payable to the County Treasurer in two installments on May 10 and November 10, unless
the mailing of tax bills is delayed or a later due date is established by order of the DLGF. If an installment of
property taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added
to the amount due; unless the installment is completely paid within thirty (30) days of the due date and the taxpayer
is not liable for delinquent property taxes first due and payable in a previous year for the same parcel, the amount of
the penalty is five percent (5%) of the amount of the delinquent taxes. On May 11 and November 11 of each year
after one year of delinquency, an additional penalty equal to 10% of any taxes remaining unpaid is added. The
penalties are imposed only on the principal amount of the delinquency. Real property becomes subject to tax sale
procedures on June 30 if a delinquency of more than $25 then exists with respect to an installment due on or before
May 10 of the prior year. With respect to delinquent personal property taxes, each County Treasurer shall serve a
demand upon each county resident who is delinquent in the payment of personal property taxes after November 10,
but before August 1 of the succeeding year. The County Auditor distributes property tax collections to the various
taxing units on or about June 30 after the May 10 payment date and on or about December 31 after the November 10
payment date.
Under State law, personal property is assessed at its actual historical cost less depreciation, whereas real property
assessed after February 28, 2011, must be assessed in accordance with the 2011 Real Property Assessment Manual
(the “Manual”) and the Real Property Assessment Guidelines for 2011 (the “Guidelines”), both published by the
DLGF, pursuant to 50 Indiana Administrative Code 2.4. The purpose of 50 Indiana Administrative Code 2.4 is to
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accurately determine “true tax value” as defined in the Manual and the Guidelines, not to mandate that any specific
assessment method be followed. The Manual defines “true tax value” for all real property, other than agricultural
land, as “the market value in use of a property for its current use, as reflected by the utility received by the owner or
a similar user from that property.” In the case of agricultural land, true tax value shall be the value determined in
accordance with the Guidelines and certain provisions of the Indiana Code. The Manual permits assessing officials
in each county to choose any acceptable mass appraisal method to determine true tax value, taking into
consideration the ease of administration and the uniformity of the assessments produced by that method. The
Guidelines were adopted to provide assessing officials with an acceptable appraisal method, although the Manual
makes it clear that assessing officials are free to select from any number of appraisal methods, provided that they
produce “accurate and uniform values throughout the jurisdiction and across all classes of property.” The Manual
specifies the standards for accuracy and validation that the DLGF uses to determine the acceptability of any
alternative appraisal method.
An assessment determined by an assessing official in accordance with 50 Indiana Administrative Code 2.4 and the
Manual and Guidelines is presumed to be correct. Any evidence relevant to the true tax value of the real property as
of the assessment date may be presented to rebut the presumption of correctness of the assessment. Such evidence
may include an appraisal prepared in accordance with generally recognized appraisal standards; however, there is no
requirement that an appraisal be presented either to support or to rebut an assessment. Instead, the validity of the
assessment shall be evaluated on the basis of all relevant evidence presented. Whether an assessment is correct shall
be determined on the basis of whether, in light of the relevant evidence, it reflects the real property’s true tax value.
There are certain credits, deductions and exemptions available for various classes of property. For instance, real
property may be eligible for certain deductions for mortgages, solar energy heating or cooling systems, wind power
devices, hydroelectric power devices and geothermal energy heating or cooling devices and if such property is
owned by the aged. Residential real property may be eligible for certain deductions for rehabilitation. Real property,
which is the principal residence of the owner thereof, is entitled to certain deductions and may be eligible for
additional deductions, and if such owner is blind or disabled, such property may also be eligible for additional
deductions. Buildings designed and constructed to systematically use coal combustion products throughout the
building may be eligible for certain deductions. Tangible property consisting of coal conversion systems and
resource recovery systems may be eligible for certain deductions. Tangible property or real property owned by
disabled veterans and their surviving spouses may be eligible for certain deductions. Commercial and industrial real
property, new manufacturing equipment and research and development equipment may be entitled to economic
revitalization area deductions. Government owned properties and properties owned, used and occupied for
charitable, educational or religious purposes may be entitled to exemptions from tax. “Net Assessed Value” or
“Taxable Value” represents the “Gross Assessed Value” less certain deductions for mortgages, veterans, the aged,
the blind, economic revitalization areas, resource recovery systems, rehabilitated residential property, solar energy
systems, wind power devices, hydroelectric systems, geothermal devices and tax-exempt property. The “Net
Assessed Value” or “Taxable Value” means an amount equal to the true tax value of property that is the value used
for taxing purposes in the determination of tax rates.
Changes in assessed values of real property occur periodically as a result of general reassessments scheduled by the
State legislature, as well as when changes occur in the property value due to new construction or demolition of
improvements. The current reassessment was effective as of the March 1, 2012 assessment date, and affects taxes
payable beginning in 2013. Before July 1, 2013, and before May 1 of every fourth year thereafter, the County
Assessor will prepare and submit to the DLGF a reassessment plan for its county. The DLGF must complete its
review and approval of the reassessment plan before March 1, 2015, and January 1 of each subsequent year that
follows a year in which the reassessment plan is submitted by the county. The reassessment plan must divide all
parcels of real property in the county into four (4) different groups of parcels. Each group of parcels must contain
approximately twenty-five percent (25%) of the parcels within each class of real property in the county. All real
property in each group of parcels shall be reassessed under the county’s reassessment plan once during each four (4)
year cycle. The reassessment of a group of parcels in a particular class of real property shall begin on May 1 of a
year, and must be completed on or before January 1 of the year after the year in which the reassessment of the group
of parcels begins. For real property included in a group of parcels that is reassessed, the reassessment is the basis for
taxes payable in the year following the year in which the reassessment is to be completed. The county may submit a
reassessment plan that provides for reassessing more than twenty-five percent (25%) of all parcels of real property in
the county in a particular year. A plan may provide that all parcels are to be reassessed in one (1) year. However, a
plan must cover a four (4) year period. All real property in each group of parcels shall be reassessed under the
county’s reassessment plan once during each reassessment cycle. The reassessment of the first group of parcels
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under a county’s reassessment plan was to begin on July 1, 2014, and was to be completed on or before March 1,
2015.
In addition, all real property assessments are revalued annually to reflect market value based on comparable sales
data. This process is generally known as “Trending.” When a change in assessed value occurs, a written notification
is sent to the affected property owner. If the owner wishes to appeal this action, the owner must first request in
writing a preliminary conference with the county or township official who sent the owner such written notification.
That request must be filed with such official within 45 days after the written notification is given to the taxpayer.
That preliminary conference is a prerequisite to a review of the assessment by the county property tax assessment
board of appeals. While the appeal is pending: (1) any taxes on real property which become due on the property in
question must be paid in an amount based on the immediately preceding year’s assessment, or it may be paid based
on the amount that is billed; and (2) any taxes on personal property which become due on the property in question
must be paid in an amount based on the assessed value reported by the taxpayer on the taxpayer’s personal property
tax return, or it may be paid based on the amount billed.
Effective with the tax year payable 2009, the standard deduction for homesteads was increased from the lesser of
$45,000 or 50% of assessed value to the lesser of $45,000 or 60% of assessed value. Additionally, a supplemental
homestead deduction equal to 35% of the next $600,000 of assessed value remaining after the standard deduction
and 25% of the remaining assessed value over $600,000 was implemented beginning in 2009.
Prior to February 15 of each year for taxes to be collected during that year, the DLGF is required to review the
proposed budgets, tax rates and tax levies of each political subdivision, including the City and the Redevelopment
District, and the proposed appropriations from those levies to pay principal of and interest on each political
subdivision’s funding, refunding, judgment funding or other outstanding obligations, to pay judgments rendered
against the political subdivision and to pay the political subdivision's outstanding lease rental obligations
(collectively “bond and lease obligations”) to be due and payable in the next calendar year. If it determines that the
proposed levies and appropriations are insufficient to pay the bond and lease obligations, the DLGF may at any time
increase the tax rate and tax levy of a political subdivision to pay such bond and lease obligations.
CIRCUIT BREAKER TAX CREDIT
Description of Circuit Breaker:
The electors of the State, at the general election held on November 2, 2010, approved an amendment to the State
Constitution (the “Amendment”), which provides taxpayers with a tax credit for all property taxes in an amount that
exceeds a percentage of the gross assessed value of real and personal property eligible for the credit. As a result of
such approval, the Amendment has become a part of the State Constitution.
In particular, under the Amendment, with respect to property taxes first due and payable in 2012 and thereafter, the
State General Assembly is required to limit a taxpayer’s property tax liability as follows:
(1) A taxpayer’s property tax liability on tangible property, including curtilage, used as a principal
place of residence by an:
(a) owner of property;
(b) individual who is buying the tangible property under a contract; or
(c) individual who has a beneficial interest in the owner of the tangible property
(collectively, “Tangible Property”);
may not exceed 1% of the gross assessed value of the property that is the basis for the determination of
property taxes.
(2) A taxpayer’s property tax liability on other residential property may not exceed 2% of the gross
assessed value of the property that is the basis for the determination of property taxes.
(3) A taxpayer’s property tax liability on agricultural property may not exceed 2% of the gross
assessed value of the property that is the basis for the determination of property taxes.
(4) A taxpayer’s property tax liability on other real property may not exceed 3% of the gross assessed
value of the property that is the basis for the determination of property taxes.
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(5) A taxpayer’s property tax liability on personal property (other than personal property that is
Tangible Property or personal property that is other residential property) within a particular taxing district may not
exceed 3% of the gross assessed value of the taxpayer’s personal property that is the basis for the determination of
property taxes within the taxing district.
The Amendment provides that, with respect to property taxes first due and payable in 2012 and thereafter, property
taxes imposed after being approved by the voters in a referendum will not be considered for purposes of calculating
the limits to property tax liability under the provisions of the Amendment described in the preceding paragraphs.
As required by the Amendment, the State General Assembly enacted amendments to Indiana Code § 6-1.1-20.6 (the
“Statute”) for the purposes of limiting a taxpayer’s property tax liability and excluding property taxes imposed after
being approved by the voters in a referendum from the calculation of such limits to property tax liability.
In addition, pursuant to the Statute, certain senior citizens with annual income below specified levels or their
surviving spouses may be entitled to credits in addition to the Circuit Breaker Tax Credit with respect to their
property tax liability attributable to their homesteads.
The application of the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each
political subdivision in which the Circuit Breaker Tax Credit is applied. Except for referendum tax levies approved
by voters for the benefit of school corporations, a political subdivision may not increase its property tax levy or
borrow money to make up for any property tax revenue shortfall due to the application of the Circuit
Breaker Tax Credit.
Political subdivisions are required by law to fully fund the payments of their debt obligations in an amount sufficient
to pay any debt service or lease rentals on outstanding obligations, regardless of any reduction in property tax
collections due to the application of the Circuit Breaker Tax Credit. Upon the failure of a political subdivision to pay
any of the political subdivision’s Debt Service Obligations (as hereinafter defined) during a calendar year when due,
the Treasurer of State, upon being notified of the failure by a claimant, shall pay the unpaid Debt Service
Obligations that are due from money in possession of the State that would otherwise be available for distribution to
the political subdivision under any other law, deducting such payment from the amount distributed. A deduction
must be made: (1) first, from distributions of local income taxes (“LIT”) that would otherwise be distributed to the
county; and (2) second, from any other undistributed funds of the political subdivision in possession of the State.
“Debt Service Obligations” of a political subdivision means (1) the principal and interest payable during a calendar
year on bonds and (2) lease rental payments payable during a calendar year on leases of such political subdivision,
which are payable from ad valorem property taxes.
The Statute categorizes property taxes levied to pay Debt Service Obligations as “protected taxes,” regardless of
whether the property taxes were approved at a referendum, and all other property taxes as “unprotected taxes.” For
property taxes due and payable in 2014 and thereafter, the total amount of revenue to be distributed to a fund for
which protected taxes were imposed shall be determined as if no Circuit Breaker Tax Credit was applied. The total
amount of the loss in revenue due to the application of the Circuit Breaker Tax Credit must reduce only the amount
of unprotected taxes distributed to a fund using the following criteria: (1) the reduction may be allocated in the
amounts determined by the political subdivision using a combination of unprotected taxes of the political
subdivision in those taxing districts in which the credit caused a reduction in protected taxes; and (2) the tax revenue
and each fund of any other political subdivisions must not be affected by the reduction. If the allocation of property
tax reductions to funds receiving only unprotected taxes is insufficient to offset the amount of the Circuit Breaker
Tax Credit or there is not a fund receiving only unprotected taxes from which to distribute revenue, the revenue for a
fund receiving protected taxes will also be reduced. If a fund receiving protected taxes is reduced, the statute
provides that a political subdivision may transfer money from any other available source in order to meet its Debt
Service Obligations. The amount of this transfer is limited to the amount by which the protected taxes are
insufficient to meet Debt Service Obligations.
This application of property tax revenues may impact the ability of political subdivisions to provide existing levels
of service and, in extreme cases, the ability to make debt service or lease rental payments.
The Qualified Entities cannot predict the timing, likelihood or impact on property tax collections of any future
actions taken, amendments to the Constitution of the State of Indiana or legislation enacted, regulations or rulings
promulgated or issued to implement any such regulations, statutes or the Amendment described above or of future
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property tax reform in general. There has been no judicial interpretation of this legislation. In addition, there can be
no assurance as to future events or legislation that may affect the Circuit Breaker Tax Credit or the collection of
special benefits taxes by the Qualified Entities.
Estimated Circuit Breaker Tax Credit for the City:
According to the DLGF, the Circuit Breaker Tax Credits allocable to the City for budget years 2014 and 2015 were
$1,105,727 and $1,132,485, respectively. The Circuit Breaker Tax Credit for budget year 2016 is $2,917,489. These
amounts do not include the estimated debt service on or lease rental payments due with respect to the Qualified
Obligations.
The Circuit Breaker Tax Credit amounts above do not reflect the potential effect of any further changes in the
property tax system or methods of funding local government that may be enacted by the Indiana General Assembly
in the future. The effects of these changes could affect the Circuit Breaker Tax Credit and the impact could be
material. Other future events, such as the loss of a major taxpayer, reductions in assessed value, increases in
property tax rates of overlapping taxing units or the reduction in LIT applied to property tax relief could increase
effective property tax rates and the amount of the lost revenue due to the Circuit Breaker Tax Credit, and the
resulting increase could be material.
CONTINUING DISCLOSURE
General:
Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in SEC
Rule 15c2-12, as amended (the “Rule”), the City will enter into a Continuing Disclosure Undertaking Agreement on
behalf of the Commission and the Authority, to be dated the date of the closing of the Bonds (the “Disclosure
Agreement”). The Qualified Entities are the only obligated persons under the Rule and the Disclosure Agreement.
The Bond Bank is not a party to the Disclosure Agreement and is not an obligated person thereunder.
Pursuant to the terms of the Disclosure Agreement, the City will covenant for the benefit of the Bondholders and the
Beneficial Owners (as hereinafter defined under this caption only), to provide or cause to be provided: (1) each year,
certain financial information and operating data relating to the City for its preceding fiscal year (the “Annual
Report”) within one hundred eighty (180) days after the close of each fiscal year of the City, commencing with the
Annual Report for its fiscal year ended December 31, 2016; provided, however, that if the audited financial
statements of the City are not available by such date, they will be provided when and if available, and unaudited
financial statements in a format similar to the audited financial statements then mo st recently prepared for the City
or in the form provided by the State on an annual basis will be included in the Annual Report; and (2) timely notices
of the occurrence of certain enumerated events. Currently, the City’s fiscal year commences on January 1.
“Beneficial Owner” means, under this caption only, any person which has or shares power, directly or indirectly, to
make investment decisions concerning the ownership of any Bonds (including any person holding Bonds through
nominees, depositories or other intermediaries).
The Annual Report will be provided by the City to the Municipal Securities Rulemaking Board (the “MSRB”). If the
City is unable to provide to the MSRB an Annual Report by the date required, the City shall provide, in a timely
manner, to the MSRB, a notice of the failure to file the Annual Report by such date. The notices of the occurrence
of certain enumerated events will be provided by the City to the MSRB. Each Annual Report and each of the
foregoing notices shall be provided in an electronic format and accompanied by identifying information as
prescribed by the MSRB.
The information to be contained in the Annual Report, the enumerated events, the occurrence of which will require a
notice, and the other terms of the Disclosure Agreement are set forth in Appendix G herein.
Compliance with Previous Undertakings:
No discussion of the Bond Bank’s compliance with previous undertakings is included herein, because the Bond
Bank is not a party to the Undertaking Agreement and is not an obligated person with respect to the Rule. In the
previous five years, the City has never failed to comply, in all material respects, with any previous undertakings in a
written contract or agreement specified in subsection (b)(5)(i) of the Rule, except to the extent that the following are
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deemed to be material. In some instances, the following events were a result of information not being correctly
linked to the correct CUSIP number.
In regards to the Waterworks Revenue Bonds of 2002, Series B, which were fully refunded in 2012, a rating change
for bond insurer Financial Security Assurance, Inc. (FSA), now Assured Guaranty Municipal Corporation, was not
filed. The Waterworks Revenue Bonds of 2002, Series B have been fully refunded and are no longer outstanding.
In regards to the County Option Income Tax Lease Rental Revenue Refunding Bonds of 2004, which were fully
refunded in 2014, a rating change for bond insurer MBIA Insurance Corporation, now National Public Finance
Guarantee Corporation, was not filed. The County Option Income Tax Lease Rental Revenue Refunding Bonds of
2004 have been fully refunded and are no longer outstanding.
In regards to the Sewage Works Revenue Bonds of 2005, the audit for the calendar year ending December 31, 2011
was not filed on a timely basis. The audit was not filed until May 21, 2013. The operating data for the calendar years
ending December 31, 2011 and December 31, 2012 and audit for the calendar year ending December 31, 2012 were
not filed on a timely basis. The operating data and audit were not filed until April 22, 2014. The operating data for
the calendar year ending December 31, 2011 was also filed on April 25, 2014. The operating data for the calendar
year ending December 31, 2013 was filed on June 30, 2014, one day late. The audit for the calendar year ending
December 31, 2014 was not filed on a timely basis. The audit was provided to the MSRB through EMMA on March
25, 2016.
In regards to the County Option Income Tax Lease Rental Revenue Bonds, Series 2006, certain rating changes for
bond insurer MBIA Insurance Corporation, now National Public Finance Guarantee Corporation, were not filed on a
timely basis. The rating changes were not filed until September 3, 2014.
In regards to the Indiana Bond Bank Special Program Bonds, Series 2008B - Current Interest Bonds, the audit for
the calendar year ending December 31, 2011 was not filed on a timely basis. The audit was not filed until May 21,
2013. The operating data for the calendar years ending December 31, 2011 and December 31, 2012 and audit for the
calendar year ending December 31, 2012 were not filed on a timely basis. The operating data and audit were not
filed until April 22, 2014. The operating data specific to the water utility for the calendar year ending December 31,
2012 was filed on June 27, 2014. The operating data for the calendar year ending December 31, 2013 was filed on
June 30, 2014, one day late. A rating change for bond insurer Financial Security Assurance, Inc. (FSA), now
Assured Guaranty Municipal Corporation, was not filed on a timely basis. The rating change was provided to the
MSRB through EMMA on March 25, 2016.
In regards to the Indiana Bond Bank Special Program Bonds, Series 2008B - Capital Appreciation Bonds, the audit
for the calendar year ending December 31, 2011 was not filed on a timely basis. The audit was not filed until May
21, 2013. The operating data for the calendar years ending December 31, 2011 and December 31, 2012 and audit for
the calendar year ending December 31, 2012 were not filed on a timely basis. The operating data and audit were not
filed until April 22, 2014. The operating data specific to the water utility for the calendar year ending December 31,
2012 was filed on June 27, 2014. The operating data for the calendar year ending December 31, 2013 was filed on
June 30, 2014, one day late. A rating change for bond insurer Financial Security Assurance, Inc. (FSA), now
Assured Guaranty Municipal Corporation, was not filed on a timely basis. The rating change was provided to the
MSRB through EMMA on March 25, 2016.
In regards to the Lease Rental Revenue Refunding Bonds of 2011, the unaudited financials for the calendar year
ending December 31, 2011 were not filed on a timely basis. The unaudited financials were not filed until September
3, 2014.
In regards to the Junior Waterworks Revenue Bonds of 2012, the audit and operating data for the calendar year
ending December 31, 2012 were not filed on a timely basis. The audit and operating data were not filed until April
21, 2014. The operating data specific to the water utility for the calendar year ending December 31, 2012 was filed
on June 27, 2014 and March 28, 2016.
In regards to the Sewage Works Revenue Bonds of 2012, the audit and operating data for the calendar year ending
December 31, 2012 were not filed on a timely basis. The audit and operating data were not filed until April 22,
2014. The unaudited financials for the calendar year ending December 31, 2012 were not filed on a timely basis.
The unaudited financials were provided to the MSRB through EMMA on March 25, 2016. A rating change for bond
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insurer Assured Guaranty Municipal Corporation was not filed on a timely basis. The rating change was provided to
the MSRB through EMMA on March 25, 2016.
In regards to the Lease Rental Revenue Multipurpose Bonds, Series 2012A, the unaudited financials and operating
data for the calendar year ending December 31, 2015 were not property linked. Such linkage issue has been
corrected.
Upon remedying the foregoing untimely filings by the Qualified Entities, as well as the fact that certain obligations
have been defeased and the undertaking for those obligations has been terminated as a result of such defeasance, the
Qualified Entities are now in full compliance with their undertaking agreements. In addition, the Qualified Entities’
dissemination agent, H.J. Umbaugh & Associates, Certified Public Accountants, LLP, has established additional
policies and procedures to facilitate the process of timely filings on behalf of the Qualified Entities.
The information in this subcaption concerning the Qualified Entities’ compliance with previous undertakings has
been obtained from sources that the Bond Bank believes to be reliable, but the Bond Bank takes no responsibility for
the accuracy thereof.
BOND RATING
S&P Global Ratings (“S&P”) has assigned a bond rating of “AA+” to the Bonds. Such rating reflects only the view
of S&P and any explanation of the significance of such rating may only be obtained from S&P.
The rating is not a recommendation to buy, sell or hold the Bonds, and such rating may be subject to revision or
withdrawal at any time by S&P. Any downward revision or withdrawal of the rating may have an adverse effect
upon the market price of the Bonds.
The Bond Bank did not apply to any other rating service for a rating on the Bonds.
UNDERWRITING
The Bonds are being purchased, subject to certain conditions, by Stifel, Nicolaus & Company, Incorporated, as
representative of itself and the underwriters identified on the outside front cover page hereof (the “Underwriters”), at
a purchase price of $29,601,120.00, which is the par amount of the Bonds of $29,720,000.00 less the Underwriters’
discount of $118,880.00.
The Underwriters intend to offer the Bonds to the public at the offering prices set forth on the inside cover page of
this Official Statement. The Underwriters may allow concessions to certain dealers (including dealers in a selling
group of the Underwriters and other dealers depositing the Bonds into investment trusts), who may reallow
concessions to other dealers. After the initial public offering, the public offering price may be varied from time to
time by the Underwriters.
FINANCIAL ADVISOR
H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the “Financial Advisor”) (“Umbaugh”) has been
retained by the Bond Bank and the Qualified Entities to provide certain financial advisory services including, among
other things, preparation of the deemed “nearly final” Preliminary Official Statement and the Final Official
Statement (the “Official Statements”). The information contained in the Official Statements has been compiled from
records and other materials provided by officials of the Qualified Entities and other sources deemed to be
reliable. The Financial Advisor has not and will not independently verify the completeness and accuracy of the
information contained in the Official Statements.
The Financial Advisor’s duties, responsibilities and fees arise solely as Financial Advisor to the Bond Bank and the
Qualified Entities and they have no secondary obligations or other responsibility. However, Umbaugh is preparing
the Bond Bank Cash Flow Sufficiency Report for the Bonds and the Lease Sufficiency Report related to Qualified
Obligation 2. The Financial Advisor’s fees are expected to be paid from proceeds of the Bonds and the Qualified
Obligations.
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Municipal Advisor Registration:
Umbaugh is a Municipal Advisor registered with the Securities and Exchange Commission and the Municipal
Securities Rulemaking Board. As such, Umbaugh is providing certain specific municipal advisory services to the
Bond Bank, but is neither a placement agent to the Bond Bank nor a broker/dealer.
The offer and sale of the Bonds shall be made by the Bond Bank, in the sole discretion of the Bond Bank, and under
its control and supervision. The Bond Bank agrees that Umbaugh does not undertake to sell or attempt to sell the
Bonds, and will take no part in the sale thereof.
Other Financial Industry Activities and Affiliations:
Umbaugh Cash Advisory Services, LLC (“UCAS”) is a wholly-owned subsidiary of Umbaugh. UCAS is registered
as an investment adviser with the Securities and Exchange Commission under the federal Investment Advisers Act.
UCAS provides non-discretionary investment advice with the purpose of helping clients create and maintain a
disciplined approach to investing their funds prudently and effectively. UCAS may provide advisory services to the
clients of Umbaugh.
UCAS has no other activities or arrangements that are material to its advisory business or its clients with a related
person who is a broker/dealer, investment company, other investment adviser or financial planner, bank, law firm or
other financial entity.
LEGISLATIVE PROPOSALS
Legislation affecting municipal bonds is considered from time to time by the United States Congress and the
Executive Branch, including some proposed changes under consideration at the time of issuance of the Bonds. Bond
Counsel’s opinion is based upon the law in existence on the date of issuance of the Bonds. It is possible that
legislation enacted after the date of issuance of the Bonds or proposed for consideration will have an adverse effect
on the market price of the Bonds.
Legislation affecting municipal bonds is considered from time to time by the Indiana legislature and Executive
Branch. It is possible that legislation enacted after the date of the Bonds or proposed for consideration will have an
adverse effect on payment or timing of payment or other matters impacting the Bonds or the Qualified Obligations.
The Bond Bank cannot predict the outcome of any such federal or state proposals as to passage, ultimate content or
impact if passed, or timing of consideration or passage. Purchasers of the Bonds should reach their own conclusions
regarding the impact of any such federal or state proposals.
TAX MATTERS
Interest on the Bonds is not excludable from gross income for federal income tax purposes. In the opinion of Bond
Counsel, under existing laws, interest on the Bonds is exempt from income taxation in the State for all purposes,
except the State financial institutions tax. See Appendix F for the form of opinion of Bond Counsel.
Although Bond Counsel will render an opinion that interest on the Bonds is exempt from State income tax, the
accrual or receipt of interest on the Bonds may otherwise affect an owner’s state tax liability. The nature and extent
of these other tax consequences will depend upon the owner’s particular tax status and the owner’s other items of
income or deduction. Bond Counsel expresses no opinion regarding any other such tax consequences. Prospective
purchasers of the Bonds should consult their own tax advisors with regard to the other tax consequences of owning
the Bonds.
The foregoing does not purport to be a comprehensive description of all of the tax consequences of owning the
Bonds. Prospective purchasers of the Bonds should consult their own tax advisors with respect to the foregoing and
other tax consequences of owning the Bonds.
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LITIGATION
There is no litigation pending, or, to the knowledge of the officers for the Bond Bank, threatened, against the Bond
Bank or the Qualified Entities, which in any way questions or affects the validity of the Bonds or the Qualified
Obligations, or any proceedings or transactions relating to the issuance, sale or delivery thereof.
The officers and counsel for the Bond Bank and the Qualified Entities will certify at the time of delivery of the
Bonds and the Qualified Obligations that there is no litigation pending or in any way threatened questioning the
validity of the Bonds or the Qualified Obligations, or any of the proceedings had relating to the authorization,
issuance and sale of the Bonds or the Qualified Obligations that would result in a material adverse impact on the
financial condition of the Bond Bank or the Qualified Entities or the ability of the Bond Bank or the Qualified
Entities to pay debt service on the Bonds or the Qualified Obligations, respectively.
CERTAIN LEGAL MATTERS
Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the unqualified approving
opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, as Bond Counsel to the Bond Bank and the Qualified
Entities, whose approving opinion will be available at the time of delivery of the Bonds. Barnes & Thornburg LLP
has not been asked nor has it undertaken to review the accuracy or sufficiency of this Official Statement, and will
express no opinion thereon. The form of opinion of Bond Counsel with respect to the Bonds is included in
Appendix F of this Official Statement.
Certain legal matters will be passed on for the City by Douglas C. Haney as Corporation Counsel for the City, for
the Carmel Redevelopment Commission by its counsel Wallack Somers & Haas, P.C., and for the Underwriters by
their counsel, Faegre Baker Daniels LLP, Minneapolis, Minnesota and Indianapolis, Indiana.
Barnes & Thornburg LLP, Indianapolis, Indiana, serves as bond counsel to each of the Qualified Entities in
connection with the issuance, execution and delivery of the respective Qualified Obligations and will be passing on
certain legal matters in connection therewith. Issuance of the Qualified Obligations and sale of the Qualified
Obligations to the Bond Bank is subject to the unqualified approving opinion of Barnes & Thornburg LLP.
LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES
The enforceability of the rights and remedies of the Trustee or the registered owners of the Bonds under the Bond
Bank Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay.
Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United
States Code (the federal bankruptcy code), the enforceability of the rights and remedies under the Bond Bank
Indenture may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the
enforceability of the various legal instruments by limitations imposed by the valid exercise of the constitutional
powers of the State and the United States of America and bankruptcy, reorganization, insolvency or other similar
laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Those exceptions would encompass any exercise of
federal, State or local police powers (including the police powers of the City, the County and the State), in a manner
consistent with the public health and welfare. The enforceability of the Bond Bank Indenture, in a situation where
such enforcement may adversely affect the public health and welfare, may be subject to those police powers.
APPENDIX A
TABLE OF CONTENTS
Page(s)
City of Carmel
General Physical and Demographic Information
Location and General Characteristics ............................................................................................................. A-1
Governmental Structure ....................................................................................................................... A-1 - A-2
Planning and Zoning ...................................................................................................................................... A-2
Education ...................................................................................................................................................... A-2
Pension Obligations ............................................................................................................................. A-2 - A-4
Other Post-Employment Benefits (OPEB) ..................................................................................................... A-4
General Economic and Financial Information
Commerce and Industry ....................................................................................................................... A-4 - A-5
Large Employers ............................................................................................................................................ A-6
Employment ................................................................................................................................................... A-7
Housing Sales ................................................................................................................................................. A-7
Building Permits ............................................................................................................................................. A-7
Population ...................................................................................................................................................... A-8
Age Statistics .................................................................................................................................................. A-8
Educational Attainment .................................................................................................................................. A-8
Miscellaneous Economic Information ............................................................................................................ A-9
Schedule of Indebtedness ................................................................................................................. A-10 - A-11
Debt Ratios ................................................................................................................................................... A-12
Carmel Redevelopment District Debt Limit ................................................................................................. A-12
Schedule of Historical Net Assessed Valuation ........................................................................................... A-13
Detail of Net Assessed Valuation ................................................................................................................. A-14
Comparative Schedule of Certified Tax Rates ............................................................................................. A-15
Property Taxes Levied and Collected........................................................................................................... A-16
Large Taxpayers ........................................................................................................................................... A-17
Statement of Receipts, Disbursements, and Cash and Investment Balances - Regulatory Basis ..... A-18 - A-23
Statement of Receipts and Disbursements ....................................................................................... A-24 - A-25
Detail of General Fund Receipts and Disbursements ....................................................................... A-26 - A-27
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A-1
CITY OF CARMEL
GENERAL PHYSICAL AND DEMOGRAPHIC INFORMATION
LOCATION AND GENERAL CHARACTERISTICS
The City of Carmel is located in Hamilton County directly north of Indianapolis. The City has experienced
tremendous growth within the past few decades as represented in the population statistics presented herein. The
City serves mainly as a residential and commercial area for both Carmel and Indianapolis professionals. Personal
income statistics are above the national and State of Indiana averages. Hamilton County ranks first in the State of
Indiana for median household income and second in the State for per capita personal income. The unemployment
rate in Hamilton County has been substantially lower than that of the State of Indiana during the past 10 years. The
City is recognized for its sound corporate environment, high quality residential neighborhoods, outstanding schools,
cultural amenities, well-developed infrastructure, and strong economy. The City was ranked as the number one best
place to live in America and number three best place to live in America for cities with a population of 50,000 to
300,000 by Money Magazine in 2012 and 2014, respectively. The proximity of Carmel to Indianapolis provides
increased employment and higher education opportunities for local residents.
The City’s proximity to Indianapolis also provides Carmel residents with an abundance of cultural, recreational, and
entertainment activities including the Indianapolis Symphony Orchestra, Clowes Memorial Hall, the Ballet Theater
and Opera Company, the Indianapolis Children’s Choir, the Indianapolis Museum of Art, the Indiana State Museum,
the Eiteljorg Museum of American Indians and Western Art, the Indiana Repertory Theatre, and the Children’s
Museum of Indianapolis.
Indianapolis, famous for “Indy 500” racing and home of the “Indiana Pacers”, the “Indiana Fever”, the “Indianapolis
Colts”, the “Indy Eleven” professional soccer team, and the “Indianapolis Indians”, is also known as the amateur
sports capital of the United States. Numerous facilities provide spectator sporting events, as well as facilities open
to the public for swimming, tennis, and bicycling. Many public and private golf courses are located throughout the
metropolitan area. The downtown White River State Park includes a 78-acre Indianapolis Zoo and the White River
Gardens.
During the past ten years, park land in Carmel has increased from 20 to nearly 1,000 acres through purchases and
gifts. Central Park, which opened in 2007, provides many recreational opportunities for residents of the City. The
park includes a 146,000 square foot community recreation center, which houses a three-court gymnasium, an indoor
walking/jogging track, a workout center, meeting rooms, a banquet facility, park offices, and outdoor and indoor
aquatic centers. Another unique Carmel recreational feature is the Monon Greenway, a 5-mile paved trail built on
an old rail corridor, which extends through the center of Carmel and links into the 10.5-mile Monon Trail system
that extends all the way to downtown Indianapolis. The trail system is very popular with joggers, walkers,
bicyclists, and roller bladers.
Cultural activities are provided by the $175 million Center for the Performing Arts in City Center, which includes
the Palladium - a state of the art, 1,600 seat concert hall; the Tarkington, a 500-seat proscenium theater and the 200-
seat Studio Theater. The Center is home to many local arts organizations including The Booth Tarkington Civic
Theatre and the Carmel Symphony Orchestra.
The Carmel Arts and Design District, located in the heart of Old Town Carmel, is comprised of galleries, eateries,
boutiques, gift and interior design shops, antique stores, and other retail establishments geared toward the arts. It is
also home to the Indiana Design Center, a premier destination for design in the Midwest.
The Carmel Clay Public Library serves residents of the City. The library provides students, teachers and residents
of the City access to books, other resource materials and programs located in the library as well as a new mobile
library service. The library is consistently ranked in the top ten libraries in the country by Hennen's American
Public Library Ratings ("HAPLR"). The present 116,000 square foot facility provides state-of-the-art technology,
group study rooms and two technology centers.
GOVERNMENTAL STRUCTURE
The City of Carmel is governed by a seven-member City Council, with each member elected to a four-year term.
The Mayor serves as the chief executive of the City and serves a four-year term. The Clerk-Treasurer, also elected to
a four-year term, is responsible for the financial records of the City. Additional City departments include the
following:
A-2
Board of Public Works Information and Communications Systems
Board of Zoning Appeals Law
Cable and Telecommunications Commission Parks & Recreation
Communications Center (911) Plan Commission
Community Development Corporation Planning and Zoning
Community Relations Police
Economic Development Commission Redevelopment Authority
Engineering Redevelopment Commission
Ethics Commission Storm Water Management
Fire Streets
Historic Preservation Commission Utilities
Human Resources
The City employs a total of approximately 534 full-time and 15-20 part-time employees with union representation as
follows:
Union Name
Union
Representation
Contract
Expiration Date
Carmel Professional Firefighters IAFF #4444 Firefighters 12/31/16
Fraternal Order of Police Police 12/31/16
As of July 8 , 2016, the City employed 145 firefighters and 113 police officers who are eligible for union
membership.
City of Second Class Stature: On January 4, 2016, the Common Council of the City adopted an ordinance declaring
the City as a city of second class stature pursuant to Indiana Code § 36-4-1-1.1. Although effective immediately,
several related changes will occur at the next election. Two new City Councilors will be elected in November of
2019, taking office January 1, 2020, and creating a nine-member City Council. One Councilor will be elected from a
newly created district and one will be elected at-large. In addition, a new City Controller will be appointed by the
Mayor and will assume the role of fiscal officer for the City with responsibility for the financial records of the City,
replacing the current Clerk-Treasurer position. A new City Clerk will be elected at that time and will assume the
responsibilities of clerk of the city court.
PLANNING AND ZONING
The Carmel Plan Commission promotes orderly growth throughout the City and other areas of Clay Township. The
11-member Plan Commission is appointed by the Mayor (5), City Council (1), Park Board (1), City Engineer (1),
Board of Public Works (1) and County Commissioners (2). The Board of Zoning Appeals has five members
appointed by the Mayor, City Council and Plan Commission.
EDUCATION
Carmel Clay Schools serves the residents of the City and surrounding Clay Township. Currently, the school system
has one high school, three middle schools and eleven elementary schools. The superintendent’s office reports 2015 -
2016 enrollment for the School Corporation at 15,855 students, with approximately 1,069 certified and 1,315 non-
certified employees. Special studies in the areas of Gifted & Talented, English as a New Language, Special
Education, and Title 1 services are provided by the School Corporation. In addition, the J. Everett Light Career
Center provides vocational programs in auto mechanics, computers, construction trades, dental occupations,
electronics, machine trades and radio/television production, among others.
PENSION OBLIGATIONS
Public Employees’ Retirement Fund
Plan Description
The Indiana Public Employees’ Retirement Fund (PERF) is a defined benefit pension plan. PERF is an agent
multiple-employer public employee retirement system, which provides retirement benefits to plan members and
beneficiaries. All full-time employees are eligible to participate in this defined benefit plan. State statutes (IC 5-
10.2 and IC 5-10.3) govern, through the Indiana Public Retirement System (INPRS) Board, most requirements of
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the system, and give the City authority to contribute to the plan. The PERF retirement benefit consists of the
pension provided by employer contributions plus an annuity provided by the member's annuity savings account.
The annuity savings account consists of members’ contributions, set by state statute at 3 percent of compensation,
plus the interest credited to the member's account. The employer may elect to make the contributions on behalf of
the member.
INPRS administers the plan and issues a publicly available financial report that includes financial statements and
required supplementary information for the plan as a whole and for its participants. That report may be obtained by
contacting:
Indiana Public Retirement System
1 North Capitol Street, Suite 001
Indianapolis, Indiana 46204
Phone (888) 526-1687
Funding Policy and Annual Pension Cost
The contribution requirements of the plan members for PERF are established by the Board of Trustees of INPRS.
1925 Police Officers’ Pension Plan
Plan Description
The 1925 Police Officers’ Pension Plan is a single-employer defined benefit pension plan. The plan is administered
by the local pension board as authorized by State statute (IC 36-8-6). The plan provides retirement, disability, and
death benefits to plan members and beneficiaries. The plan was established by the plan administrator, as provided
by State statute. The plan administrator does not issue a publicly available financial report that includes financial
statements and required supplementary information of the plan.
Funding Policy
The contribution requirements of plan members for the 1925 Police Officers’ Pension Plan are established by State
statute.
On Behalf Payments
The 1925 Police Officers’ Pension Plan is funded by the State of Indiana through the Indiana Public Retirement
System as provided under IC 5-10.3-11.
1937 Firefighters’ Pension Plan
Plan Description
The 1937 Firefighters’ Pension Plan is a single-employer defined benefit pension plan. The plan is administered by
the local pension board as authorized by State statute (IC 36-8-7). The plan provides retirement, disability, and
death benefits to plan members and beneficiaries. The plan was established by the plan administrator, as provided
by State statute. The plan administrator does not issue a publicly available financial report that includes financial
statements and required supplementary information of the plan.
Funding Policy
The contribution requirements of plan members for the 1937 Firefighters’ Pension Plan are established by State
statute.
On Behalf Payments
The 1937 Firefighters’ Pension Plan is funded by the State of Indiana through the Indiana Public Retirement
System as provided under IC 5-10.3-11.
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1977 Police Officers’ and Firefighters’ Pension and Disability Fund
Plan Description
The 1977 Police Officers’ and Firefighters’ Pension and Disability Fund is a cost-sharing multiple-employer
defined benefit pension plan administered by the Indiana Public Employees’ Retirement Plan for all police officers
and firefighters hired after April 30, 1977.
State statute (IC 36-8-8) regulates the operations of the system, including benefits, vesting, and requirements for
contributions by employers and by employees. Covered employees may retire at age 52 with 20 years of service.
An employee with 20 years of service may leave service, but will not receive benefits until reaching age 52. The
plan also provides for death and disability benefits.
INPRS issues a publicly available financial report that includes financial statements and required supplementary
information for the plan as a whole and for its participants. That report may be obtained by contacting:
Indiana Public Retirement System
1 North Capitol Street, Suite 001
Indianapolis, Indiana 46204
Phone (888) 526-1687
Funding Policy
The contribution requirements of plan members and the City are established by the Board of Trustees of INPRS.
OTHER POST-EMPLOYMENT BENEFITS (OPEB)
The City currently provides other post-employment benefits (OPEB) in the form of health care benefits for retirees.
Such benefits are self-funded by the City and administrated by a third party. The City is under no legal obligation to
make payments for existing hires or to continue to offer similar benefits for future new hires. However, although not
legally enforceable, the City anticipates making payments related to retiree health care in the future. Additional
information regarding anticipated future payments can be found in the Comprehensive Fiscal Plan of the City. The
City’s current OPEB liability, as estimated by C.L. Coonrod & Co. through 2023, is approximately $4,402,470.
GENERAL ECONOMIC AND FINANCIAL INFORMATION
COMMERCE AND INDUSTRY
The City has experienced extensive residential and commercial development in recent years and has been one of the
fastest growing areas in the Indianapolis Metropolitan Area. Approximately 100 companies have international,
national or regional headquarters located in the City. Hamilton County has the second highest per capita income and
highest median household income in the State of Indiana.
More than 2,300 jobs have been added since October 2015. The newest or expanded businesses in Carmel include
Allied Solutions, Delta Faucet expansion, Demand Jump, Eleven Fifty Consulting, enVista, Flix Brewhouse, Geico,
GyanSys- relocation, HDR Advisory, Kroger, Market District, Next Gear, Orchard Software, Policy Stat, Stratice
Healthcare and Theta Chi, relocation.
Along US 31, known as the Meridian Corporate Corridor, numerous modern multi-story office complexes have been
built in recent years. The corporate headquarters and offices of major corporations such as Delta Faucet, Allied
Solutions, American Specialty Health, Blue Horseshoe Solutions, CNO Financial Group, Inc., formerly Conseco,
Inc., Monster.com, and Liberty Mutual Insurance are among the many office complexes which form the Meridian
Corridor. In addition to these corporate headquarters, the Corridor's strength as a provider of medical services is
attested to by numerous health care facilities, including St. Vincent Carmel Hospital and its newly built Women’s
Center, St. Vincent Heart Center, I.U. Health North Hospital (formerly Clarian North Medical Center) and
Franciscan St. Francis Health.
One of the city’s largest employers is CNO Financial Group, Inc. It is a life insurance holding company that was
founded in 1979 and acquired numerous insurance companies in the 1980s and 1990s. In May 2010, the company
changed its name from Conseco to CNO Financial Group, Inc. According to company officials, the number of
employees is currently approximately 1,700.
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Liberty Mutual Insurance, which began operations in 1912, employs 1,200 according to company officials. The
employment trend has been steady in the past year and is expected to remain steady in the upcoming year.
Midcontinent Independent Transmission System Operator, Inc. (MISO) located its corporate headquarters in Carmel
in 2002, constructed a second building in 2012 and just announced another expansion of offices and jobs in a new
facility that will be built adjacent to its existing structure. The company employs approximately 854 according to
company personnel and expects employment to increase by 50 to 70 employees by the end of 2016.
Several other established major employers in the City include GEICO with more than 1,200 employees; Resort
Condominium Intl. (RCI), a resort hotel exchange network, with 1,100 employees per Invest Hamilton County; The
Capital Group, a financial services management company, with approximately 1,000 employees; Next Gear Capital
with 877 employees; KAR Auction with 850 employees; American Specialty Health with 650 employees; the world
headquarters for Firestone Industrial Products with 400 employees; according to Invest Hamilton County, Duke
Realty with 475 employees; Allegion, the divisional headquarters for a security technology company, with 400
employees; and Delta Faucet with 360 employees in Carmel.
In 1998, the City of Carmel and its Redevelopment Commission began an aggressive effort to redevelop and
revitalize the center of the City, including the historic downtown, into a cultural and civic center, undergoing a
tremendous amount of new construction, including offices, restaurants, retail, up-scale apartments, condominiums,
town homes and public spaces and monuments designed to create a vibrant urban atmosphere.
The oldest part of this area is known today as the Carmel Arts & Design District, home to more than 100 arts and
design related businesses, including art galleries, design studios and the Indiana Design Center, where professional
designers maintain offices and showrooms.
The City Center redevelopment project is home to the Center for the Performing Arts and several mixed-use
buildings, including Carmel City Center, the James, the Nash, the Mezz on the Monon and nearly a dozen more
buildings scheduled to be constructed in the next few years.
The city also recently approved a new redevelopment project known as Midtown, which will include mixed-use
buildings and has already attracted two corporate headquarters in buildings that will be under construction this year.
Finally, the city has approved a redevelopment project area on the southern border of the city government center
known as the Proscenium. It is in the beginning stages of transforming under-utilized land into a mixed-use project
with six buildings, located along a very heavily traveled roadway.
Development has also occurred in Carmel in an area called Clay Terrace. This up-scale open-air retail environment
includes approximately 500,000 square feet of retail space, dining options and 70,000 square feet of second story
office space and an area for shows and concerts. The $100 million development opened in October 2004.
Due to substantial growth in Carmel, the City saw the need to redesign Keystone Parkway. The City took State Road
431 over from the State and transformed it into free-flowing Keystone Parkway. Carmel received $90 million from
the State for reconstruction. The unique and award-winning design with double roundabout interchanges allows
traffic to travel more easily through this previously congested thoroughfare.
In 2011, construction began on a project to upgrade 13 miles of existing highway on US 31 between I-465 in
Indianapolis to SR 38 north of the City. Now substantially completed, the reconstruction of US 31 has added new
roundabout interchanges and reconstructed ramps and bridges and has reduced congestion and improved safety in
the area. Additionally, the creation of new interchanges has helped spur additional economic development on Main
Street.
Year
Name Established Type of Business
Carmel Clay Schools 1888 Public education 2,384 (1)
CNO Financial Group, Inc., formerly
Conseco, Inc.1979 Life insurance holding company 1,700
Liberty Mutual Insurance 1912 Insurance company 1,200
GEICO 2013 Auto insurance company 1,200 (2)
Resort Condominium Intl. (RCI)1974 Vacation exchange network and services 1,100 (2)
I.U. Health North Hospital, formerly 2005 Acute healthcare facility 1,080
Clarian North Medical Center
The Capital Group 2007 Financial services 1,000 (3)
Next Gear Capital 2005 Automotive inventory financing 877
Midcontinent Independent 2002 Electric power grid management 854
System Operator, Inc. (MISO)
KAR Auction 2006 Automotive remarketing services 850
St. Vincent Carmel Hospital 1985 Acute healthcare facility 750
American Specialty Health 2016 Health services management 650
(1) Consists of 1,069 certified staff and 1,315 non-certified staff.
(2) Per Invest Hamilton County.
(3) Per the Hamilton County Economic Development Corporation.
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Reported
Employment
LARGE EMPLOYERS
Below is a list of the City's largest employers.The number of employees shown are as reported by company personnel
unless otherwise noted.Because of reporting time lags and other factors inherent in collecting and reporting such
information, the statistics may not reflect recent employment levels.
Hamilton
County Indiana
5.8%9.1%
5.3%8.3%
5.0%7.7%
4.1%5.9%
3.4%4.8%
3.4%4.8%
Average
Median Average Median Average Days on
Year Sold Sales Sales SP/LP %SP/LP %Market
City of Carmel
2014 1,534 $330,843 $385,203 97.56%97.20%69
2015 1,579 $335,000 $385,177 97.61%97.28%73
Hamilton County
2014 5,000 $228,000 $277,870 97.78%97.32%66
2015 5,000 $240,000 $287,249 98.00%97.51%66
Source: MIBOR Realtor Association
Single Two Multi-
Year Family Family Family Commercial Institutional Total
2011 268 25 8 2 303
2012 380 7 17 10 414
2013 437 4 12 16 6 475
2014 371 2 55 16 4 448
2015 276 83 23 3 385
Source: Carmel Department of Community Services
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EMPLOYMENT
161,1622014
2011
2012
2013
148,121
155,994
Provided below is a summary of the number of building permits and estimated construction costs for the
City.
BUILDING PERMITS
Labor Force
County
Year
2016, April
2015
Source: Indiana Business Research Center. Data collected as of June 14, 2016.
168,884
164,518
HOUSING SALES
Provided below is a summary of housing sales for the City of Carmel and Hamilton County.
151,192
HamiltonUnemployment Rate
POPULATION
Percent of Percent of
Year Population Change Population Change
1970 6,691 364.01%54,532 35.88%
1980 18,272 173.08%82,027 50.42%
1990 25,380 38.90%108,936 32.81%
2000 37,733 48.67%182,740 67.75%
2010 79,191 109.87%274,569 50.25%
2014 (1)86,682 9.46%
(1) Estimate as of July 1, 2014 per the American Community Survey.
Source: U.S. Census Bureau
AGE STATISTICS
Hamilton
City of Carmel County
Under 25 Years 27,502 98,591
25 to 44 Years 20,009 82,113
45 to 64 Years 23,465 70,176
65 Years and Over 8,215 23,689
Source: U.S. Census Bureau's 2010 Census
EDUCATIONAL ATTAINMENT
Hamilton
City of Carmel County
Less than 9th grade 0.8%1.1%
9th to 12th grade, no diploma 1.0%2.6%
High school graduate 10.2%16.1%
Some college, no degree 14.4%18.1%
Associate's degree 4.7%6.4%
Bachelor's degree 38.6%35.5%
Graduate or professional degree 30.3%20.2%
Source: U.S. Census Bureau's 2010-2014 American Community Survey 5-Year Estimates
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Persons 25 and Over
City of Carmel Hamilton County
Years of
School Completed
Hamilton
City of Carmel County Indiana
Per capita income, past 12 months*$52,207 $40,012 $24,635
Median household income, past 12 months*$107,916 $84,635 $48,248
Average weekly earnings in manufacturing
(4th qtr. of 2015)N/A $1,260 $1,178
Area in square miles - 2010 48.55 402.44 36,419.55
Population per square mile - 2010 1,631.1 682.3 181.0
Retail sales in 2012:
Total retail sales $1,748,984,000 $4,338,371,000 $85,857,962,000
Sales per capita**$22,086 $15,801 $13,242
Sales per establishment $6,051,848 $5,015,458 $3,974,722
*In 2014 inflation-adjusted dollars – 5-year estimates
**Based on 2010 Population.
Distribution
Employment and Earnings -Percent of of
Hamilton County 2014 Earnings Earnings Labor Force
(In 1,000s)
Services $4,070,700 39.64%46.31%
Finance, insurance and real estate 2,050,878 19.97%18.83%
Wholesale and retail trade 1,482,846 14.44%14.44%
Construction 777,689 7.57%5.26%
Government 758,703 7.39%7.13%
Manufacturing 497,392 4.85%3.51%
Information 259,375 2.53%2.05%
Utilities 167,520 1.63%0.54%
Transportation and warehousing 85,933 0.84%1.07%
Forestry, fishing, related activities 68,378 0.67%0.16%
Farming 29,968 0.29%0.37%
Mining 18,835 0.18%0.33%
Totals $10,268,217 100.00%100.00%
Hamilton
County
Adjusted Gross Income Year Total
2009 $9,460,223,436
2010 10,246,821,736
2011 11,073,245,976
2012 12,238,309,412
2013 12,520,802,461
Source: Indiana Department of Revenue
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Source:Bureau of Census Reports and the Indiana Business Research Center.Data collected as of June 14,
2016.
Source:Bureau of Economic Analysis and the Indiana Business Research Center.Data collected as of June
14, 2016.
MISCELLANEOUS ECONOMIC INFORMATION
SCHEDULE OF INDEBTEDNESS
Original Final Outstanding
Direct Debt Par Amount Maturity Amount
Property Tax and Income Tax Supported Debt
The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2016 $29,720,000 01/15/41
- Qualified Obligations:
Carmel Redevelopment District
Taxable Redevelopment District Bonds of 2016 18,830,000 01/15/41 $18,830,000
Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2016D 10,890,000 01/15/41 10,890,000
Multipurpose Bonds, Series 2016 214,455,000 01/15/36
- Qualified Obligations:
City of Carmel
General Obligation Bonds, Series 2016A 1,214,000 01/15/36 1,214,000
General Obligation Bonds, Series 2016B 1,089,000 01/15/36 1,089,000
General Obligation Bonds, Series 2016C 1,633,000 01/15/36 1,633,000
General Obligation Bonds, Series 2016D 1,373,000 01/15/36 1,373,000
General Obligation Bonds, Series 2016E 1,599,000 01/15/36 1,599,000
General Obligation Bonds, Series 2016F 1,577,000 01/15/36 1,577,000
General Obligation Bonds, Series 2016G 1,373,000 01/15/36 1,373,000
General Obligation Bonds, Series 2016H 1,577,000 01/15/36 1,577,000
General Obligation Bonds, Series 2016I 1,426,000 01/15/36 1,426,000
General Obligation Bonds, Series 2016J 1,513,000 01/15/36 1,513,000
General Obligation Bonds, Series 2016K 1,394,000 01/15/36 1,394,000
General Obligation Bonds, Series 2016L 1,383,000 01/15/36 1,383,000
General Obligation Bonds, Series 2016M 1,211,000 01/15/36 1,211,000
Storm Water District Bonds, Series 2016 30,720,000 01/15/36 30,720,000
Carmel Redevelopment Authority
Lease Rental Bonds, Series 2016A (Public Infrastructure Projects)139,872,000 01/15/36 139,872,000
Lease Rental Bonds, Series 2016B (Economic Development Projects)10,337,000 01/15/29 10,337,000 (1)
Lease Rental Refunding Bonds, Series 2016C (Energy Center Project)15,164,000 07/15/35 15,164,000 (1)
Carmel Redevelopment Authority
Lease Rental Revenue Refunding Bonds, Series 2014 (Performing Arts Center) 55,685,000 02/01/33 55,685,000 (1)
County Option Income Tax Lease Rental Revenue Refunding Bonds, Series 2014A 9,380,000 01/01/18 4,860,000
County Option Income Tax Lease Rental Revenue Refunding Bonds, Series 2014B 46,795,000 07/01/27 45,885,000
Lease Rental Revenue Multipurpose Bonds, Series 2012A 115,900,000 02/01/38 115,900,000 (1)
Lease Rental Revenue Multipurpose Bonds, Series 2012B (Taxable)69,245,000 02/01/25 60,535,000 (1)
Lease Rental Revenue Refunding Bonds of 2011 25,190,000 02/01/24 18,485,000
County Option Income Tax Lease Rental Revenue Bonds of 2010 25,675,000 01/01/31 24,975,000
County Option Income Tax Lease Rental Revenue Bonds, Series 2006
(unrefunded portion)9,865,000 01/01/17 3,440,000
Lease Rental Revenue Bonds of 2005 (Performing Arts Center)
Capital Appreciation Bonds 54,745,000 (2)02/01/26 36,327,231 (1) (3)
City of Carmel and Carmel Redevelopment District
Redevelopment District Bonds of 2013 6,535,000 01/15/35 6,535,000 (1)
County Option Income Tax Revenue Refunding Bonds of 2011 7,180,000 12/15/22 4,900,000
Taxable County Option Income Tax Revenue Refunding Bonds, Series 2006 8,785,000 12/15/18 2,630,000
Capital Leases 02/15/26 7,415,911 (4)
Sub total 631,748,141
(1)
(2)
(3)
(4)
The lease rental and bond payments are paid, and are anticipated to be paid, from Tax Increment.
Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $27,798,227.15.
Amount represents the accreted value as of June 1, 2016.
As of July 12, 2016, per the Clerk-Treasurer's office.
The following schedule shows the outstanding indebtedness of the City and the taxing units within and overlapping its jurisdiction as of and following any
June 1, 2016 payments, including issuance of the Bonds and the Qualified Obligations, as reported by the respective taxing units.
(Continued on next page)
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(Cont'd)
Original Final Outstanding
Par Amount Maturity Amount
Carmel Redevelopment District (Tax Increment revenues only)
Economic Development Revenue Bonds, Series 2015 (KG Main LLC Project)$3,825,000 02/01/41 (1)$0 (1)
Taxable Economic Development Revenue Bonds, Series 2013 (Legacy) 4,500,000 01/15/35 4,373,439 (2) (3)
Restated Installment Purchase Agreements of 2013 (Secondary Number One) 4,500,000 07/15/34 2,333,293 (4)
Senior Economic Development Revenue Bonds, Series 2011A
(Arts District Lofts & Shoppes)9,630,000 08/01/31 8,570,000
Subordinate Economic Development Revenue Bonds, Series 2011B
(Arts District Lofts & Shoppes)3,370,000 02/01/35 3,132,846 (5)
Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group)751,500 02/01/31 697,800 (3)
Taxable Economic Development Revenue Bonds, Series 2011 (116th Street Centre)2,050,000 02/01/36 1,931,734 (3)
Taxable Economic Development Revenue Bonds, Series 2006B
(Buckingham Gramercy)20,000,000 02/01/27 148,107 (6)
Taxable Tax Increment Revenue Bonds, Series 2004A (Clarian Hospital)9,500,000 01/15/24 5,600,000 (3)
Sub total 26,787,218
Total Tax Supported Debt 658,535,360 (7)
Self-Supporting Revenue Debt
$11,040,000 05/01/32 $9,660,000
5,894,000 05/01/30 4,064,574
10,381,000 05/01/26 6,082,000
21,625,000 05/01/36 18,665,000
63,770,000 06/01/28 59,745,000
76,240,000 (8)06/01/34 31,702,113 (9)
IWC Lines 20,233,747 12/31/25 13,563,876
394,744 02/19/18 166,525 (10)
Total Self-Supporting Revenue Debt 143,649,087
Total Direct Debt $802,184,447
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Percent Amount
Allocable to Allocable to
Overlapping Debt Total Debt City (1)City
Tax Supported Debt
$165,110,000 34.94%$57,689,434
10,885,000 0.00%0
138,000,000 97.06%133,942,800
7,385,000 97.06%7,167,881
41,435,000 97.06%40,216,811
Total Tax Supported Debt $239,016,926
Note:
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The bonds are payable from Tax Increment from a specific allocation area and developer or company payments to the extent that the Tax Increment is
insufficient to pay the debt service.
The bonds were issued as draw bonds.The amount represents the amount of principal drawn down and outstanding as of June 17,2016.Assumes
principal is drawn down prior to February 1, 2017.
The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of June 20, 2016.
The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of June 20, 2016.
Reflects pay-down made on June 30, 2016.
The bonds were issued as draw bonds. The amount represents the amount of principal drawn down and outstanding as of June 16, 2016.
Indiana Bond Bank Special Program Bonds, Series 2008B
Current Interest Bonds
Capital Appreciation Bonds
In addition,the Board of Directors of the Department of Storm Water Management has approved and the City anticipates a future
issuance of City of Carmel Storm Water Revenue Bonds,Series 2016,payable solely from a direct pledge of the Storm Water Revenues.
These bonds are anticipated to be issued in 2016.
The City has approved the issuance of several bond issues in connection with proposed private developments,which bonds will be repaid
primarily from development-specific Tax Increment along with developer guarantees for the following projects:Proscenium,Grand &
Main,Legacy Phase 2,Meridian &Main Phase 2,Gramercy,Midtown East Phase 2,Midtown West,The Corner and Main &Monon.At
least three of these bond issues will be additionally secured with the Redevelopment Special Benefits Tax:Midtown East Phase 2,
Midtown West and The Corner.
The City of Carmel has pledged up to $650,000 of annual County Option Income Tax as additional back-up security to the Hamilton County
Redevelopment District Tax Increment Refunding Revenue Bonds of 2015,which are payable from Tax Increment from the Thomson Economic
Development Area.The City of Carmel has pledged up to $465,000 of annual COIT as additional back-up security to the Hamilton County
Redevelopment Authority Economic Development Lease Rental Bonds of 2011,which are payable from Tax Increment from the 96th Street -U.S.
421 Economic Development Area.
The schedule presented above is based on information furnished by the obligors or other sources and is deemed reliable.We make no representation or
warranty as to its accuracy or completeness.
Hamilton County
Carmel Clay Schools
Carmel Clay Public Library
Clay Township
Hamilton County Redevelopment District (Tax Increment revenues only)
Additionally,certain developers have recently proposed private developments (in the financing feasibility stage)for which it is likely that
bonds will be issued in the next year or two, which will be repaid from development-specific Tax Increment and secured by the developer.
As of July 12, 2016, per the Clerk-Treasurer's office.
(1) Based upon the 2015 payable 2016 net assessed valuation of the respective taxing units.
SCHEDULE OF INDEBTEDNESS
2013 Sewage Capital Lease
Capital Appreciation Bonds. The amount represents the value at maturity. The original issue amount was $20,547,740.20.
Amount represents the accreted value as of June 1, 2016.
Sewage Works Revenue Bonds of 2012
Sewage Works Revenue Bonds of 2009 (SRF)
Sewage Works Revenue Bonds of 2005 (Amended)
Junior Waterworks Revenue Bonds of 2012
DEBT RATIOS
Direct Property Allocable Portion
Tax and of All Other Total Direct and
Income Tax Overlapping Tax Overlapping Tax
Supported Debt Supported Debt Supported Debt
$631,748,141 $239,016,926 $870,765,067
Per capita (1)$7,977.52 $3,018.23 $10,995.76
Per capita (estimated 2014 population) (2)$7,288.11 $2,757.40 $10,045.51
Percent of net assessed valuation (3)9.46%3.58%13.04%
Percent of gross assessed valuation (4)5.13%1.94%7.07%
(1)
(2)
(3)
(4)
CARMEL REDEVELOPMENT DISTRICT DEBT LIMIT
Certified net assessed valuation (Taxes payable in 2016)$6,700,625,433
Times: 2% special taxing district debt issue limit 2%
Sub-total 134,012,509
Divided by 3 3
Special taxing district debt issue limit 44,670,836
Less: Outstanding special benefits tax debt including Qualified Obligation 1 (25,365,000)
Estimated amount remaining for special benefits tax debt issuance $19,305,836
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According to the U.S. Census Bureau, the 2010 population of the City is 79,191.
The net assessed valuation of the City for taxes payable in 2016 is $6,676,561,803 according to the
Hamilton County Auditor's office.
The following presents the ratios relative to the tax supported indebtedness of the taxing units within and
overlapping the City as of and following any June 1, 2016 payments, including issuance of the Bonds.
According to the American Community Survey,the 2014 population of the City is estimated to be
86,682.
The amount of special benefits tax debt a redevelopment district (as a special taxing district)in the State of
Indiana can incur is controlled by the statutory debt limit,which is an amount equal to 2%of the value of
taxable property within the redevelopment district.Pursuant to Indiana Code 36-7-14,the value of taxable
property within the redevelopment district is divided by three for the purposes of this calculation.The Carmel
Redevelopment District debt limit, based upon the adjusted value of taxable property, is shown below.
The gross assessed valuation of the City for taxes payable in 2016 is $12,309,921,970 according to the
Hamilton County Auditor's office.
Year Personal Total
Payable Real Estate Utilities Property Taxable Value
2012 $5,952,884,868 (1)$34,827,030 $395,886,159 $6,383,598,057
2013 (2)5,784,125,974 39,341,620 367,158,221 6,190,625,815
2014 5,832,715,250 40,462,700 393,247,647 6,266,425,597
2015 6,040,026,082 42,234,990 367,520,809 6,449,781,881
2016 6,256,032,953 41,805,960 378,722,890 6,676,561,803
(1)
(2)
NOTE:
A-13
The Manual permits assessing officials in each county to choose any acceptable mass appraisal
method to determine true tax value,taking into consideration the ease of administration and the
uniformity of the assessments produced by that method.The Guidelines were adopted to provide
assessing officials with an acceptable appraisal method,although the Manual makes it clear that
assessing officials are free to select from any number of appraisal methods,provided that they
produce accurate and uniform values throughout the jurisdiction and across all classes of property.
The Manual specifies the standards for accuracy and validation that the DLGF uses to the
acceptability of any alternative appraisal method.
SCHEDULE OF HISTORICAL NET ASSESSED VALUATION
(As Provided by the Hamilton County Auditor's Office)
P.L.180-2016 revises the factors used to calculate the assessed value of agricultural land. This
legislation is retroactive to the January 1,2016 assessment date and applies to each assessment date
thereafter. The revised factors enacted in the legislation may reduce the total assessed value of
agricultural land,which could shift property tax liability from agricultural property owners to other
property owners. In addition,the reduction in the assessed value of agricultural land may result in
a reduction of the total assessed value of a City. Lower assessed values of a City may result in
higher tax rates in order for a City to receive its approved property tax levy.
Real property is valued for assessment purposes at its true tax value as defined in the Real Property
Assessment Rule,50 IAC 2.4,the 2011 Real Property Assessment Manual ("Manual"),as
incorporated into 50 IAC 2.4,and the 2011 Real Property Assessment Guidelines ("Guidelines"),
as adopted by the Department of Local Government Finance (DLGF).In the case of agricultural
land,true tax value is the value determined in accordance with the Guidelines adopted by the
DLGF and IC 6-1.1-4-13.In the case of all other real property,true tax value is defined as "The
market value-in-use of a property for its current use,as reflected by the utility received by the
owner or by a similar user,from the property."Real property assessments are annually adjusted to
market value based on sales data.
Net assessed valuations represent the assessed value less certain deductions for mortgages,
veterans, the aged and the blind, as well as tax-exempt property.
Represents results of general reassessment.Changes in assessed values of real property occur
periodically as a result of general reassessments scheduled by the State legislature,as well as when
changes occur in the property value due to new construction or demolition of improvements.
Before July 1,2013 and before May 1 of every fourth year thereafter,county assessors will prepare
and submit to the DLGF a reassessment plan for each county.The DLGF must complete its review
and approval of the reassessment plan before March 1,2015 and January 1 of each subsequent year
that follows a year in which the reassessment plan is submitted by the county.The reassessment
plan must divide all parcels of real property in the county into four (4)different groups of parcels.
Each group of parcels must contain approximately twenty-five percent (25%)of the parcels within
each class of real property in the county.All real property in each group of parcels shall be
reassessed under the county's reassessment plan once during each four (4)year cycle.The
reassessment of a group of parcels shall begin on May 1 of a year and shall be completed on or
before January 1 of the year after the year in which the reassessment of the group of parcels begins.
A county may submit a reassessment plan that provides for reassessing more than twenty-five
(25%)of all parcels of real property in a particular year,and the plan may provide all parcels are to
be reassessed in one (1)year provided that the plan covers a four (4)year period and all real
property in each group of parcels is reassessed once during each reassessment cycle.
Increase due to the annexation of Clay Township beginning in 2012.
Assessed 2015 for Taxes Payable in 2016
(As Provided by the Hamilton County Auditor's Office)
City of Carmel -Carmel-
Carmel County TIF Washington Twp.Total
(1)
Gross Value of Land $3,019,021,794 $63,018,600 $3,708,000 $3,085,748,394
Gross Value of Improvements 8,507,594,306 173,988,900 25,153,900 8,706,737,106
Total Gross Value of Real Estate 11,526,616,100 237,007,500 28,861,900 11,792,485,500
Less:Mortgage Exemptions, Veterans, Blind
Age 65 & Other Exemptions (3,597,596,234)(3,647,810)(3,601,244,044)
Tax Exempt Property (249,313,225)(31,530,551)(280,843,776)
TIF (1,459,162,893)(195,201,834)(1,654,364,727)
Net Assessed Value of Real Estate 6,220,543,748 6,627,305 28,861,900 6,256,032,953
Business Personal Property 475,421,240 209,270 475,630,510
Less:Deductions (96,907,620)(96,907,620)
Net Assessed Value of Personal
Property 378,513,620 0 209,270 378,722,890
Net Assessed Value of Utility Property 41,655,150 91,190 59,620 41,805,960
Total Net Assessed Value $6,640,712,518 $6,718,495 $29,130,790 $6,676,561,803
(1) County TIF Areas were established prior to City annexation.
A-14
DETAIL OF NET ASSESSED VALUATION
COMPARATIVE SCHEDULE OF CERTIFIED TAX RATES
Per $100 of Net Assessed Valuation
2012 2013 2014 2015 2016
Detail of Certified Tax Rate:
General $0.5284 $0.5459 $0.5381 $0.5088 $0.5745
M.V.H.0.1080 0.1268 0.1249 0.1643 0.1701
Cumulative Capital Dev.0.0264 0.0280 0.0276 0.0276 0.0486
Lease Rental Payment
Redevelopment Bond 0.0160 0.0101 0.0424
Totals $0.6788 $0.7007 $0.7007 $0.7007 $0.8356
Total District Certified Tax Rate (1)
City of Carmel $1.8996 $2.0251 $2.0053 $1.9569 $2.0706
City of Carmel - TIF (2)$1.7396 $1.8651 $1.8453 $1.7969 $1.9106
Carmel County TIF (3)$1.8996 $2.0251 $2.0053 $1.9569 $2.0706
Carmel - Washington Twp.$2.9143 $2.9530 $2.9892 $2.9739 $2.9063
Carmel - Abated (4)$1.3905 $1.6755 $1.8302
(1)
(2)
(3)
(4)
Source: DLGF Certified Budget Orders for the City.
A-15
Includes certified tax rates of overlapping taxing units.
Per recent legislation,the additional property taxes for new debt or operating levies approved
after April 30,2010 imposed by a voter referendum,will not be included in Tax Increment
calculations.Beginning with tax payable year 2012 and thereafter,the tax rate was reduced to
exclude the Carmel Schools additional operating levy approved by referendum on May 4,
2010.
Applies to the county established TIF areas annexed by the City of Carmel.
Applies to the Clay Township area annexed by the City of Carmel.
Year Taxes Payable
PROPERTY TAXES LEVIED AND COLLECTED
Certified
Taxes Levied
Certified Net of Collected as Collected as
Collection Taxes Circuit Breaker Circuit Breaker Taxes Percent of Percent of
Year Levied Tax Credit Tax Credit Collected Gross Levy Net Levy
(1)
2011 $35,993,200 ($680,904)$35,312,296 $34,398,702 95.57%97.41%(2)
2012 (3)37,550,513 (270,161)37,280,352 37,327,961 99.41%100.13%
2013 (3)38,702,694 (1,119,257)37,583,437 38,079,632 98.39%101.32%
2014 (3)41,149,067 (1,105,727)40,043,340 40,554,757 98.56%101.28%
2015 45,416,367 (1,132,485)44,283,882 44,060,282 97.01%99.50%
Source: The Hamilton County Auditor's Office and the DLGF Certified Budget Orders for the City.
A-16
Indiana Code 6-1.1-20.6 (the "Statute")provides taxpayers with a tax credit for all property taxes in an amount that
exceeds the gross assessed value of real and personal property eligible for the credit (“Circuit Breaker Tax Credit”).
Property taxes for residential homesteads are limited to 1.0%of the gross assessed value of the homestead;property taxes
for agricultural,other residential property and long term care facilities are limited to 2.0%of their gross assessed value;
and property taxes for all other real and personal property are limited to 3.0%of gross assessed value.Additional property
tax limits have been made available to certain senior citizens.School corporations are authorized to impose a referendum
tax levy to replace property tax revenue that the school corporation will not receive due to the Circuit Breaker Tax Credit.
Other political subdivisions may not increase their property tax levy or borrow money to make up for any property tax
revenue shortfall due to the application of the Circuit Breaker Tax Credit.
The Statute categorizes property taxes levied to pay Debt Service Obligations as "protected taxes,"regardless of whether
the property taxes were approved at a referendum,and all other property taxes as "unprotected taxes."The total amount of
revenue to be distributed to the fund for which the protected taxes were imposed shall be determined without applying the
Circuit Breaker Tax Credit.The application of the Circuit Breaker Tax Credit must reduce only the amount of unprotected
taxes distributed to a fund.The political subdivision may allocate the reduction by using a combination of unprotected
taxes of the political subdivision in those taxing districts in which the Circuit Breaker Credit caused a reduction in
protected taxes. The tax revenue and each fund of any other political subdivisions must not be affected by the reduction.
(1) Circuit Breaker Tax Credits allocable to the City per the DLGF and Hamilton County Abstracts.
(2) Low collections due to unpaid taxes, penalties and refunds per the Hamilton County Auditor's office.
(3)Based on Abstract levy due to adjustment made for the phase-in annexation of Clay Township per the Hamilton
County Auditor's office.
LARGE TAXPAYERS
Percent of
2015/2016 Total
Net Assessed Net Assessed
Name Type of Business Valuation (1)Valuation (2)
Duke Weeks Realty/Duke Realty Ltd./Office complex management $207,762,930 3.11%
Duke Realty Services, LP companies
Clarian Health North LLC Health care facilities/medical 173,848,280 2.60%
office buildings
Clay Terrace Partners, LLC Outdoor mall 81,423,730 1.22%
JC Hart Co., Inc./Legacy Towns and Flats Apartments 77,659,780 1.16%
II LLC/North Haven Apartments LLC/
One One Six College Apartments LLC/
Highpointe LLC
Pedcor Office LLC/CCC Residences/Indiana Apartments/office buildings 72,896,195 1.09%
Design Center/Westclay Associates LLC
Buckingham Companies/Providence HUD Apartments 71,765,160 1.07%
LLC/Mohawk WB LLC/Buckingham
Fountains LLC/Gramercy
Washington National Life Insurance Life Insurance holding 60,234,730 0.90%
Co., formerly Bankers National company
Life Insurance
Carmel Indy Holdings LLC Office buildings 52,077,200 0.78%
Carmel Lofts LLC/KG Main LLC Mixed use, retail and apartments 46,952,520 0.70%
Technology Center Assoc LTD/ REI Office complexes 39,326,800 0.59%
Investments/Fidelity Office Bldgs/
North Penn Associates
Totals $883,947,325 13.22%
(1)
(2)
A-17
The total net assessed valuation of the City is $6,676,561,803 for taxes payable in 2016,according to the Hamilton
County Auditor's office.
The following is a list of the ten largest taxpayers located within the City.
Source:County Auditor's office and the DLGF.Individual parcel data is submitted by the County Auditor to the DLGF
once a year for preparation of the county abstract.
Located in a tax increment allocation area;therefore,all or a portion of the taxes are captured as TIF and not
distributed to individual taxing units.
CITY OF CARMEL
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2012
Beginning Ending
Balance Balance
1/1/2012 Receipts Disbursements 12/31/2012
General $2,827,699 $69,052,706 $69,425,473 $2,454,932
Motor Vehicle Highway 1,058,149 12,679,959 11,032,968 2,705,140
Local Road And Street 1,962,157 1,090,634 995,442 2,057,349
Throughfare Fund 729,508 454,268 700,000 483,776
Economic Fund 53,312 10,040 25,000 38,352
Housing Authority 58,537 53 58,590
User Fee Fund 97,390 101,462 72,947 125,905
Clerk's Record Perpetuation 79,555 23,273 7,615 95,213
Deferral Fund 532,918 71,978 45,176 559,720
Rainy Day 6,457,569 2,505,752 8,963,321
Hazardous Material Response Fund 7,529 7 7,536
Cumulative Capital Development 2,260,872 1,591,680 836,908 3,015,644
Parks Capital 688,643 623 689,266
Cumulative Capital Improvement 568,363 324,736 166,006 727,093
Police Pension Fund 3,860,899 535,959 2,012,253 2,384,605
Fire Pension Fund 4,794,304 600,279 2,666,007 2,728,576
Judicial Salary Fees 38,810 51,585 90,395
Illinois St Construction Fund 0 700,178 700,178
Drug Task Force 618,521 190,817 220,922 588,416
Fire Gift Fund 16,362 17,484 28,120 5,726
Parks Gift Fund 53,588 2,590 6,462 49,716
Ambulance Fund 531,604 954,720 785,760 700,564
Grant Fund 547,199 176,874 149,577 574,496
Police Gift 35,115 18,438 14,753 38,800
DNR/Tree City 50,178 45 50,223
Court Interpreter Fund 4,955 54 1,580 3,429
Community Relations Gift Fund 3,241 21,275 5,169 19,347
Public Defenders Fund 1,799 501 1,272 1,028
Redevelopment Commission 23,305 15 8,966 14,354
Crc Regions Account 5,724,398 26,450,853 28,567,401 3,607,850
Carmel City Court 175,114 2,202,939 1,740,792 637,261
Parks Program Fund 734,778 3,429,577 2,990,369 1,173,986
Parks Monon Fund 941,659 5,093,712 4,526,040 1,509,331
Lease Rental Fund 3,830 4 3,834
2004 Road Bond 14,852 963,336 978,187 1
Cumulative Capital Sewer 1,237,586 307,110 632,347 912,349
Park Impact Fee Fund 1,094,775 964,481 154,050 1,905,206
Barrett Law Fund 6 6
Civic Square Construction Fund 595 1 596
Old Town/126Th Street 457 457
Subtotals $37,890,131 $130,589,998 $128,797,562 $39,682,567
(Continued on next page)
A-18
Note:The following financial statements on pages A-18 -A-23 are excerpts from the City's 2012 and 2013 audit reports
and 2014 examination report of the Indiana State Board of Accounts.Consequently,these schedules do not
include all disclosures required by generally accepted accounting principles.Complete audits will be furnished
upon request. Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2012
Beginning Ending
Balance Balance
1/1/2012 Receipts Disbursements 12/31/2012
Sub-totals carried forward $37,890,131 $130,589,998 $128,797,562 $39,682,567
Keystone Ave Fund 6,298,527 2,954 3,397,742 2,903,739
Health Insurance Fund 3,771,412 12,281,236 12,674,973 3,377,675
Workers Comp Fund 76,210 445,113 485,153 36,170
Support For The Arts 4,846 1,325,548 1,210,538 119,856
Payroll Fund 738,550 45,065,375 45,526,779 277,146
Barrett Law Surplus 165,457 150 162 165,445
Sewage Works Revenue Bonds 0 18,975,493 10,872,136 8,103,357
Sewer Operating 113,599 7,640,003 7,688,443 65,159
Sewer Depreciating 0 91,843 91,842 1
Sewer Connection Fund 11,408 201,081 206,754 5,735
Sewer Availability Fund 0 202,963 197,598 5,365
Sewer Loan SRF 0 0
Wastewater Bond & Interest At Bony 1,526,236 2,157,607 1,233,208 2,450,635
Water Construction 0 14,234,033 14,234,033 0
Water Operating 37,329 26,439,455 26,254,487 222,297
Water Bond & Interest 1,072,280 73,860 1,146,140
Water Depreciation 0 234,814 234,812 2
Hydrant Meter Deposit Fund 35,990 2,175 1,200 36,965
Water Connection 174,951 2,533,069 2,691,411 16,609
Water Availability 44,480 1,543,046 1,587,525 1
Water Sinking Fund 727,356 4,703,172 4,508,063 922,465
Wells Fargo Water Constr 73,801 73,801 0
Totals $52,762,563 $268,742,988 $261,968,222 $59,537,329
A-19
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2013
Beginning Ending
Balance Balance
1/1/2013 Receipts Disbursements 12/31/2013
General $2,454,932 $73,229,769 $71,979,961 $3,704,740
Motor Vehicle Highway 2,705,140 10,149,086 9,920,584 2,933,642
Local Road And Street 2,057,350 1,132,695 2,527,735 662,310
Throughfare Fund 483,776 417,005 639,463 261,318
Economic Fund 38,352 10,059 48,411
Housing Authority 58,590 88 58,678
User Fee Fund 125,905 117,622 110,842 132,685
Clerk's Record Perpetuation 95,213 19,510 9,570 105,153
Deferral Fund 559,720 76,689 60,223 576,186
Rainy Day 8,963,321 13,561 8,976,882
Hazardous Material Response Fund 7,536 762 8,298
Cumulative Capital Development 3,015,644 1,725,407 3,765,895 975,156
Parks Capital 689,266 731 230,148 459,849
Cumulative Capital Improvement 727,093 213,280 553,972 386,401
Police Pension Fund 2,384,605 514,967 2,089,493 810,079
Fire Pension Fund 2,728,576 574,794 2,734,728 568,642
Judicial Salary Fees 90,395 44,065 14,279 120,181
Illinois St Construction Fund 700,178 3,183,696 61,401 3,822,473
Drug Task Force 588,416 143,524 169,644 562,296
Fire Gift Fund 5,726 19,098 16,681 8,143
Parks Gift Fund 49,716 3,258 4,931 48,043
Ambulance Fund 700,564 1,122,657 1,034,206 789,015
Grant Fund 574,496 50,522 153,015 472,003
Police Gift 38,800 12,171 20,491 30,480
DNR/Tree City 50,223 306 26 50,503
Court Interpreter Fund 3,429 1 3,400 30
Community Relations Gift Fund 19,347 84,062 41,128 62,281
Public Defenders Fund 1,028 453 1,481
Redevelopment Commission 14,354 26,948,106 19,002,871 7,959,589
Crc Regions Account 3,607,850 1,416 3,609,266 0
Carmel City Court 637,261 1,922,391 2,393,492 166,160
Parks Program Fund 1,173,986 3,607,772 3,028,294 1,753,464
Parks Monon Fund 1,509,331 4,873,086 4,537,949 1,844,468
Lease Rental Fund 3,834 6 3,840
Cumulative Capital Sewer 912,349 720 385,311 527,758
Park Impact Fee Fund 1,905,206 816,716 843,897 1,878,025
Barrett Law Fund 6 6
Civic Square Construction Fund 596 596 0
Old Town/126Th Street 457 1 458
Keystone Ave Fund 2,903,739 3,295 2,665,093 241,941
Subtotals $42,586,306 $131,033,347 $132,608,585 $41,011,068
(Continued on next page)
A-20
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2013
Beginning Ending
Balance Balance
1/1/2013 Receipts Disbursements 12/31/2013
Sub-totals carried forward $42,586,306 $131,033,347 $132,608,585 $41,011,068
Historic Preservation 0 18,900 16,110 2,790
Health Insurance Fund 3,377,675 11,985,566 12,091,018 3,272,223
Workers Comp Fund 36,170 270,969 307,139 0
Support For The Arts 119,856 740,036 842,756 17,136
Payroll Fund 277,146 44,637,421 44,709,101 205,466
Barrett Law Surplus 165,445 250 165,695
Sewage Works Revenue Bonds 8,103,357 51,082 4,339,129 3,815,310
Sewer Operating 65,159 9,242,084 9,286,855 20,388
Sewer Depreciating 1 229,455 229,456 0
Sewer Connection Fund 5,735 410,849 234,393 182,191
Sewer Availability Fund 5,365 118,682 3,156 120,891
Wastewater Bond & Interest At BONY 2,450,635 1,763,977 1,414,238 2,800,374
Water Operating 222,297 25,138,841 25,341,880 19,258
Water Bond & Interest 1,146,140 80,574 1,226,714
Water Depreciation 2 225,994 225,996 0
Hydrant Meter Deposit Fund 36,965 2,725 500 39,190
Water Connection 16,609 2,111,162 2,127,681 90
Water Availability 1 3,027,194 3,027,182 13
Water Sinking Fund 922,465 4,265,710 4,860,419 327,756
Totals $59,537,329 $235,354,818 $241,665,594 $53,226,553
A-21
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2014
Beginning Ending
Balance Balance
1/1/2014 Receipts Disbursements 12/31/2014
General $3,704,740 $72,310,655 $71,466,360 $4,549,035
Motor Vehicle Highway 2,933,642 12,332,849 12,574,141 2,692,350
Local Road And Street 662,310 1,171,940 1,406,631 427,619
Throughfare 261,318 192,657 9,021 444,954
Economic 48,411 50 48,461
Housing Authority 58,678 61 58,739
User Fee 132,685 107,626 102,265 138,046
Clerk's Record Perpetuation 105,153 20,328 1,761 123,720
Deferral 576,186 105,896 94,929 587,153
Rainy Day 8,976,882 228,981 730,488 8,475,375
Hazardous Material Response 8,298 4,896 13,194
Levy Excess 0 567 567
Cumulative Capital Development 975,156 1,779,368 2,592,001 162,523
Parks Capital 459,849 478 922 459,405
Cumulative Capital Improvement 386,401 209,761 576,551 19,611
Police Pension 810,079 513,490 1,174,898 148,671
Fire Pension 568,642 555,383 1,092,925 31,100
Judicial Salary Fees 120,181 44,736 164,917
Illinois St Construction 3,822,473 275,358 1,896,103 2,201,728
2004 Road Bond 0 663,759 659,390 4,369
Historic Preservation 2,793 1 2,794 0
Drug Task Force 562,296 227,862 230,037 560,121
Fire Gift 8,143 24,685 23,271 9,557
Parks Gift 48,043 5,477 6,214 47,306
Ambulance 789,015 1,047,093 1,009,302 826,806
Grant 472,003 114,049 374,568 211,484
Police Gift 30,480 2,020 11,776 20,724
DNR/Tree City 50,503 613 51,116
Court Interpreter 30 15 45
Community Relations Gift 62,281 135,807 77,099 120,989
Public Defenders 1,481 126 1,607
Redevelopment Commission 7,959,589 29,648,668 28,747,726 8,860,531
Carmel City Court 166,160 1,995,101 1,971,032 190,229
Parks Program 1,753,464 3,651,159 3,319,765 2,084,858
Parks Monon 1,844,468 4,805,283 4,752,402 1,897,349
Lease Rental 3,840 4 3,844
Cumulative Capital Sewer 527,758 533 242,734 285,557
Park Impact Fee 1,878,025 1,146,089 1,283,676 1,740,438
Barrett Law 6 6
Old Town/126th Street 458 1 459
Keystone Ave 241,941 159,785 235,170 166,556
Subtotals $41,013,861 $133,483,210 $136,665,952 $37,831,119
(Continued on next page)
A-22
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
(Cont'd)
STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES -
REGULATORY BASIS
For The Year Ended December 31, 2014
Beginning Ending
Balance Balance
1/1/2014 Receipts Disbursements 12/31/2014
Sub-totals carried forward $41,013,861 $133,483,210 $136,665,952 $37,831,119
Health Insurance 3,272,223 11,487,618 13,209,723 1,550,118
Workers Comp 0 438,529 301,471 137,058
Support For The Arts 17,136 632,353 632,335 17,154
Payroll 205,466 47,916,187 48,011,750 109,903
Barrett Law Surplus 165,695 173 165,868
Sewage Works Revenue Bonds 3,815,311 8,655 3,597,504 226,462
Sewer Operating 20,388 9,204,447 9,222,152 2,683
Sewer Depreciating 0 245,614 245,613 1
Sewer Connection 182,191 688,447 868,874 1,764
Sewer Availability 120,891 88,925 208,862 954
Wastewater Bond & Interest at BNY 2,800,374 1,750,793 1,866,812 2,684,355
Water Operating 19,258 24,351,318 25,736,561 (1,365,985)
Water Bond & Interest 1,226,714 73,859 1,300,573
Water Depreciation 0 327,435 327,435 0
Hydrant Meter Deposit 39,190 1,735 275 40,650
Water Connection 90 3,065,260 2,106,540 958,810
Water Availability 13 848,990 2,196,946 (1,347,943)
Water Sinking 327,756 4,768,087 5,095,424 419
Non-Reverting Storm Water 88,512 88,512
Totals $53,226,557 $239,470,147 $250,294,229 $42,402,475
A-23
Current reports are available at http://www.in.gov/sboa/resources/reports/audit/.
CITY OF CARMEL
STATEMENT OF RECEIPTS AND DISBURSEMENTS
(Unaudited)
Beginning Ending
Balance Balance
1/1/2015 Receipts Disbursements 12/31/2015
General $4,549,035 $73,524,624 $73,225,707 $4,847,952
Carmel City Court 190,229 1,973,812 2,008,094 155,947
Payroll Fund 109,903 48,998,471 48,925,135 183,239
Ambulance Fund 826,806 1,153,987 1,463,834 516,959
Parks Capital 459,405 726 399 459,732
Park Impact Fee Fund 1,740,438 2,295,428 207,981 3,827,885
Hazardous Material Response Fund 13,194 21 13,215
Parks Program Fund 2,084,858 4,129,175 3,623,399 2,590,634
Parks Monon Fund 1,897,349 5,557,140 5,026,968 2,427,521
Parks Facilities Fund 0 38,638 27,525 11,113
Motor Vehicle Highway 2,692,350 14,506,610 13,470,508 3,728,452
Local Road And Street 427,619 1,251,485 1,010,772 668,332
Cumulative Capital Improvement 19,611 198,984 34,710 183,885
Cumulative Capital Sewer 285,557 480 286,037
Deferral Fund 587,153 106,080 156,988 536,245
User Fee Fund 138,046 118,088 94,455 161,679
Cumulative Capital Development 162,523 1,918,211 1,764,704 316,030
Illinois St Construction Fund 2,201,728 87,883 1,335,985 953,626
Barrett Law Fund 6 6
Barrett Law Surplus 165,868 231 166,099
MIHP Fund 0 50,008 17,000 33,008
Health Insurance Fund 1,550,118 12,315,244 11,389,017 2,476,345
Workers Comp Fund 137,058 425,996 354,699 208,356
Lease Rental Fund 3,844 6 3,850
2004 Road Bond Fund 4,369 7 4,376
Old Town/126th Street 459 1 459
DNR/Tree City 51,116 11,714 62,831
Clerk's Record Perpetuation 123,720 30,349 3,654 150,415
Court Interpreter Fund 45 15 60
Support For The Arts 17,154 700,030 698,050 19,134
Public Defenders Fund 1,607 1,822 3,430
Judicial Salary Fees 164,917 44,974 11,757 198,134
Police Pension Fund 148,671 534,286 535,109 147,848
Fire Pension Fund 31,100 562,315 553,947 39,468
Fire Gift Fund 9,557 35,071 19,954 24,675
Police Gift 20,724 19,159 15,183 24,700
Parks Gift Fund 47,306 24,395 26,166 45,534
Community Relations Gift Fund 120,989 93,486 132,482 81,993
Grant Fund 211,484 3,069,758 3,527,450 (246,209)
Redevelopment Commission 8,860,531 22,573,340 28,903,616 2,530,255
Economic Fund 48,461 77 48,538
Housing Authority 58,739 93 58,832
Subtotals $30,163,648 $196,352,219 $198,565,247 $27,950,620
The following schedules on page A-24 -A-27 contain limited and unaudited financial information which is presented solely
for the purpose of conveying a statement of cash and investment balances for the City.Consequently,these schedules do
not include all disclosures required by generally accepted accounting principles.Current reports are available at
https://gateway.ifionline.org/report_builder/.
(Continued on next page)
A-24
(Cont'd)
Beginning Ending
Balance Balance
1/1/2015 Receipts Disbursements 12/31/2015
Subtotals Carried Forward $30,163,648 $196,352,219 $198,565,247 $27,950,620
Drug Task Force 560,121 222,929 204,528 578,521
Rainy Day 8,475,375 13,381 68,433 8,420,322
Throughfare Fund 444,954 68,945 513,898
Keystone Ave Fund 166,556 144,383 122,424 188,515
Levy Excess Fund 567 567 0
Wastewater Bond & Interest at BONY 2,684,355 2,003,061 1,919,786 2,767,630
Sewage Works Revenue Bonds 226,462 94 226,555 1
Sewer Operating 2,683 9,427,840 9,149,614 280,909
Sewer Depreciating 1 595,368 595,368 0
Sewer Connection Fund 1,764 679,524 476,815 204,472
Sewer Availability Fund 954 309,841 310,101 695
Water Operating (1,365,985)27,958,355 30,092,449 (3,500,078)
Hydrant Meter Deposit Fund 40,650 2,025 75 42,600
Water Depreciation 0 332,083 332,083 0
Water Bond & Interest 1,300,573 80,574 1,381,147
Water Sinking Fund 419 5,319,489 5,319,850 59
Water Connection 958,810 3,239,397 1,589,149 2,609,057
Water Availability (1,347,943)615,775 1,254,362 (1,986,530)
Non Reverting Storm Water 88,512 2,970,618 949,927 2,109,203
Totals $42,402,476 $250,335,902 $251,177,336 $41,561,042
A-25
(Unaudited)
CITY OF CARMEL
STATEMENT OF RECEIPTS AND DISBURSEMENTS
CITY OF CARMEL
DETAIL OF GENERAL FUND RECEIPTS AND DISBURSEMENTS
(Unaudited)
Receipts:
Taxes and Intergovernmental:
General Property Taxes $32,636,213
County Option Income Tax (COIT)28,585,760
Food and Beverage Tax 1,817,123
ABC Excise Tax Distribution 48,395
Casino/Riverboat Distribution 469,121
Cigarette Tax Distribution 54,247
Financial Institution Tax distribution 16,077
Vehicle/Aircraft Excise Tax Distribution 3,331,256
Commercial Vehicle Excise Tax Distribution (CVET)18,688
ABC Gallonage Tax Distribution 165,962
Federal and State Grants and Distributions - Public Safety 20,238
Licenses and Permits:
Planning, Zoning, and Building Permits and Fees 2,112,079
Cable TV Licenses 695,724
Other Licenses and Permits - Solicitor's License 641
Other Licenses and Permits - Alarm Permits 3,220
Other Licenses and Permits - Private Traffic Permits 3,824
Charges for Services:
Document and Copy Fees 2,833
Fire Protection Contracts and Service Fees 834,401
Park and Recreation Receipts 900,268
Rental of Property 2,300
Other Charges for Services, Sales, and Fees - Cell Phone Tower Rental 66,692
Fines, Forfeitures and Fees:
Court Costs and Fees 644,609
Other Receipts:
Earnings on Investments and Deposits 1,342
Sale of Capital Assets 933
Refunds and Reimbursements 663,309
Payroll Fund and Clearing Account Receipts 1,084
Transfers In - Transferred from Another Fund 567
Other Receipts - Other Misc 30,033
Other Receipts - Prior Year Cancelled Checks 10
Other Receipts - Insurance Reimbursements 48,145
Other Receipts - Reimbursement from CRC 349,530
Receipts $73,524,624
(Continued on next page)
A-26
CITY OF CARMEL
(Cont'd)
DETAIL OF GENERAL FUND RECEIPTS AND DISBURSEMENTS
Disbursements:
Clerk-Treasurer $862,813
Mayor 659,286
Board of Public Works & Safety 9,284,167
Administration 2,048,927
Personnel 368,557
City/Town Court (City Judge/Judge)684,895
Law Department 726,064
Community Services 2,597,026
Communications Department (Radio-Phones-Dispatch)2,480,371
Public Affairs 1,767,669
Fire Department 21,687,316
Police Department (Town Marshall)17,763,062
Redevelopment 310,366
Parks 2,716,864
Golf 1,110,347
Information Technology 1,424,874
Common Council 3,552,034
City Property Maintenance 422,815
Building Operations 2,465,173
Other 293,081
Disbursements 73,225,707
Net increase 298,917
Beginning balance 4,549,035
Ending balance $4,847,952
A-27
APPENDIX B
July 21, 2016
The City of Carmel Local Public
Improvement Bond Bank
Carmel City Hall, 3rd Floor
One Civic Square
Carmel, Indiana 46032
In connection with the issuance of $29,720,000 principal amount of The City of Carmel Local
Public Improvement Bond Bank Taxable Special Program Bonds, Series 2016 (City Center II
and Midtown Phase 1A Projects), we have prepared this special purpose report (the “Report”)
including the following schedules for inclusion in the Final Official Statement dated July 21,
2016.
Page(s)
B-3 - B-13 General Comments
Bond Bank Bonds
B-14 Aggregate Sources and Uses
B-15 Amortization of $29,720,000 Principal Amount of
Taxable Special Program Bonds, Series 2016
B-16 Illustrative Debt Service Tax Rate
B-17 Combined Qualified Obligations Net Debt Service
2016 District Bonds (Qualified Obligation 1)
B-18 Sources and Uses
B-19 Amortization of $18,830,000 Principal Amount of
Taxable Redevelopment District Bonds of 2016
B-20 Comparison of Total Estimated Tax Increment and Debt Service
B-21 Estimated Tax Increment
B-22 Comparison of Total Revenues and Obligations of the Commission
2016D Authority Bonds (Qualified Obligation 2)
B-23 Sources and Uses
B-24 Amortization of $10,890,000 Principal Amount of
Taxable Lease Rental Bonds, Series 2016D
B-25 Comparison of Estimated Tax Increment and Lease Rentals
B-26 Estimated Tax Increment - Taxable Garages
The City of Carmel Local Public
Improvement Bond Bank
July 21, 2016
In the preparation of these schedules, assumptions were made as noted regarding certain future
events. As is the case with such assumptions regarding future events and transactions, some or
all may not occur as expected and the resulting differences could be material. We have not
examined the underlying assumptions nor have we audited or reviewed the historical data.
Consequently, we express no opinion or provide any other form of assurance thereon, nor do we
have a responsibility to prepare subsequent reports.
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
GENERAL COMMENTS
The City of Carmel Local Public Improvement Bond Bank (the “Bond Bank”) is issuing
$29,720,000 of its Taxable Special Program Bonds, Series 2016 (City Center II and Midtown
Phase 1A Projects) (the “Bonds”) for the purpose of providing funds to (a) purchase the
Qualified Obligations, as further described herein, and (b) pay the costs of issuance of the Bonds,
together with certain related expenses. A portion of the purchase price of the Qualified
Obligations will be retained by the Bond Bank and applied to the payment of capitalized interest
on the Bonds and costs of issuance of the Qualified Obligations, all as more fully described
herein. The City of Carmel Redevelopment District (the “Redevelopment District”) and the
Carmel Redevelopment Authority (the “Authority”) (collectively, the “Qualified Entities”) will
deliver their respective Qualified Obligations to the Bond Bank simultaneous with the Bond
Bank’s delivery of the Bonds to the purchasers thereof.
The proceeds from the sale of the Bonds will be used by the Bond Bank to purchase the
Qualified Obligations. The proceeds from the sale of the Qualified Obligations will be used by
the Qualified Entities to fund various projects in the City of Carmel (the “City”), to fund certain
debt service reserves including payment of premiums for debt service reserve fund surety
policies which will be held by or on behalf of certain Qualified Entities as outlined herein, to
fund capitalized interest and to pay issuance expenses.
The Bonds are authorized by a resolution adopted by the Board of Directors of The City of
Carmel Local Public Improvement Bond Bank on June 28, 2016, and are issued under and
secured by the Trust Indenture dated as of August 1, 2016 between the Bond Bank and The
Huntington National Bank, in Indianapolis, Indiana, as trustee, registrar and paying agent (the
“Bond Bank Indenture”).
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds
established and pledged therefor under the Bond Bank Indenture, which includes the revenues
and funds received from the Qualified Entities with respect to the Qualified Obligations. The
Bonds do not constitute a debt, liability, loan of the credit or pledge of the faith and credit of the
State of Indiana (the “State”) or any political subdivision thereof, including any Qualified Entity,
under the constitution and laws of the State or a pledge of the faith, credit and taxing power of
the City, the State or any political subdivision thereof, including any Qualified Entity. The Bond
Bank has no taxing power. The Bond Bank will not maintain a debt service reserve fund for the
Bonds and the provisions of Indiana Code § 5-1.4-5, as amended, will not apply to the Bonds.
The Bonds are secured by debt service payments on the Qualified Obligations. The payments on
the Qualified Obligations have been structured to be sufficient to pay the principal of and interest
on the Bonds when due. The Qualified Obligations are payable from a special benefits tax (a
form of ad valorem property tax) levied on all taxable property within the Carmel
Redevelopment District (the “Redevelopment District”) (the “Redevelopment Special
Benefits Tax”) as further described herein. The boundaries of the City and the Redevelopment
District are coterminous.
(Continued on next page)
B-3
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
The Qualified Entities have reserved the right and reasonably expect, but are not required, to pay
the Qualified Obligations from other legally available funds.
The 2016 District Bonds (Qualified Obligation 1) are payable from a special benefits tax levied
on all taxable property in the Redevelopment District. The Carmel Redevelopment Commission
(the “Commission”) has reserved the right and reasonably expects, but is not required, to pay the
debt service on the 2016 District Bonds from other legally available revenues, including but not
limited to incremental real and designated depreciable personal property taxes derived in one or
more allocation areas established within the Redevelopment District to be received by the
Commission (the “Tax Increment”), including but not limited to the Carmel Downtown
Allocation Area No. 3, Motor Court East Allocation Area, Motor Court West Allocation Area,
Pedcor Office 5 Allocation Area and Kent Allocation Area (the “City Center Allocation Areas”),
any Payment in Addition to Taxes agreements and any developer or component guarantee
agreements. The City Center Allocation Areas represent portions of the Carmel Downtown
Economic Development Area and the City Center Redevelopment Area that have been
designated as economic development and redevelopment allocation areas. The base assessment
date of the City Center Allocation Areas is March 1, 2014.
The 2016D Authority Bonds (Qualified Obligation 2) are payable from lease rental payments to
be made by the Commission under the terms of the Lease Agreement dated as of March 23, 2016
between the Authority and the Commission (the “Lease”) (the “Lease Rentals”). The Lease
Rentals are payable from a special benefits tax levied on all taxable property in the
Redevelopment District. The Commission has reserved the right and reasonably expects, but is
not required, to pay such Lease Rentals from other legally available revenues, including but not
limited to incremental real and designated depreciable personal property taxes derived in one or
more allocation areas established within the Redevelopment District to be received by the
Commission, including but not limited to the Midtown Allocation Area, any Payment in
Addition to Taxes agreements and any developer or component guarantee agreements. The
Midtown Allocation Area represents a portion of the Old Towne Economic Development Area
that has been designated as an economic development allocation area. The base assessment date
of the Midtown Allocation Area is January 1, 2016.
Summary of Qualified Obligations
Qualified Obligations of the City of Carmel Redevelopment District:
(1) $18,830,000 of City of Carmel, Indiana, Redevelopment District Taxable Bonds of 2016
(City Center II Projects) (the “2016 District Bonds”)
Qualified Obligations of the Carmel Redevelopment Authority:
(2) $10,890,000 of City of Carmel Redevelopment Authority Taxable Lease Rental Bonds,
Series 2016D (Midtown Phase 1A Projects) (the “2016D Authority Bonds”)
(Continued on next page)
B-4
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Summary of Tax Increment
Tax Increment consists of the tax proceeds attributable to real property and designated
depreciable personal property assessed value within allocation areas, as of the assessment date,
in excess of the base assessed value as defined in Indiana Code § 36-7-14-39(a). The base
assessed value means the net assessed value of all the property in the allocation area as finally
determined for the assessment date immediately preceding the effective date of a declaratory
resolution adopted pursuant to Indiana Code § 36-7-14-39 establishing the allocation area. The
Department of Local Government Finance (“DLGF”) is required to adjust the base net assessed
value after a general reassessment of property and after each annual trending of property values
for the purpose of neutralizing the effects on Tax Increment.
The incremental assessed values are determined by subtracting the base net assessed values from
the current net assessed values as of the assessment dates. The incremental assessed values are
then multiplied by the current property tax rate to determine the Tax Increment. After property
taxes are paid to the County Treasurer on or before each May 10 and November 10, such taxes
are paid over to the County Auditor who, based on previous year’s certification, pays the portion
of property tax receipts which represents Tax Increment into the Allocation Fund on or before
June 30 or December 31.
In 2008, the Indiana General Assembly amended Indiana Code § 6-1.1-21.2 to allow several
methods of replacing lost Tax Increment caused by legislative or administrative changes (to the
extent the changes cause Tax Increment to be inadequate to pay debt service and contractual
obligations), including a property tax levy imposed on the Redevelopment District. It is not
currently anticipated that such a shortfall will occur, and, therefore, no such levy was assumed in
the Tax Increment estimates provided in this report.
Risks to Bondholders
Prospective investors in the Bonds should be aware that there are risk factors associated with the
Bonds:
(1) The principal of and interest on the Bonds are payable only from debt service payments on
the Qualified Obligations and from the revenues and funds of the Bond Bank pledged
therefor under the Bond Bank Indenture. The Bond Bank has no taxing power. The Bond
Bank will not maintain a debt service reserve fund for the Bonds.
Prospective investors in the Bonds should be aware that there are risk factors associated with the
Qualified Obligations which will be acquired by the Bond Bank with a portion of the proceeds of
the Bonds:
(Continued on next page)
B-5
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders (Cont’d)
(1) Lease Rental Risks: The principal of and interest on the 2016D Authority Bonds are
payable only from Lease Rentals received by the Trustee on behalf of the Authority from
the Commission pursuant to the Lease. The Authority has no taxing power. The Authority
has no source of funds from which to pay debt service on the 2016D Authority Bonds
except monies collected from Lease Rentals and funds held under the Authority Indenture.
According to the Lease, the Lease Rentals will commence on the date of completion or
January 1, 2020, whichever is later. Bond proceeds will be held by the Trustee to pay
interest on the 2016D Authority Bonds through and including July 15, 2019. In the event
the Leased Premises are not completed, the Commission cannot pay the Lease Rentals. If,
for any reason, the Leased Premises are damaged or destroyed and unavailable for use, the
Commission would no longer be able to pay Lease Rentals under the Lease. However, the
Commission is required by the Lease to maintain public liability insurance, and rental value
insurance in an amount equal to full rental value for a period up to two (2) years to the
extent it is commercially available. Any insurance proceeds (other than rental value
insurance) will be applied toward extinguishment or satisfaction of the liability with respect
to which such insurance proceeds are paid. To the extent that the damaged or destroyed
Leased Premises are not replaced or repaired or are unavailable for use beyond the period
covered by any rental value insurance or the debt service reserve fund for the 2016D
Authority Bonds is insufficient or unavailable, the Commission will be unable to pay the
applicable Lease Rentals attributable to the damaged or destroyed Leased Premises, and the
Authority would have insufficient funds to pay debt service on the 2016D Authority Bonds.
(2) General Risks: While the Redevelopment Special Benefits Tax is pledged to the payment
of the debt service on the 2016 District Bonds and the payment of the Lease Rentals on the
2016D Authority Bonds, the Commission intends to pay the debt service and Lease Rentals
on the Qualified Obligations with other legally available revenues. The other legally
available revenues are not pledged to the payment of debt service or Lease Rentals, and
there can be no assurance that in the future they will not be pledged to another obligation,
or that they will be available to pay the 2016 District Bonds or the Lease Rentals with
respect to the 2016D Authority Bonds.
(3) Risks Associated with the Special Benefits Tax Revenues: There are risk factors associated
with the Redevelopment Special Benefits Tax:
(a) Tax Collection. In the event of delayed billing, collection or distribution by the County
Auditor of ad valorem property taxes, including the Redevelopment Special Benefits
Tax levied on the Redevelopment District, sufficient funds may not be available to (i)
the Commission in time to pay debt service on the 2016 District Bonds when due, or
(ii) the Commission in time to pay the Lease Rentals under the Lease when due,
thereby impacting the ability of the Authority to pay debt service on Qualified
Obligation 2 when due. This risk is inherent in all property tax-supported obligations.
(Continued on next page)
B-6
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders (Cont’d)
The debt service reserve funds established will help to mitigate this timing risk, but do
not eliminate it. The respective debt service reserve funds for the Qualified Obligations
will be held by the Trustee under separate instruments on behalf of the Commission and
Authority. No debt service reserve fund will be established under the Bond Bank
Indenture or otherwise held on behalf of the Bond Bank.
(b) Circuit Breaker Tax Credit. If applicable, the Circuit Breaker Tax Credit will result in a
reduction of property tax collections for each political subdivision in which the Circuit
Breaker Tax Credit is applied. A political subdivision may not increase its property tax
levy or borrow money to make up for any property tax revenue shortfall due to the
application of the Circuit Breaker Tax Credit.
Indiana Code § 6-1.1-20.6-10 requires political subdivisions to fully fund any levies for
the payment of outstanding debt service or lease rental obligations regardless of any
reduction in property tax collections due to the application of the Circuit Breaker Tax
Credit. If property tax collections are insufficient to fully fund debt service or lease
rental levies due to the Circuit Breaker Tax Credit, political subdivisions must use non-
property tax revenues or revenues from property tax levies for other funds (including
operating) to offset revenue loss to the debt service fund.
Indiana Code § 6-1.1-20.6-9.8 further provides that property taxes imposed by a
political subdivision to pay for debt service obligations of a political subdivision
(including lease rental payments on leases) are “protected taxes.” The total amount of
protected taxes will be allocated to the fund for which they were imposed as if no
Circuit Breaker Tax Credit were granted and any loss in revenue resulting from any
applicable Circuit Breaker Tax Credit will reduce only other “unprotected taxes.”
This application of the Circuit Breaker Tax Credit to property tax revenues may impact
the ability of political subdivisions to provide existing levels of service and, in extreme
cases, the ability to make debt service or lease rental payments on bonds secured by
intercepted funds. There has been no judicial interpretation of this legislation. In
addition, there can be no assurance as to future events or legislation that may affect the
Circuit Breaker Tax Credit or the collection of property taxes.
(c) Reassessment and Trending. The County is required to reassess 25% of all parcels of
real property annually or in accordance with its reassessment plan. All real property
must be reassessed under the plan once every four years. Trending is scheduled to occur
on an annual basis. Delays in the reassessment and trending process or appeals of
reassessments could adversely affect the collection of property taxes.
(Continued on next page)
B-7
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders (Cont’d)
(4) Risks Associated with Tax Increment and Other Legally Available Revenues: The
Commission reasonably expects to make the debt service and Lease Rental payments from
Tax Increment or other legally available revenues. There are certain risks associated with
Tax Increment, however, to the extent that the Tax Increment and other legally available
revenues are insufficient, the Commission is required to levy the Redevelopment Special
Benefits Tax. A firm estimate of Tax Increment and other legally available revenues should
be available by the time of the decision to levy the Redevelopment Special Benefits Tax for
the upcoming debt service and Lease Rentals. If insufficient revenues are collected, the
Commission may not be able to impose an additional Redevelopment Special Benefits Tax
levy until the following budget year which may cause a timing delay as receipt of such tax
may occur after the debt service or Lease Rental payment is due. The debt service reserve
funds established for the Qualified Obligations will help to mitigate this timing risk, but do
not eliminate it. However, the Commission is permitted to use other legally available funds
to make the respective debt service and Lease Rental payments.
(5) Tax Increment-Specific Risks: There are certain risks associated with Tax Increment. The
estimated Tax Increment available to pay debt service on the 2016 District Bonds and
Lease Rentals on the 2016D Authority Bonds is based on capturing all incremental real and
certain designated depreciable property tax revenues in several allocation areas and is
based on projected developments that have not yet been constructed. The estimate of Tax
Increment is dependent on certain assumptions as to future events, the occurrence of which
cannot be guaranteed. There are certain risks associated with Tax Increment, which include
but are not limited to the following:
(a) General Risks of Tax Increment Include: (i) destruction of property in the allocation
areas caused by natural disaster; (ii) delinquent taxes or adjustments of or appeals on
assessments by property owners in the allocation areas; (iii) a decrease in the assessed
value of properties in the allocation areas due to increases in depreciation, obsolescence
or other factors by the assessor; (iv) acquisition of property in the allocation areas by a
tax-exempt entity; (v) removal or demolition of real property improvements by property
owners in the allocation areas; (vi) delayed billing, collection, or distribution of Tax
Increment by the County Auditor; (vii) a decrease in property tax rates or reinstatement
of the State Property Tax Replacement Credit (“PTRC”), which would increase the
additional credit applied to Tax Increment; (viii) the General Assembly, the courts, the
Department of Local Government Finance or other administrative agencies with
jurisdiction in the matter could enact new laws or regulations or interpret, amend, alter,
change or modify the laws or regulations governing the calculation, collection,
definition or distribution of Tax Increment including laws or regulations relating to
reassessment, the additional credit or a revision in the property tax system; or (ix) a
change in any of the civil unit’s funding mechanisms (i.e., no longer funding it with
property taxes) could adversely affect Tax Increment.
(Continued on next page)
B-8
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders (Cont’d)
(b) Reduction of Tax Rates or Tax Collection Rates. The Tax Increment estimate assumes
that the net property tax rates will remain at approximately the same level throughout
the term of the Qualified Obligations. Any substantial increase in State funding, federal
aid or other sources of local revenues which would reduce local required fiscal support
for certain public programs or any substantial increase in assessments outside the
allocation areas could reduce the rates of taxation by the taxing bodies levying taxes
upon property within the allocation areas and have an adverse effect on the amount of
Tax Increment received by the Commission. Economic conditions or administrative
action could reduce the collection rate achieved by the City within its jurisdiction,
including the allocation areas. The General Assembly could enact legislation reinstating
or changing the method of calculating, or the size of, the PTRC. Any decrease in the tax
rate or increase in the PTRC could result in a decrease in the amount of Tax Increment.
(c) Local Option Income Tax. Until July 1, 2016, counties may adopt local option income
taxes (“LOIT”) for levy growth, property tax relief and public safety costs. If adopted,
these LOIT taxes could limit the growth in property tax levies and/or provide for
reduction in effective property tax rates for property taxpayers. Such income taxes, if
adopted, could offset applicable property tax rates, and cause a reduction in the amount
of Tax Increment received by the Commission.
After July 1, 2016, under Indiana Code § 6-3.6, the Hamilton County Income Tax
Council could levy an additional tax rate for certain eligible uses, including credits
against property taxes. The Hamilton County Income Tax Council, as the adopting
body, is authorized to impose a rate which could offset applicable property tax rates,
and cause a reduction in Tax Increment. Hamilton County has not adopted any
additional local option income taxes for this purpose under current law.
(d) Circuit Breaker Tax Credit. Public Law 146-2008 enacted by the Indiana General
Assembly in 2008 (the “2008 Legislation”) expands the Circuit Breaker Tax Credit to
provide different levels of tax caps for various classes of property taxpayers. There can
be no assurance that the levies and tax rates of the County and overlapping taxing units
will not increase in some future year to the point of causing the Circuit Breaker Tax
Credit to be further applied to property taxpayers’ tax bills. However, if the Circuit
Breaker Tax Credit were to be further applied in future years, the Commission does not
expect it to cause the Tax Increment to fall below the estimates shown in this report
because the Tax Increment estimate never assumes any growth in property tax rates
above the 2016 tax rates.
(Continued on next page)
B-9
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Risks to Bondholders (Cont’d)
(e) Reassessment and Trending. The County is required to reassess 25% of all parcels of
real property annually or in accordance with its reassessment plan. All real property
must be reassessed under the plan once every four years. Trending is scheduled to occur
on an annual basis. The DLGF is required by law to make a one-time adjustment to
neutralize the effect of a reassessment on property within Tax Increment allocation
areas so that owners of obligations secured by Tax Increment revenues will not be
adversely affected. Delays in the reassessment and trending process, the inability to
neutralize the effect of reassessment, or appeals of reassessments could adversely affect
the Tax Increment.
(f) Delays in Development. Projections of Tax Increment in this report assume that certain
levels of development will occur at certain times. If this development does not occur, is
delayed, is changed in size and scope, or if the actual assessed values are less than
estimated, the Tax Increment collected may be less than projected.
The Tax Increment that is anticipated to be available to pay debt service on the 2016
District Bonds and Lease Rentals on the 2016D Authority Bonds is subject to certain
Payment in Addition to Taxes, developer and component guarantee agreements. Such
agreements are subject to certain risks. However, to the extent that revenues received from
Tax Increment or from Payment in Addition to Taxes, developer or component guarantee
agreements is insufficient, the Commission is obligated to levy the Redevelopment Special
Benefits Tax.
(6) Adverse Legislative Action: It is possible that legislation enacted or proposed for
consideration after the date of the Bonds and the Qualified Obligations will have an
adverse effect on payment or timing of payment or other matters impacting the Bonds and
the Qualified Obligations.
Aggregate Sources and Uses - Page B-14
This schedule presents aggregate sources and uses of the Bonds. The proceeds in the amount of
$29,720,000 from the sale of the Bonds will be used by the Bond Bank to purchase the Qualified
Obligations. The proceeds from the sale of the Qualified Obligations will be used by the
Qualified Entities to fund various projects in the City, to fund certain debt service reserve fund
credit facilities to be held at the Qualified Entity level for certain Qualified Entities, to fund
capitalized interest and to pay issuance expenses.
(Continued on next page)
B-10
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
Amortization of $29,720,000 Principal Amount of Taxable Special Program Bonds, Series 2016
- Page B-15
The amortization of the $29,720,000 of Taxable Special Program Bonds, Series 2016 is
presented in this schedule. The Bonds will be dated as of the date of issuance (dated August 4,
2016) and will mature over a period of approximately 24 years and 5 months, with the final
Bonds due January 15, 2041. The amortization schedule of the Bonds is based on actual interest
rates determined through a negotiated sale with the Underwriters (as further defined and
described in the Official Statement).
Illustrative Debt Service Tax Rate - Page B-16
The Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds
established and pledged therefor under the Bond Bank Indenture, which includes the revenues
and funds received from the Qualified Entities with respect to the Qualified Obligations. The
Qualified Obligations are payable from the Redevelopment Special Benefits Tax levied on the
Redevelopment District. The Commission anticipates paying the Qualified Obligations from
other legally available revenues, including Tax Increment, any Payment in Addition to Taxes
agreements and any developer or component guarantee agreements.
This schedule presents the calculation of the illustrative annual debt service tax rate, should the
City levy the Redevelopment Special Benefits Tax for the entire debt service and Lease Rental
payments on the Qualified Obligations. It is estimated that the debt service tax rate would range
from $0.0142 to $0.0283 per $100 of net assessed value, assuming no future growth in assessed
value over the next twenty-five years. The City’s net assessed value for payable 2016 is
$6,700,625,433.
Combined Qualified Obligations Net Debt Service - Page B-17
This schedule presents the combined annual net debt service payments of the Qualified
Obligations and illustrates that it is equal to the annual net debt service payments due on the
Bonds.
2016 District Bonds (Qualified Obligation 1)
Sources and Uses - Page B-18
This schedule presents sources and uses of the 2016 District Bonds. Uses include proceeds
available for various projects, as described in this Official Statement, the premium for a debt
service reserve surety policy, capitalized interest, and issuance costs and contingencies. The
source of funding is the proceeds of the 2016 District Bonds.
(Continued on next page)
B-11
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
2016 District Bonds (Qualified Obligation 1) (Cont’d)
Amortization of $18,830,000 Principal Amount of Taxable Redevelopment District Bonds of
2016 - Page B-19
The amortization of the $18,830,000 of Taxable Redevelopment District Bonds of 2016 is
presented in this schedule. The 2016 District Bonds will be dated as of the date of issuance
(dated August 4, 2016) and will mature over a period of approximately 24 years and 5 months,
with the final bonds due January 15, 2041. The amortization schedule of the 2016 District Bonds
is based on actual interest rates determined through a negotiated sale to the Bond Bank.
Comparison of Total Estimated Tax Increment and Debt Service - Page B-20
This schedule provides a comparison of the total estimated Tax Increment, subject to certain
Payment in Addition to Taxes, developer and component guarantee agreements, with the annual
debt service due on the 2016 District Bonds. In addition to the project-specific Tax Increment, it
is anticipated that general Tax Increment and other legally available revenues of the Commission
(collectively, the “CRC Revenues”) will be available to make debt service payments. As shown
in this schedule, the annual coverage is approximately 110%.
Estimated Tax Increment - Page B-21
This schedule presents an estimate of the Tax Increment to be generated from the City Center II
development.
Comparison of Total Revenues and Obligations of the Commission - Page B-22
This schedule provides a comparison of the estimated revenues and obligations of the
Commission. It is anticipated that CRC Revenues will be available to make a portion of the debt
service payments on the 2016 District Bonds.
2016D Authority Bonds (Qualified Obligation 2)
Sources and Uses - Page B-23
This schedule presents sources and uses of the 2016D Authority Bonds. Uses include the
acquisition of the Leased Premises, the premium for a debt service reserve surety policy,
capitalized interest and issuance costs and contingencies. The source of funding is the proceeds
of the 2016D Authority Bonds. Funds from the acquisition of the Leased Premises will be
available for various projects, as described in this Official Statement.
(Continued on next page)
B-12
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
(Cont’d)
GENERAL COMMENTS
2016D Authority Bonds (Qualified Obligation 2) (Cont’d)
Amortization of $10,890,000 Principal Amount of Taxable Lease Rental Bonds, Series 2016D -
Page B-24
The amortization of the $10,890,000 of Taxable Lease Rental Bonds, Series 2016D is presented
in this schedule. The 2016D Authority Bonds will be dated as of the date of issuance (dated
August 4, 2016) and will mature over a period of approximately 24 years and 5 months, with the
final bonds due January 15, 2041. The amortization schedule of the 2016D Authority Bonds is
based on actual interest rates determined through a negotiated sale to the Bond Bank.
This schedule also shows the annual Lease Rental payments for the 2016D Authority Bonds. The
amount of each Lease Rental is reduced to an amount equal to the sum of principal and interest
due each bond year ending January 15, rounded up to the multiple of $1,000 next higher plus an
additional $5,000 each year to cover certain administrative costs and expenses related to the
2016D Authority Bonds, payable in equal semiannual installments on January 1 and July 1.
Comparison of Estimated Tax Increment and Lease Rentals - Page B-25
This schedule provides a comparison of the total estimated Tax Increment, subject to certain
Payment in Addition to Taxes, developer and component guarantee agreements, with the annual
Lease Rentals securing the 2016D Authority Bonds. As shown in this schedule, the annual
coverage is approximately 110%.
Estimated Tax Increment - Taxable Garages - Page B-26
This schedule presents an estimate of the Tax Increment to be generated from the Midtown
Phase 1A development.
B-13
Uses of Funds:
Net available proceeds for projects $26,297,008.70
Debt service reserve surety policies 55,031.02
Capitalized interest 2,823,687.69
Underwriter's discount 118,880.00
Bond issuance costs and contingencies 425,392.59
Total Uses of Funds $29,720,000.00
Sources of Funds:
Taxable Special Program Bonds, Series 2016 $29,720,000.00
Total Sources of Funds $29,720,000.00
B-14
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AGGREGATE SOURCES AND USES
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
Payment Principal Interest Total Capitalized Net Bond Year
Date Outstanding Principal Rate Interest Debt Service Interest Debt Service Debt Service
01/15/17 $29,720,000 $428,476.64 $428,476.64 ($428,476.64)$0.00 $0.00
07/15/17 29,720,000 479,042.21 479,042.21 (479,042.21)0.00
01/15/18 29,720,000 479,042.21 479,042.21 (479,042.21)0.00 0.00
07/15/18 29,720,000 479,042.21 479,042.21 (479,042.21)0.00
01/15/19 29,720,000 479,042.21 479,042.21 (479,042.21)0.00 0.00
07/15/19 29,720,000 479,042.21 479,042.21 (479,042.21)0.00
01/15/20 29,720,000 $525,000 1.576%479,042.21 1,004,042.21 1,004,042.21 1,004,042.21
07/15/20 29,195,000 405,000 1.626%474,905.21 879,905.21 879,905.21
01/15/21 28,790,000 410,000 1.726%471,612.56 881,612.56 881,612.56 1,761,517.77
07/15/21 28,380,000 530,000 1.776%468,074.26 998,074.26 998,074.26
01/15/22 27,850,000 535,000 1.913%463,367.86 998,367.86 998,367.86 1,996,442.12
07/15/22 27,315,000 540,000 1.963%458,250.58 998,250.58 998,250.58
01/15/23 26,775,000 545,000 2.113%452,950.48 997,950.48 997,950.48 1,996,201.06
07/15/23 26,230,000 550,000 2.163%447,192.56 997,192.56 997,192.56
01/15/24 25,680,000 555,000 2.292%441,244.30 996,244.30 996,244.30 1,993,436.86
07/15/24 25,125,000 560,000 2.342%434,884.00 994,884.00 994,884.00
01/15/25 24,565,000 570,000 2.442%428,326.40 998,326.40 998,326.40 1,993,210.40
07/15/25 23,995,000 575,000 2.492%421,366.70 996,366.70 996,366.70
01/15/26 23,420,000 585,000 2.592%414,202.20 999,202.20 999,202.20 1,995,568.90
07/15/26 22,835,000 590,000 2.642%406,620.60 996,620.60 996,620.60
01/15/27 22,245,000 600,000 (1)3.192%398,826.70 998,826.70 998,826.70 1,995,447.30
07/15/27 21,645,000 610,000 (1)3.192%389,250.70 999,250.70 999,250.70
01/15/28 21,035,000 615,000 (1)3.192%379,515.10 994,515.10 994,515.10 1,993,765.80
07/15/28 20,420,000 630,000 (1)3.192%369,699.70 999,699.70 999,699.70
01/15/29 19,790,000 640,000 (1)3.192%359,644.90 999,644.90 999,644.90 1,999,344.60
07/15/29 19,150,000 645,000 (1)3.192%349,430.50 994,430.50 994,430.50
01/15/30 18,505,000 660,000 (1)3.192%339,136.30 999,136.30 999,136.30 1,993,566.80
07/15/30 17,845,000 670,000 (1)3.192%328,602.70 998,602.70 998,602.70
01/15/31 17,175,000 680,000 (2)3.392%317,909.50 997,909.50 997,909.50 1,996,512.20
07/15/31 16,495,000 690,000 (2)3.392%306,376.70 996,376.70 996,376.70
01/15/32 15,805,000 700,000 (2)3.392%294,674.30 994,674.30 994,674.30 1,991,051.00
07/15/32 15,105,000 715,000 (2)3.392%282,802.30 997,802.30 997,802.30
01/15/33 14,390,000 725,000 (3)3.762%270,675.90 995,675.90 995,675.90 1,993,478.20
07/15/33 13,665,000 740,000 (3)3.762%257,038.65 997,038.65 997,038.65
01/15/34 12,925,000 755,000 (3)3.762%243,119.25 998,119.25 998,119.25 1,995,157.90
07/15/34 12,170,000 770,000 (3)3.762%228,917.70 998,917.70 998,917.70
01/15/35 11,400,000 785,000 (3)3.762%214,434.00 999,434.00 999,434.00 1,998,351.70
07/15/35 10,615,000 795,000 (3)3.762%199,668.15 994,668.15 994,668.15
01/15/36 9,820,000 810,000 (3)3.762%184,714.20 994,714.20 994,714.20 1,989,382.35
07/15/36 9,010,000 825,000 (3)3.762%169,478.10 994,478.10 994,478.10
01/15/37 8,185,000 840,000 (3)3.762%153,959.85 993,959.85 993,959.85 1,988,437.95
07/15/37 7,345,000 860,000 (3)3.762%138,159.45 998,159.45 998,159.45
01/15/38 6,485,000 870,000 (3)3.762%121,982.85 991,982.85 991,982.85 1,990,142.30
07/15/38 5,615,000 895,000 (3)3.762%105,618.15 1,000,618.15 1,000,618.15
01/15/39 4,720,000 910,000 (3)3.762%88,783.20 998,783.20 998,783.20 1,999,401.35
07/15/39 3,810,000 925,000 (3)3.762%71,666.10 996,666.10 996,666.10
01/15/40 2,885,000 945,000 (3)3.762%54,266.85 999,266.85 999,266.85 1,995,932.95
07/15/40 1,940,000 960,000 (3)3.762%36,491.40 996,491.40 996,491.40
01/15/41 980,000 980,000 (3)3.762%18,433.80 998,433.80 998,433.80 1,994,925.20
Totals $29,720,000 $15,759,004.61 $45,479,004.61 ($2,823,687.69)$42,655,316.92 $42,655,316.92
(1) $5,070,000 of Term Bonds due July 15, 2030.
(2) $2,785,000 of Term Bonds due July 15, 2032.
(3) $14,390,000 of Term Bonds due January 15, 2041.
B-15
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
AMORTIZATION OF $29,720,000 PRINCIPAL AMOUNT OF
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
Bonds dated August 4, 2016
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
Illustrative Illustrative
Budget Annual Annual Net Debt Service
Year Debt Service Tax Levy Assessed Value Tax Rate
(1)(2)(3)(4)
2016 $0 $0 $6,700,625,433 N/A
2017 0 0 6,700,625,433 N/A
2018 0 0 6,700,625,433 N/A
2019 1,004,042 953,840 6,700,625,433 $0.0142
2020 1,761,518 1,673,442 6,700,625,433 0.0250
2021 1,996,442 1,896,620 6,700,625,433 0.0283
2022 1,996,201 1,896,391 6,700,625,433 0.0283
2023 1,993,437 1,893,765 6,700,625,433 0.0283
2024 1,993,210 1,893,550 6,700,625,433 0.0283
2025 1,995,569 1,895,790 6,700,625,433 0.0283
2026 1,995,447 1,895,675 6,700,625,433 0.0283
2027 1,993,766 1,894,078 6,700,625,433 0.0283
2028 1,999,345 1,899,377 6,700,625,433 0.0283
2029 1,993,567 1,893,888 6,700,625,433 0.0283
2030 1,996,512 1,896,687 6,700,625,433 0.0283
2031 1,991,051 1,891,498 6,700,625,433 0.0282
2032 1,993,478 1,893,804 6,700,625,433 0.0283
2033 1,995,158 1,895,400 6,700,625,433 0.0283
2034 1,998,352 1,898,434 6,700,625,433 0.0283
2035 1,989,382 1,889,913 6,700,625,433 0.0282
2036 1,988,438 1,889,016 6,700,625,433 0.0282
2037 1,990,142 1,890,635 6,700,625,433 0.0282
2038 1,999,401 1,899,431 6,700,625,433 0.0283
2039 1,995,933 1,896,136 6,700,625,433 0.0283
2040 1,994,925 1,895,179 6,700,625,433 0.0283
Totals $42,655,317 $40,522,551
(2) Assumes financial institutions / license excise factor of 5%, with 95% payable from a property
tax levy.
(3) Based on the certified net assessed value for payable 2016 for the City of Carmel with no
growth assumed thereafter. The boundaries of the City and the Redevelopment District are
coterminous.
(4) Represents the illustrative debt service tax rate per $100 of net assessed value.
Note: Debt service on the Bond Bank's Taxable Special Program Bonds, Series 2016 will be paid
by the Qualified Obligations as described in this Report.
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
B-16
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
ILLUSTRATIVE DEBT SERVICE TAX RATE
This schedule illustrates the debt rate if all of the Bond Bank's Bonds debt service
was paid from a property tax levy. The Commission intends to use other
sources of revenue to repay the debt as shown in this Report.
(1) See page B-15.
Carmel Carmel
Redevelopment Redevelopment Bond Bank
Budget District Authority Bonds
Year 1 2 Total Net Debt Service
(1)(2)(3)
2016 $0 $0 $0 $0
2017 0 0 0 0
2018 0 0 0 0
2019 470,573 533,469 1,004,042 1,004,042
2020 1,046,757 714,761 1,761,518 1,761,518
2021 1,283,152 713,290 1,996,442 1,996,442
2022 1,280,147 716,054 1,996,201 1,996,201
2023 1,280,526 712,911 1,993,437 1,993,437
2024 1,279,334 713,876 1,993,210 1,993,210
2025 1,281,595 713,974 1,995,569 1,995,569
2026 1,282,245 713,202 1,995,447 1,995,447
2027 1,278,712 715,054 1,993,766 1,993,766
2028 1,283,415 715,930 1,999,345 1,999,345
2029 1,282,241 711,326 1,993,567 1,993,567
2030 1,280,188 716,324 1,996,512 1,996,512
2031 1,281,023 710,028 1,991,051 1,991,051
2032 1,280,410 713,068 1,993,478 1,993,478
2033 1,281,181 713,977 1,995,158 1,995,158
2034 1,284,689 713,662 1,998,352 1,998,352
2035 1,276,787 712,595 1,989,382 1,989,382
2036 1,277,662 710,776 1,988,438 1,988,438
2037 1,277,033 713,110 1,990,142 1,990,142
2038 1,284,804 714,597 1,999,401 1,999,401
2039 1,280,789 715,144 1,995,933 1,995,933
2040 1,280,269 714,656 1,994,925 1,994,925
Totals $27,133,532 $15,521,785 $42,655,317 $42,655,317
(1) See page B-19.
(2) See page B-24.
(3) See page B-15.
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
B-17
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
COMBINED QUALIFIED OBLIGATIONS NET DEBT SERVICE
Qualified Obligations Net Debt Service
Uses of Funds:
Net available proceeds for projects $16,673,115.93
Debt service reserve surety policy 35,332.12
Capitalized interest 1,801,182.66
Underwriter's discount 75,320.00
Bond issuance costs and contingencies 245,049.29
Total Uses of Funds $18,830,000.00
Sources of Funds:
Taxable Redevelopment District Bonds of 2016 $18,830,000.00
Total Sources of Funds $18,830,000.00
B-18
CITY OF CARMEL, INDIANA
2016 District Bonds (Qualified Obligation 1)
City Center II
SOURCES AND USES
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
Payment Principal Interest Total Capitalized Net Bond Year
Date Outstanding Principal Rate Interest Debt Service Interest Debt Service Debt Service
01/15/17 $18,830,000 $273,318.01 $273,318.01 ($273,318.01)$0.00 $0.00
07/15/17 18,830,000 305,572.93 305,572.93 (305,572.93)0.00
01/15/18 18,830,000 305,572.93 305,572.93 (305,572.93)0.00 0.00
07/15/18 18,830,000 305,572.93 305,572.93 (305,572.93)0.00
01/15/19 18,830,000 305,572.93 305,572.93 (305,572.93)0.00 0.00
07/15/19 18,830,000 305,572.93 305,572.93 (305,572.93)0.00
01/15/20 18,830,000 $165,000 1.576%305,572.93 470,572.93 470,572.93 470,572.93
07/15/20 18,665,000 220,000 1.626%304,272.73 524,272.73 524,272.73
01/15/21 18,445,000 220,000 1.726%302,484.13 522,484.13 522,484.13 1,046,756.86
07/15/21 18,225,000 340,000 1.776%300,585.53 640,585.53 640,585.53
01/15/22 17,885,000 345,000 1.913%297,566.33 642,566.33 642,566.33 1,283,151.86
07/15/22 17,540,000 345,000 1.963%294,266.40 639,266.40 639,266.40
01/15/23 17,195,000 350,000 2.113%290,880.23 640,880.23 640,880.23 1,280,146.63
07/15/23 16,845,000 355,000 2.163%287,182.48 642,182.48 642,182.48
01/15/24 16,490,000 355,000 2.292%283,343.15 638,343.15 638,343.15 1,280,525.63
07/15/24 16,135,000 360,000 2.342%279,274.85 639,274.85 639,274.85
01/15/25 15,775,000 365,000 2.442%275,059.25 640,059.25 640,059.25 1,279,334.10
07/15/25 15,410,000 370,000 2.492%270,602.60 640,602.60 640,602.60
01/15/26 15,040,000 375,000 2.592%265,992.40 640,992.40 640,992.40 1,281,595.00
07/15/26 14,665,000 380,000 2.642%261,132.40 641,132.40 641,132.40
01/15/27 14,285,000 385,000 3.192%256,112.60 641,112.60 641,112.60 1,282,245.00
07/15/27 13,900,000 390,000 3.192%249,968.00 639,968.00 639,968.00
01/15/28 13,510,000 395,000 3.192%243,743.60 638,743.60 638,743.60 1,278,711.60
07/15/28 13,115,000 405,000 3.192%237,439.40 642,439.40 642,439.40
01/15/29 12,710,000 410,000 3.192%230,975.60 640,975.60 640,975.60 1,283,415.00
07/15/29 12,300,000 415,000 3.192%224,432.00 639,432.00 639,432.00
01/15/30 11,885,000 425,000 3.192%217,808.60 642,808.60 642,808.60 1,282,240.60
07/15/30 11,460,000 430,000 3.192%211,025.60 641,025.60 641,025.60
01/15/31 11,030,000 435,000 3.392%204,162.80 639,162.80 639,162.80 1,280,188.40
07/15/31 10,595,000 445,000 3.392%196,785.20 641,785.20 641,785.20
01/15/32 10,150,000 450,000 3.392%189,238.00 639,238.00 639,238.00 1,281,023.20
07/15/32 9,700,000 460,000 3.392%181,606.00 641,606.00 641,606.00
01/15/33 9,240,000 465,000 3.762%173,804.40 638,804.40 638,804.40 1,280,410.40
07/15/33 8,775,000 475,000 3.762%165,057.75 640,057.75 640,057.75
01/15/34 8,300,000 485,000 3.762%156,123.00 641,123.00 641,123.00 1,281,180.75
07/15/34 7,815,000 495,000 3.762%147,000.15 642,000.15 642,000.15
01/15/35 7,320,000 505,000 3.762%137,689.20 642,689.20 642,689.20 1,284,689.35
07/15/35 6,815,000 510,000 3.762%128,190.15 638,190.15 638,190.15
01/15/36 6,305,000 520,000 3.762%118,597.05 638,597.05 638,597.05 1,276,787.20
07/15/36 5,785,000 530,000 3.762%108,815.85 638,815.85 638,815.85
01/15/37 5,255,000 540,000 3.762%98,846.55 638,846.55 638,846.55 1,277,662.40
07/15/37 4,715,000 550,000 3.762%88,689.15 638,689.15 638,689.15
01/15/38 4,165,000 560,000 3.762%78,343.65 638,343.65 638,343.65 1,277,032.80
07/15/38 3,605,000 575,000 3.762%67,810.05 642,810.05 642,810.05
01/15/39 3,030,000 585,000 3.762%56,994.30 641,994.30 641,994.30 1,284,804.35
07/15/39 2,445,000 595,000 3.762%45,990.45 640,990.45 640,990.45
01/15/40 1,850,000 605,000 3.762%34,798.50 639,798.50 639,798.50 1,280,788.95
07/15/40 1,245,000 615,000 3.762%23,418.45 638,418.45 638,418.45
01/15/41 630,000 630,000 3.762%11,850.30 641,850.30 641,850.30 1,280,268.75
Totals $18,830,000 $10,104,714.42 $28,934,714.42 ($1,801,182.66)$27,133,531.76 $27,133,531.76
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
B-19
CITY OF CARMEL, INDIANA
2016 District Bonds (Qualified Obligation 1)
City Center II
AMORTIZATION OF $18,830,000 PRINCIPAL AMOUNT OF
TAXABLE REDEVELOPMENT DISTRICT BONDS OF 2016
2016 District Bonds dated August 4, 2016
2016 Estimated
Year District Bonds Tax Increment Estimated
Payable Project-Specific CRC Revenues Total Debt Service Remaining Coverage
(1)(2)(3)
2018 $68,120 $68,120 $0 $68,120 N/A
2019 520,750 520,750 (470,573)50,177 111%
2020 1,108,350 $47,760 1,156,110 (1,046,757)109,353 110%
2021 1,311,440 95,520 1,406,960 (1,283,152)123,808 110%
2022 1,311,440 95,520 1,406,960 (1,280,147)126,813 110%
2023 1,311,440 95,520 1,406,960 (1,280,526)126,434 110%
2024 1,311,440 95,520 1,406,960 (1,279,334)127,626 110%
2025 1,311,440 95,520 1,406,960 (1,281,595)125,365 110%
2026 1,311,440 95,520 1,406,960 (1,282,245)124,715 110%
2027 1,311,440 95,520 1,406,960 (1,278,712)128,248 110%
2028 1,311,440 95,520 1,406,960 (1,283,415)123,545 110%
2029 1,311,440 95,520 1,406,960 (1,282,241)124,719 110%
2030 1,311,440 95,520 1,406,960 (1,280,188)126,772 110%
2031 1,311,440 95,520 1,406,960 (1,281,023)125,937 110%
2032 1,311,440 95,520 1,406,960 (1,280,410)126,550 110%
2033 1,311,440 95,520 1,406,960 (1,281,181)125,779 110%
2034 1,311,440 95,520 1,406,960 (1,284,689)122,271 110%
2035 1,311,440 95,520 1,406,960 (1,276,787)130,173 110%
2036 1,311,440 95,520 1,406,960 (1,277,662)129,298 110%
2037 1,311,440 95,520 1,406,960 (1,277,033)129,927 110%
2038 1,311,440 95,520 1,406,960 (1,284,804)122,156 110%
2039 1,311,440 95,520 1,406,960 (1,280,789)126,171 110%
2040 1,311,440 95,520 1,406,960 (1,280,269)126,691 110%
Totals $27,926,020 $1,958,160 $29,884,180 ($27,133,532)$2,750,648
(1) See page B-21.
(2) In addition to project-specific Tax Increment, it is anticipated that general Tax Increment and other legally available revenues of the
Commission will be available to make debt service payments. See page B-22.
(3) See page B-19.
dated July 21, 2016 of Umbaugh.)
B-20
CITY OF CARMEL, INDIANA
2016 District Bonds (Qualified Obligation 1)
City Center II
COMPARISON OF TOTAL ESTIMATED TAX INCREMENT AND DEBT SERVICE
Estimated Tax Increment
(Subject to the comments in the attached Report
First Full Estimated Assessed Value
Tax Year Payable Sq. Ft./ Sq. Ft.2018 2019 2020 2021
(2)(2)(3)
Baldwin/Chambers
Office/Retail 2020 37,106 $161.95 $3,004,658 $6,009,317 $6,009,317
Apartments 2020 33,084 106.48 1,761,392 3,522,784 3,522,784
Holland
Office/Retail 2020 15,378 161.95 1,245,234 2,490,467 2,490,467
Apartments 2020 62,624 106.48 3,334,102 6,668,204 6,668,204
Playfair
Office/Retail 2020 14,366 161.95 1,163,287 2,326,574 2,326,574
Apartments 2020 56,564 106.48 3,011,467 6,022,935 6,022,935
Garage
Retail 2019 19,139 170.95 $1,635,906 3,271,812 3,271,812 3,271,812
Apartments 2019 5,370 106.48 285,899 571,798 571,798 571,798
Parking/Service Area 2019 3,042 106.48 161,956 323,912 323,912 323,912
Pedcor Office Bldg. 5
Office 2019 20,000 156.38 1,563,800 3,127,600 3,127,600 3,127,600
Kent
Apartments 2020 124,990 106.48 6,654,468 13,308,935 13,308,935
Wren
Office/Retail 2021 25,575 161.95 2,070,936 4,141,871
Apartments 2021 53,646 106.48 2,856,113 5,712,226
Parking/Service Area 2021 7,757 106.48 412,983 825,965
Eastern Motorcourt
Office/Retail 2021 45,500 161.95 3,684,363 7,368,725
Apartments 2021 30,800 106.48 1,639,792 3,279,584
Net assessed value 3,647,561 27,469,729 58,308,523 68,972,709
Adjustment for change in tax status (82,272)(213,906)(297,823)(332,377)
Incremental assessed value 3,565,289 27,255,823 58,010,700 68,640,332
Net tax rate (4)$1.9106 $1.9106 $1.9106 $1.9106
Estimated Tax Increment (100%)$68,120 $520,750 $1,108,350 $1,311,440
(1) Assumes the development will be assessed by January 1 of the preceding year. Due to 2 year construction period, partial assessments are assumed.
(2) According to Pedcor representatives.
(3) Estimated assessed value based on comparable buildings in the City of Carmel.
(4) Represents the payable 2016 tax rate for the City of Carmel reduced by the Carmel Clay Schools referendum rate. The Tax Increment tax rate is assumed to remain level in
this analysis because the normal increases in tax rates due to budget increases may be offset by old debt being replaced with new referendum debt that is not included in
the Tax Increment tax rate.
B-21
Year Payable (1)
Proposed Buildings
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
CITY OF CARMEL, INDIANA
2016 District Bonds (Qualified Obligation 1)
City Center II
ESTIMATED TAX INCREMENT
Estimated Assessed Value
Net
Tax Annual Supplemental Annual Cumulative
Collection Civic & Energy 2016 Surplus/Annual Reserve Fund Surplus/Supplemental
Year CRC Revenues Reserve Total Outstanding District Bonds Total (Deficit)Coverage Contribution (Deficit)Reserve Fund
(1)(2)(3)(4)
2016 $22,969,429 $200,000 $23,169,429 ($19,064,010)($19,064,010)$4,105,420 122%$1,400,000 $2,705,420 $3,236,622 (5)
2017 24,298,147 700,000 24,998,147 (20,810,008)(20,810,008)4,188,139 120%1,400,000 2,788,139 4,636,622
2018 26,649,176 200,000 26,849,176 (22,045,958)(22,045,958)4,803,219 122%1,400,000 3,403,219 6,036,622
2019 28,138,966 200,000 28,338,966 (23,540,548)(23,540,548)4,798,419 120%1,400,000 3,398,419 8,152,946 (6)
2020 28,967,966 28,967,966 (24,166,703)($47,760)(24,214,463)4,753,504 120%1,400,000 3,353,504 9,552,946
2021 29,651,726 29,651,726 (24,858,049)(95,520)(24,953,569)4,698,158 119%1,400,000 3,298,158 10,952,946
2022 30,311,766 30,311,766 (25,519,620)(95,520)(25,615,140)4,696,626 118%1,400,000 3,296,626 12,352,946
2023 31,315,512 31,315,512 (26,545,216)(95,520)(26,640,736)4,674,776 118%1,400,000 3,274,776 13,752,946
2024 31,416,757 31,416,757 (26,659,525)(95,520)(26,755,045)4,661,712 117%1,400,000 3,261,712 15,152,946
2025 32,024,587 32,024,587 (27,280,950)(95,520)(27,376,470)4,648,117 117%1,400,000 3,248,117 16,552,946
2026 32,632,427 32,632,427 (27,904,475)(95,520)(27,999,995)4,632,432 117%1,400,000 3,232,432 17,952,946
2027 33,232,727 33,232,727 (28,442,925)(95,520)(28,538,445)4,694,282 116%1,400,000 3,294,282 19,352,946
2028 32,884,077 32,884,077 (27,742,044)(95,520)(27,837,564)5,046,513 118%1,400,000 3,646,513 20,752,946
2029 21,358,817 (7)21,358,817 (16,775,397)(95,520)(16,870,917)4,487,900 127%1,400,000 3,087,900 22,152,946
2030 21,358,817 21,358,817 (16,055,804)(95,520)(16,151,324)5,207,492 132%1,400,000 3,807,492 23,552,946
2031 21,358,817 21,358,817 (16,048,290)(95,520)(16,143,810)5,215,007 132%1,400,000 3,815,007 24,952,946
2032 19,621,607 19,621,607 (15,835,775)(95,520)(15,931,295)3,690,311 123%3,690,311 24,952,946
2033 16,560,287 (7)16,560,287 (12,928,361)(95,520)(13,023,881)3,536,406 127%3,536,406 24,952,946
2034 16,560,287 16,560,287 (13,034,826)(95,520)(13,130,346)3,429,940 126%3,429,940 24,952,946
2035 6,098,277 (7)6,098,277 (12,897,500)(95,520)(12,993,020)(6,894,743)47%(6,894,743)18,058,202
2036 5,270,728 5,270,728 (12,276,000)(95,520)(12,371,520)(7,100,792)43%(7,100,792)10,957,410
2037 2,718,348 (7)2,718,348 (12,275,000)(95,520)(12,370,520)(9,652,172)22%(9,652,172)1,305,238
Totals $515,399,244 $1,300,000 $516,699,244 ($452,706,981)($1,671,600)($454,378,581)$62,320,663 $22,400,000 $39,920,663
(1) Includes general Tax Increment, 4CDC grant funds, and energy consumption payments.
(2) CRC reserves to cover annual Civic payments and energy consumption payments.
(3) Represents CRC Revenue contributions to the Supplemental Reserve Fund.
(4) Represents the accumulation of funds in the Supplemental Reserve Fund and assumes any annual deficits are paid from the Supplemental Reserve Fund.
(5) The July 12, 2016 balance of the Supplemental Reserve Fund per the Commission is $3,252,946. At closing, $716,324 will be transferred from the Supplemental Reserve Fund to fund the debt service reserve fund for the 2016D Authority Bonds.
Assumes transfer of $700,000 to the Supplemental Reserve Fund in December of 2016.
(6) Upon commencement of the term of the Lease, $716,324 will be transferred back to the Supplemental Reserve Fund.
(7) Assumes 30-year lives of the Tax Increment allocation areas begin to expire.
dated July 21, 2016 of Umbaugh.)
B-22
2016 District Bonds (Qualified Obligation 1)
City Center II
Revenues Obligations
CITY OF CARMEL, INDIANA
COMPARISON OF TOTAL REVENUES AND OBLIGATIONS OF THE COMMISSION
(Subject to the comments in the attached Report
Uses of Funds:
Net available proceeds for projects $9,623,892.77
Debt service reserve surety policy 19,698.90
Capitalized interest 1,022,505.03
Underwriter's discount 43,560.00
Bond issuance costs and contingencies 180,343.30
Total Uses of Funds $10,890,000.00
Sources of Funds:
Taxable Lease Rental Bonds, Series 2016D $10,890,000.00
Total Sources of Funds $10,890,000.00
B-23
dated July 21, 2016 of Umbaugh.)
CARMEL REDEVELOPMENT AUTHORITY
2016D Authority Bonds (Qualified Obligation 2)
Midtown Phase 1A
SOURCES AND USES
(Subject to the comments in the attached Report
Payment Principal Interest Total Capitalized Net Bond Year Bond Year
Date Outstanding Principal Rate Interest Debt Service Interest Debt Service Debt Service Lease Rentals
01/15/17 $10,890,000 $155,158.63 $155,158.63 ($155,158.63)$0.00 $0.00 $0
07/15/17 10,890,000 173,469.28 173,469.28 (173,469.28)0.00
01/15/18 10,890,000 173,469.28 173,469.28 (173,469.28)0.00 0.00 0
07/15/18 10,890,000 173,469.28 173,469.28 (173,469.28)0.00
01/15/19 10,890,000 173,469.28 173,469.28 (173,469.28)0.00 0.00 0
07/15/19 10,890,000 173,469.28 173,469.28 (173,469.28)0.00
01/15/20 10,890,000 $360,000 1.576%173,469.28 533,469.28 533,469.28 533,469.28 536,500
07/15/20 10,530,000 185,000 1.626%170,632.48 355,632.48 355,632.48
01/15/21 10,345,000 190,000 1.726%169,128.43 359,128.43 359,128.43 714,760.91 720,000
07/15/21 10,155,000 190,000 1.776%167,488.73 357,488.73 357,488.73
01/15/22 9,965,000 190,000 1.913%165,801.53 355,801.53 355,801.53 713,290.26 719,000
07/15/22 9,775,000 195,000 1.963%163,984.18 358,984.18 358,984.18
01/15/23 9,580,000 195,000 2.113%162,070.25 357,070.25 357,070.25 716,054.43 722,000
07/15/23 9,385,000 195,000 2.163%160,010.08 355,010.08 355,010.08
01/15/24 9,190,000 200,000 2.292%157,901.15 357,901.15 357,901.15 712,911.23 718,000
07/15/24 8,990,000 200,000 2.342%155,609.15 355,609.15 355,609.15
01/15/25 8,790,000 205,000 2.442%153,267.15 358,267.15 358,267.15 713,876.30 719,000
07/15/25 8,585,000 205,000 2.492%150,764.10 355,764.10 355,764.10
01/15/26 8,380,000 210,000 2.592%148,209.80 358,209.80 358,209.80 713,973.90 719,000
07/15/26 8,170,000 210,000 2.642%145,488.20 355,488.20 355,488.20
01/15/27 7,960,000 215,000 3.192%142,714.10 357,714.10 357,714.10 713,202.30 719,000
07/15/27 7,745,000 220,000 3.192%139,282.70 359,282.70 359,282.70
01/15/28 7,525,000 220,000 3.192%135,771.50 355,771.50 355,771.50 715,054.20 721,000
07/15/28 7,305,000 225,000 3.192%132,260.30 357,260.30 357,260.30
01/15/29 7,080,000 230,000 3.192%128,669.30 358,669.30 358,669.30 715,929.60 721,000
07/15/29 6,850,000 230,000 3.192%124,998.50 354,998.50 354,998.50
01/15/30 6,620,000 235,000 3.192%121,327.70 356,327.70 356,327.70 711,326.20 717,000
07/15/30 6,385,000 240,000 3.192%117,577.10 357,577.10 357,577.10
01/15/31 6,145,000 245,000 3.392%113,746.70 358,746.70 358,746.70 716,323.80 722,000
07/15/31 5,900,000 245,000 3.392%109,591.50 354,591.50 354,591.50
01/15/32 5,655,000 250,000 3.392%105,436.30 355,436.30 355,436.30 710,027.80 716,000
07/15/32 5,405,000 255,000 3.392%101,196.30 356,196.30 356,196.30
01/15/33 5,150,000 260,000 3.762%96,871.50 356,871.50 356,871.50 713,067.80 719,000
07/15/33 4,890,000 265,000 3.762%91,980.90 356,980.90 356,980.90
01/15/34 4,625,000 270,000 3.762%86,996.25 356,996.25 356,996.25 713,977.15 719,000
07/15/34 4,355,000 275,000 3.762%81,917.55 356,917.55 356,917.55
01/15/35 4,080,000 280,000 3.762%76,744.80 356,744.80 356,744.80 713,662.35 719,000
07/15/35 3,800,000 285,000 3.762%71,478.00 356,478.00 356,478.00
01/15/36 3,515,000 290,000 3.762%66,117.15 356,117.15 356,117.15 712,595.15 718,000
07/15/36 3,225,000 295,000 3.762%60,662.25 355,662.25 355,662.25
01/15/37 2,930,000 300,000 3.762%55,113.30 355,113.30 355,113.30 710,775.55 716,000
07/15/37 2,630,000 310,000 3.762%49,470.30 359,470.30 359,470.30
01/15/38 2,320,000 310,000 3.762%43,639.20 353,639.20 353,639.20 713,109.50 719,000
07/15/38 2,010,000 320,000 3.762%37,808.10 357,808.10 357,808.10
01/15/39 1,690,000 325,000 3.762%31,788.90 356,788.90 356,788.90 714,597.00 720,000
07/15/39 1,365,000 330,000 3.762%25,675.65 355,675.65 355,675.65
01/15/40 1,035,000 340,000 3.762%19,468.35 359,468.35 359,468.35 715,144.00 721,000
07/15/40 695,000 345,000 3.762%13,072.95 358,072.95 358,072.95
01/15/41 350,000 350,000 3.762%6,583.50 356,583.50 356,583.50 714,656.45 720,000
Totals $10,890,000 $5,654,290.19 $16,544,290.19 ($1,022,505.03)$15,521,785.16 $15,521,785.16 $15,640,500
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
B-24
2016D Authority Bonds dated August 4, 2016
CARMEL REDEVELOPMENT AUTHORITY
2016D Authority Bonds (Qualified Obligation 2)
Midtown Phase 1A
AMORTIZATION OF $10,890,000 PRINCIPAL AMOUNT OF
TAXABLE LEASE RENTAL BONDS, SERIES 2016D
2016D Estimated
Year Estimated Authority Bonds Tax Increment Estimated
Payable Tax Increment Lease Rentals Remaining Coverage
(1)(2)
2018 $100,960 ($0)$100,960 N/A
2019 590,270 (536,500)53,770 110%
2020 791,840 (720,000)71,840 110%
2021 791,840 (719,000)72,840 110%
2022 791,840 (722,000)69,840 110%
2023 791,840 (718,000)73,840 110%
2024 791,840 (719,000)72,840 110%
2025 791,840 (719,000)72,840 110%
2026 791,840 (719,000)72,840 110%
2027 791,840 (721,000)70,840 110%
2028 791,840 (721,000)70,840 110%
2029 791,840 (717,000)74,840 110%
2030 791,840 (722,000)69,840 110%
2031 791,840 (716,000)75,840 111%
2032 791,840 (719,000)72,840 110%
2033 791,840 (719,000)72,840 110%
2034 791,840 (719,000)72,840 110%
2035 791,840 (718,000)73,840 110%
2036 791,840 (716,000)75,840 111%
2037 791,840 (719,000)72,840 110%
2038 791,840 (720,000)71,840 110%
2039 791,840 (721,000)70,840 110%
2040 791,840 (720,000)71,840 110%
Totals $17,319,870 ($15,640,500)$1,679,370
(1) See page B-26.
(2) See page B-24.
B-25
CARMEL REDEVELOPMENT AUTHORITY
2016D Authority Bonds (Qualified Obligation 2)
Midtown Phase 1A
COMPARISON OF ESTIMATED TAX INCREMENT AND LEASE RENTALS
(Subject to the comments in the attached Report
dated July 21, 2016 of Umbaugh.)
January 1st
Completion Estimated Assessed Value
Building Date Sq. Ft./ Sq. Ft.2018 2019 2020
(2)(2)(3)
Midtown Phase 1A
Block 1A
Office 2018 131,428 $130 $17,085,640 $17,085,640
Retail 2018 3,185 145 461,825 461,825
Block 1B
Retail 2018 8,500 145 1,232,500 1,232,500
Block 2
Garage 2018 192,749 30 5,782,470 5,782,470
Retail 2018 7,225 145 1,047,625 1,047,625
Block 3A
Office 2019 70,000 130 9,100,000
Retail 2019 10,000 145 1,450,000
Green House Cottages 2017 54,965 104 $5,716,360 5,716,360 5,716,360
Demolition of existing improvements (4)(432,100)(432,100)(432,100)
Incremental assessed value 5,284,260 30,894,320 41,444,320
Net tax rate (5)$1.9106 $1.9106 $1.9106
Estimated Tax Increment (100%)$100,960 $590,270 $791,840
(1) Assumes the development will be assessed by January 1 of the preceding year.
(2) According to Old Town Design Group.
(3) Estimated assessed value based on comparable buildings in the City of Carmel.
(4) Assumes demolition of all existing improvement value on the parcels comprising the development.
(5) Represents the payable 2016 tax rate for the City of Carmel reduced by the Carmel Clay Schools referendum rate. The Tax Increment tax rate is
assumed to remain level in this analysis because the normal increases in tax rates due to budget increases may be offset by old debt being replaced
with new referendum debt that is not included in the Tax Increment tax rate.
(Subject to the comments in the attached letter
dated July 21, 2016 of Umbaugh.)
B-26
Year Payable (1)
CARMEL REDEVELOPMENT AUTHORITY
2016D Authority Bonds (Qualified Obligation 2)
Midtown Phase 1A
ESTIMATED TAX INCREMENT - TAXABLE GARAGES
Estimated Assessed Value
APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE BOND BANK INDENTURE
The following is a summary of certain provisions of the Bond Bank Indenture not otherwise discussed
in this Official Statement. This summary is qualified in its entirety by reference to the Bond Bank Indenture.
During the period of this offering, a copy of the entire Bond Bank Indenture is available without charge from
H.J. Umbaugh & Associates, Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P. O.
Box 40458, Indianapolis, Indiana.
Definitions
Unless otherwise defined in this Appendix or the context clearly indicates otherwise, the following are
definitions of certain key terms used in this Appendix and elsewhere in the Official Statement. When used in
this Appendix, such key terms refer to Bonds of the Bond Bank which terms may also be used in the Bond Bank
Indenture. Any capitalized terms used in this Appendix and not otherwise defined herein will have the
meanings set forth in the Bond Bank Indenture. Capitalized terms used elsewhere in the Official Statement,
including other appendices hereto, shall have the meanings ascribed thereto, which meanings may be different
than the definitions of such capitalized terms used in this Appendix.
“Accounts” means the accounts created under the Bond Bank Indenture.
“Act” means the provisions of Indiana Code 5-1.4, as from time to time amended.
“Additional Bonds” means Bonds issued pursuant to the Bond Bank Indenture and any Supplemental
Indenture which are issued on a parity with the Series 2016 Bonds.
“Adjusted Debt Service Requirements” means for any period, as of any date of calculation, the
aggregate Debt Service Requirements on Outstanding Bonds for such period, which shall be adjusted and
deemed to include all periodic Bond Related Costs.
“Authorized Officer” means the Chair, Vice Chair or Executive Director of the Bond Bank or such
other person or persons who are duly authorized to act on behalf of the Bond Bank.
“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended from time to time.
“Bondholder” or “holder of Bonds” or “owner of Bonds” or any similar term means the registered
owner of any Bond, including the Bond Bank, and any purchaser of Bonds being held for resale, including the
Bond Bank.
“Bonds” means, collectively, any of the Series 2016 Bonds and any Additional Bonds issued pursuant
to the Bond Bank Indenture and any Supplemental Indenture.
“Bond Bank” means The City of Carmel Local Public Improvement Bond Bank, an entity created by
the Act, but separate from the City in its corporate capacity, or any successor to its functions.
“Bond Bank Indenture” means the Trust Indenture, dated as of August 1, 2016, between the Bond
Bank and the Bond Bank Trustee, and all supplements and amendments entered into pursuant to the Bond
Bank Indenture.
“Bond Counsel” means Counsel that is nationally recognized in the area of municipal law and matters
relating to the exclusion of interest on municipal bonds from gross income under federal tax law.
C-2
“Bond Issuance Expense Account” means the account by that name created under the Bond Bank
Indenture.
“Bond Related Costs” means (a) initial and acceptance fees of any Fiduciary together with any fees of
attorneys, feasibility consultants, engineers, financial advisors, accountants and other advisors retained by the
Bond Bank or any Qualified Entity in connection with the Bonds, and (b) any fiscal administrative fees and
expenses or other fees, charges and expenses that may be lawfully incurred by the Bond Bank or any Qualified
Entity relating to the Bonds.
“Bond Year” means the twelve month period beginning January 16 and ending on January 15 of the
following calendar year.
“Book entry” or “book entry system” means, with respect to the Series 2016 Bonds, a form or system,
as applicable, under which (i) the ownership of beneficial interests in Series 2016 Bonds and principal and
interest due thereon may be transferred only through a book entry and (ii) physical bond certificates in fully
registered form are registered only in the name of the Depository Company or its nominee as holder, with the
physical bond certificates “immobilized” in the custody of the Depository Company. The book entry system
maintained by and the responsibility of the Depository Company and not maintained by or the responsibility of
the Bond Bank or the Trustee is the record that identifies, and records the transfer of the interests of, the
owners of beneficial (book entry) interests in the Series 2016 Bonds.
“Business Day” or “business day” means a day other than Saturday, Sunday or day on which banking
institutions in the city in which the corporate trust office of the Trustee is located are required or authorized by
law to close or on which the New York Stock Exchange is closed.
“Cash Flow Certificate” means a certificate prepared by an accountant or firm of accountants in
accordance with the Bond Bank Indenture concerning anticipated Revenues and payments.
“City” means the City of Carmel, Indiana, a qualified entity under the Act.
“Costs of Issuance” means (a) payment of all reasonable costs incurred by the Bond Bank in
connection with the issuance of any Bonds and by any Qualified Entity in connection with the issuance of any
Qualified Obligations, including, but not limited to, legal and accounting fees and expenses, printing expenses,
financial consultants’ fees, financing charges (including underwriting fees and discounts), printing and
engraving costs, the fees and expenses of credit ratings or credit enhancements, preparation of the financing
statements, preparation of any disclosure document and any other documents necessary for the issuance of the
Bonds and any Qualified Obligations; (b) payment of the fees and expenses of the Trustee, any bond registrar,
any related trustee, registrar, paying agent, escrow agent or similar fiscal administrative fees of the Bond Bank
and any Qualified Entity, and the reasonable expenses of their counsel properly incurred under or in connection
with this Indenture and any authorizing instrument or proceedings of a Qualified Entity and the transactions
contemplated hereby; and (c) payment of any fees, charges and expenses in connection with the foregoing and
any other costs of a similar nature authorized by the Act.
“Counsel” means an attorney duly admitted to practice law before the highest court of any state and
approved by the Bond Bank.
“Debt Service Requirements” means, during the applicable period and as of any date of calculation
with respect to Outstanding Bonds, the aggregate of the scheduled principal of and premium, if any, and
interest on any of the Bonds accruing for that period or due and payable on that date. In determining the Debt
Service Requirements accruing for any period or due and payable on any date, mandatory sinking fund
requirements accruing for that period or due on that date shall be included.
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“Default” means an event or condition the occurrence of which, with the lapse of time or the giving of
notice or both, would become an Event of Default hereunder.
“Depository Company” means The Depository Trust Company, New York, New York, and its
successors and assigns, including any surviving, resulting or transferee corporation, or any successor
corporation that may be appointed in a manner consistent with the Bond Bank Indenture and includes any
direct or indirect participants of The Depository Trust Company.
“Electronic Means” means the following communications methods: S.W.I.F.T., e-mail, facsimile
transmission, secure electronic transmission containing applicable authorization codes, passwords and/or
authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for
use in connection with its services hereunder.
“Event of Default” means any occurrence or event specified in the Bond Bank Indenture.
“Fees and Charges” means fees and charges established by the Bond Bank from time to time pursuant
to the Act which are payable by any Qualified Entity.
“Fiduciary” means any bank or other organization acting in a fiduciary capacity with respect to any
Bonds, whether as trustee, paying agent, bond registrar, tender agent or escrow agent, or in a similar function.
“Fiscal Year” means the twelve month period from January 1 through December 31 of each calendar
year.
“Funds” means the funds created under the Bond Bank Indenture.
“General Account” means the account by that name created under the Bond Bank Indenture.
“General Fund” means the fund by that name created under the Bond Bank Indenture.
“Governmental Obligations” means (a) direct obligations of the United States of America or
obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including but not limited to securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and securities evidencing ownership interests in open-end management type
investment companies or investment trusts registered under the Investment Company Act of 1940, as amended,
whose investments are limited to such obligations and to repurchase agreements fully collateralized by such
obligations, and (b) obligations of any state of the United States of America or any political subdivision
thereof, the full payment of principal of, premium, if any, and interest on which (i) are unconditionally
guaranteed or insured by the United States of America, or (ii) are provided for by an irrevocable deposit of
securities described in clause (a) and are not subject to call or redemption by the issuer thereof prior to maturity
or for which irrevocable instructions to redeem have been given.
“Interest Payment Date” means January 15 and July 15 of each year, commencing January 15, 2017.
“Investment Earnings” means earnings and profits on the moneys in the Funds and Accounts
established under the Bond Bank Indenture.
“Investment Securities” means any of the following: (i) Governmental Obligations; (ii) money market
funds, which may be funds of the Trustee, the assets of which are obligations of or guaranteed by the United
States of America and which funds are rated at the time of purchase “AAAm-G or higher by Standard & Poor’s
Ratings Services, Inc. and/or “Aaa” by Moody’s Investors Service, Inc.; (iii) bonds, debentures, notes or other
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evidence of indebtedness issued or guaranteed by any of the following federal agencies: Export-Import Bank,
Farmers Home Administration, Federal Financing Bank, Federal Housing Administration, Government
National Mortgage Association, Maritime Administration, Public Housing Authorities, Banks for
Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Bank, Federal Home Loan Bank and
Federal Land Bank; (iv) certificates of deposit, savings accounts, deposit accounts or depository receipts of a
bank, savings and loan associations and mutual savings banks, including the Trustee, each fully insured by the
Federal Deposit Insurance Corporation; (v) bankers’ acceptances or certificates of deposit of commercial banks
or savings and loan associations, including the Trustee, which mature not more than one year after the date of
purchase; provided the banks or savings and loan associations (rather than their holding companies) are rated
for unsecured debt at the time of purchase of the investments in the two highest Rating Categories established
by Moody’s Investors Service and Standard & Poor’s Ratings Group; (vi) commercial paper rated at the time
of purchase in the single highest Rating Categories by Moody’s Investors Service and Standard & Poor’s
Ratings Group and which matures not more than two hundred and seventy (270) days after the date of
purchase; (vii) investment agreements fully and properly secured at all times by collateral security described in
(i), (iii) or (iv) above or issued by entities rated in the single highest Rating Categories by Moody’s Investors
Service and Standard & Poor’s Ratings Group when such agreement was entered into; (viii) repurchase
agreements with any bank or trust company organized under the laws of any state of the United States of
America or any national banking association (including the Trustee) or government bond dealer reporting to,
trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement
is secured by any one or more of the securities described in clauses (i), (iii) or (iv) above; provided, underlying
securities are required by the repurchase agreement to be continuously maintained at a market value not less
than the amount so invested; and (ix) U.S. Dollar denominated deposit accounts, federal funds and banker's
acceptances with domestic banks whose short term certificates of deposit are rated on the date of the purchase
in any of the three highest rating categories by any rating agency and maturing no more than 360 days after the
date of the purchase.
“Net Proceeds” means the proceeds of any Series of Bonds received from the underwriter or purchaser
thereof pursuant to the terms of a purchase contract, including accrued interest.
“Opinion of Bond Counsel” means a written opinion of Bond Counsel which opinion is acceptable to
the Bond Bank and the Trustee.
“Opinion of Counsel” means a written opinion of Counsel addressed to the Trustee, for the benefit of
the owners of the Bonds, who may (except as otherwise expressly provided in the Bond Bank Indenture) be
Counsel to the Bond Bank or Counsel to the owners of the Bonds and who is acceptable to the Trustee.
“Outstanding” or “Bonds Outstanding” means all Bonds which have been authenticated and delivered
by the Trustee under the Bond Bank Indenture or Bonds held for resale, including Bonds held by the Bond
Bank, except:
(a) Bonds cancelled after purchase in the open market or because of payment at or
redemption prior to maturity;
(b) Bonds deemed paid under the Bond Bank Indenture; and
(c) Bonds in lieu of which other Bonds have been authenticated under the Bond Bank
Indenture or under any Supplemental Indenture.
“Paying Agent” means initially The Huntington National Bank, a national banking association
organized and existing under the laws of the United States of America or any successor thereto.
“Principal Payment Date” means the maturity date or the mandatory redemption date of any Bond.
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“Program” means the program for the purchase of any Qualified Obligations by the Bond Bank
pursuant to the Act and the Bond Bank Indenture.
“Program Expenses” means all of the Bond Bank’s expenses in carrying out and administering the
Program pursuant to the Bond Bank Indenture and includes, without limiting the generality of the foregoing,
salaries, supplies, utilities, mailing, labor, materials, office rent, maintenance furnishings, equipment,
machinery and apparatus, telephone, insurance premiums, credit enhancement fees, liquidity facility fees, legal,
accounting, management, consulting and banking services and expenses, fees and expenses of the Trustee and
the Registrar and Paying Agent, costs of verifications required under the Bond Bank Indenture, Costs of
Issuance not paid from the proceeds of Bonds, travel, payments for pension, retirement, health and
hospitalization, life and disability insurance benefits, any other costs permitted under the Act, all to the extent
properly allocable to the Program.
“Purchase Agreements” means, collectively, any Qualified Entity Purchase Agreement executed by
and between the Bond Bank and any Qualified Entity governing the terms of the purchase and sale of any
Qualified Obligations as part of the Program.
“Purchase Contract” means the Bond Purchase Agreement, dated July 21, 2016, among the Bond
Bank, the City, acting on behalf of the Qualified Entities, and the Underwriter, regarding the terms of purchase
and sale of the Series 2016 Bonds.
“Qualified Entity” means an entity defined in Indiana Code 5-1.4-1-10, as amended from time to time,
including, but not limited to, the Redevelopment Authority and the Redevelopment District.
“Qualified Obligation” means a “security” (as that term is defined in the Act), which has been acquired
by the Bond Bank pursuant to the Bond Bank Indenture, including, but not limited to, the Series 2016
Qualified Obligations.
“Qualified Obligation Interest Payment” means that portion of a Qualified Obligation Payment made
or required to be made by a Qualified Entity to the Bond Bank which represents the interest due or to become
due on the Qualified Entity’s Qualified Obligation.
“Qualified Obligation Payment” means the amounts paid or required to be paid, from time to time, for
principal and interest by a Qualified Entity to the Bond Bank on any Qualified Obligation and any Fees and
Charges paid as required by the Bond Bank under the provisions of any Purchase Agreement for the purchase
and sale of “securities” (as defined in the Act).
“Qualified Obligation Principal Payment” means that portion of a Qualified Obligation Payment made
or required to be made by a Qualified Entity to the Bond Bank which represents the principal due or to become
due on any Qualified Entity’s Qualified Obligation.
“Rating Agency” or “Rating Agencies” means Fitch, S&P or Moody’s, according to which of such
rating agencies then rates a Bond; and provided that, if none of such rating agencies then rates a Bond, the term
“Rating Agency” or “Rating Agencies” shall refer to any national rating agency (if any) that provides such
rating.
“Rating Category” or “Rating Categories” means one of the generic rating categories of the applicable
Rating Agency, without regard to any refinements or gradations of such generic rating category by numerical or
other modifier.
“Record Date” means, with respect to any Interest Payment Date, the last day of the calendar month
immediately preceding the month of such Interest Payment Date.
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“Redemption Account” means the account by that name created under the Bond Bank Indenture.
“Redemption Price” means, with respect to any Bond, the principal amount thereof, plus the applicable
premium, if any, payable upon redemption prior to maturity.
“Redevelopment Authority” or “Authority” means the City of Carmel Redevelopment Authority,
which has been created and established pursuant to Indiana Code 36-7-14.5, and which is a Qualified Entity
under the Act.
“Redevelopment District” means the City of Carmel Redevelopment District, which has been created
and established pursuant to Indiana Code 36-7-14.
“Refunding Qualified Obligation” means any Qualified Obligation issued to refund any Qualified
Obligation.
“Registrar” means initially The Huntington National Bank, in Indianapolis, Indiana, a national banking
association organized and existing under the laws of the United States of America or any successor thereto.
“Revenues” means the income, revenues and profits of the Funds and Accounts referred to in the
granting clauses of the Bond Bank Indenture including, without limitation, all Qualified Obligation Payments
and Investment Earnings.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any Series of
Bonds authorized by the Bond Bank Indenture or by a Supplemental Indenture.
“Series 2016 Bonds” means The City of Carmel Local Public Improvement Bond Bank Taxable
Special Program Bonds, Series 2016 (City Center II and Midtown East Phase 1A Projects), issued pursuant to
the Bond Bank Indenture.
“Series 2016 Qualified Entities” means, collectively, the Redevelopment Authority and the
Redevelopment District.
“Series 2016 Qualified Obligations” means, collectively, the following Qualified Obligations issued by
the Series 2016 Qualified Entities, respectively:
(1) $18,830,000 City of Carmel, Indiana, Redevelopment District Taxable Bonds
of 2016 (City Center II Projects)
(2) $10,890,000 City of Carmel Redevelopment Authority Taxable Lease Rental
Bonds, Series 2016D (Midtown East Phase 1A Projects)
“State” means the State of Indiana.
“Supplemental Indenture” means an indenture supplemental to or amendatory of the Bond Bank
Indenture, executed by the Bond Bank and the Trustee in accordance with the Bond Bank Indenture.
“Trustee” or “Bond Bank Trustee” means initially The Huntington National Bank, a national banking
association organized and existing under the laws of the United States of America, or any successor Trustee.
“Trust Estate” means the property, rights, money and amounts and all payments pledged and assigned
to the Trustee pursuant to the granting clauses of the Bond Bank Indenture.
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“Underwriter” means, with regard to the Series 2016 Bonds, Stifel, Nicolaus & Company,
Incorporated, acting as representative of itself and any other underwriters identified in the Purchase Contract.
Revenues, Funds And Accounts
A. Creation of Funds and Accounts.
The Bond Bank Indenture establishes the following Funds and Accounts to be held by the Trustee:
1. General Fund-comprised of the following:
(a) General Account;
(b) Redemption Account; and
(c) Bond Issuance Expense Account; and
The Bond Bank will not establish or maintain a debt service reserve fund under the Bond Bank
Indenture, and the provisions of Indiana Code 5-1.4-5, as amended, will not apply to the Bonds.
B. Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
1. The Trustee will deposit the Net Proceeds from the sale of the Series 2016 Bonds as follows:
(a) Into the General Account, an amount equal to $29,120,696.39, (i) a portion
of which, in the amount of $26,297,008.70, will be used to pay a portion of the purchase price
of the Series 2016 Qualified Obligations to the Series 2016 Qualified Entities in accordance
with the terms of the applicable Purchase Agreements for such Series 2016 Qualified
Obligations, and (ii) the remaining portion of which, in the amount of $2,823,687.69 (which
consists of a portion of the purchase price of the Series 2016 Qualified Obligations) will be
used to pay the interest to become due on the Series 2016 Bonds in accordance with the
following schedule:
(1) $428,476.64 on January 15, 2017;
(2) $479,042.21 on July 15, 2017;
(3) $479,042.21 on January 15, 2018;
(4) $479,042.21 on July 15, 2018;
(5) $479,042.21 on January 15, 2019; and
(6) $479,042.21 on July 15, 2019;
(b) into the Bond Issuance Expense Account, an amount equal to $425,392.59 to
be used to pay the Costs of Issuance related to the Series 2016 Bonds and the Series 2016
Qualified Obligations (other than the Underwriter’s discount retained by the Underwriter in
the amount of $118,880.00 and the premiums for the reserve fund credit facilities paid by the
Underwriter directly to the provider thereof, for and on behalf of the Redevelopment Authority
and the Redevelopment District with respect to separate reserve funds established by the
Redevelopment Authority and the Redevelopment District for the Series 2016 Qualified
Obligations, in the aggregate amount of $55,031.02).
2. The Trustee will deposit the Net Proceeds of any subsequent Series of Bonds as provided in
the Supplemental Indenture for that Series of Bonds.
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3. The Trustee will deposit all Revenues and all other receipts (except the proceeds of any series
of Bonds and money received from the sale or redemption prior to maturity of Qualified Obligations) into the
General Account of the General Fund or such other Funds or Accounts as provided in the Bond Bank
Indenture or any Supplemental Indenture and will deposit any money received from the sale or redemption
prior to maturity of Qualified Obligations into the Redemption Account.
Operation of Funds and Accounts
A. General Fund.
1. General Account. The Trustee will disburse the amounts held in the General Account for the
following purposes, and, in the event of insufficient funds to make all of such required disbursements, in the
following order of priority:
(a) On the date of initial delivery of the Series 2016 Bonds, to pay the net
purchase prices for the respective Series 2016 Qualified Obligations in accordance with the
terms of the respective Purchase Agreements, upon the submission of requisitions of the Bond
Bank signed by an Authorized Officer stating that all requirements with respect to such
financing set forth in the Bond Bank Indenture have been or will be complied with;
(b) At or before 10:00 a.m., in the city in which the Trustee is located, on the
business day next preceding each Interest Payment Date, to the Paying Agent such amount as
may be necessary to pay the principal and interest coming due on the Bonds outstanding under
the Bond Bank Indenture on such Interest Payment Date.
(c) As necessary and in accordance with the Bond Bank Indenture, such
amounts, as may be necessary to pay the reasonable Program Expenses.
(d) After making such deposits and disbursements, to the Bond Bank any
amounts in excess of amounts needed to pay principal and interest on the outstanding Bonds
within the following twelve months after taking into account currently available money in the
General Account plus those amounts which the Trustee reasonably expects to be received as
Qualified Obligation Payments during such twelve-month period. However, the Bond Bank
must supply the Trustee with a Cash Flow Certificate to the effect that, after such transfer,
Revenues expected to be received and money expected to be held in the Funds and Accounts
will at least equal debt service on all outstanding Bonds.
To the extent debt service on any of the Bonds is paid from Investment Earnings, the Qualified Entity
will be credited with making such payments and any obligations under the respective Qualified Obligations so
paid will be deemed satisfied.
2. Redemption Account. The Trustee will deposit into the Redemption Account all money
received from the sale or redemption prior to maturity of Qualified Obligations by the Bond Bank and all other
money required to be deposited therein pursuant to the provisions of the Bond Bank Indenture (other than
moneys received for which the Bond Bank provides written instructions to the Trustee to deposit such moneys
into a separate escrow account in order to provide for the payment of the applicable series of Bonds, whether
upon maturity or redemption thereof) and will disburse the funds in the Redemption Account as follows:
(a) On the last day of each month, to the General Account an amount equal to the
principal which would have been payable during the following month if such Qualified
Obligations had not been sold or redeemed prior to maturity.
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(b) On the second business day prior to each Interest Payment Date, to the
General Account such amounts as are not already committed to the redemption of Bonds for
which notice of redemption has already been given and as may be necessary to pay the
principal and interest coming due on the Bonds on such Interest Payment Date in the event and
to the extent that money available in the General Account are not sufficient for such payments.
(c) After providing for the required transfers to the General Account, (i) to
redeem Bonds of such maturity or maturities as directed by an Authorized Officer of the Bond
Bank, if such Bonds are then subject to redemption, (ii) to purchase Qualified Obligations
permitted by the Bond Bank Indenture, (iii) to the extent there are any excess money in the
Redemption Account, to transfer to the General Account as provided in the Bond Bank
Indenture, (iv) to purchase Bonds of such maturity or maturities as directed by an Authorized
Officer of the Bond Bank at the most advantageous price obtainable with reasonable diligence,
whether or not such Bonds are then subject to redemption, or (v) to invest such money until
the maturity or maturities of the Bonds as directed by an Authorized Officer of the Bond Bank
in accordance with the defeasance provisions of the Bond Bank Indenture, regardless of
whether such Bonds are then subject to redemption at the most advantageous price obtainable
with reasonable diligence and not in excess of the applicable redemption price for such Bonds
unless the Bond Bank provides the Trustee with a Cash Flow Certificate to the effect that a
purchase of Bonds at a price in excess of the applicable redemption price will not cause
Revenues expected to be received subsequent to such purchase to be less than debt service on
all outstanding Bonds.
(d) If the Trustee is unable to purchase Bonds in accordance with subparagraph
(c) above, then, subject to restrictions on redemption set forth in the Bond Bank Indenture (see
“The Bonds – Redemption Provisions”) and subject to the immediately following paragraph,
the Trustee will call for redemption on the next redemption date such amount of Bonds of such
maturity or maturities as directed by an Authorized Officer as will exhaust the Redemption
Account as nearly as possible at the applicable redemption price. The Trustee will pay the
interest accrued on any such redeemed Bonds to the date of redemption from the General
Account and will pay the redemption price from the Redemption Account.
The Trustee may, upon written direction from the Bond Bank, transfer any money in the Redemption
Account to the General Account if the Bond Bank provides the Trustee with a Cash Flow Certificate to the
effect that after such transfer and after any transfer from the General Account to the Bond Bank, Revenues,
together with money expected to be held in the Funds and Accounts, would at least equal debt service on all
Outstanding Bonds.
3. Bond Issuance Expense Account. The Trustee will deposit into the Bond Issuance Expense
Account the moneys required to be deposited therein pursuant to the provisions of the Bond Bank Indenture.
The Trustee will invest such funds pursuant to the Bond Bank Indenture and will disburse the funds held in the
Bond Issuance Expense Account upon receipt of invoices or requisitions certified by the Executive Director of
the Bond Bank to pay Costs of Issuance for a Series of Bonds to which such costs relate or to reimburse the
Bond Bank or any Qualified Entity for amounts previously advanced for such costs. In making disbursements
from the Bond Issuance Expense Account, the Trustee may rely upon such certifications and invoices without
further investigation. Any amounts remaining in the Bond Issuance Expense Account one-hundred twenty
(120) days after the issuance of the respective Series of Bonds will be transferred to the General Account, at
which time the Bond Issuance Expense Account may, at the direction of the Bond Bank, be closed.
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B. Amounts Remaining in Funds.
Any amounts remaining in any Fund or Account after full payment of all of the Bonds outstanding
under the Bond Bank Indenture and the fees, charges and expenses of the Trustee will be distributed to the
Bond Bank.
C. Investment of Funds.
Any money held as a part of any Fund or Account under the Bond Bank Indenture (except the
Redemption Account) will be invested and reinvested at all times as continuously as reasonably possible by the
Trustee in Investment Securities, all at the written direction of the Bond Bank. Any money in the Redemption
Account will be invested only in Government Obligations as directed in writing by the Bond Bank from time to
time. All such investments will at all times be a part of the Fund or Account from which money were used to
acquire such investments, and all Investment Earnings will be deposited as received in the General Account.
Moneys in separate Funds and Accounts may be commingled for the purpose of investment or deposit. Any
investment losses from an Investment Security will be charged to the Fund or Account from which money were
employed to invest in such Investment Security. Money in any Fund or Account will be invested in Investment
Securities with maturity dates (or redemption dates determined by the Bond Bank at the Bond Bank’s option)
coinciding as nearly as practicable with the times at which money in such Funds or Accounts will be required
for transfer or disbursement under the Bond Bank Indenture. The Trustee will sell and reduce to cash
sufficient amounts of such Investment Securities in a respective Fund or Account as may be necessary to make
up a deficiency in any amounts required to be disbursed from such Fund or Account.
The Trustee is directed to invest and reinvest such amounts in permitted investments promptly upon
receipt of, and in accordance with, the written instructions of the Bond Bank. The Trustee may conclusively
rely upon the Bond Bank’s written instructions as to both the suitability and legality of the directed
investments. Ratings of permitted investments shall be determined at the time of purchase of such permitted
investments and without regard to ratings subcategories. The Trustee shall not be liable for losses on
investments made in compliance with the provisions of the Bond Bank Indenture. The Trustee may make any
and all such investments through its own investment department or that of its affiliates or subsidiaries, and may
charge its ordinary and customary fees for such trades, including investment maintenance fees. In the absence
of investment instructions from the Bond Bank, the Trustee shall not be responsible or liable for keeping the
moneys held by it under the Bond Bank Indenture fully invested in permitted investments. For so long as the
Trustee is in compliance with the provisions of the Bond Bank Indenture, the Trustee shall not be liable for any
investment losses.
Obligations purchased as investments of money in any Fund or Account with a stated maturity of less
than two years will be valued at cost, including accrued interest paid and unamortized debt discount. All other
such obligations will be valued at the lower of cost, including accrued interest paid and unamortized debt
discount, or market price, whichever is lower, exclusive of earned accrued interest, except for securities
covered by repurchase agreements which will be valued at the market value of the collateral securing such
agreements.
Performance of Covenants by Bond Bank
The Bond Bank covenants and agrees that it will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in the Bond Bank Indenture, in any and every Bond
executed, authenticated and delivered under the Bond Bank Indenture and in all of its related proceedings. The
Bond Bank covenants and represents that it is duly authorized under the constitution and laws of the State,
including particularly the Act, to issue the Bonds, to execute the Bond Bank Indenture and to pledge the
Revenues and all other property pledged under the Bond Bank Indenture in the manner and to the extent set
forth in the Bond Bank Indenture; that all action on its part for the issuance of the Bonds and the execution and
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delivery of the Bond Bank Indenture has been duly and effectively taken, and that the Bonds in the hands of
their owners are and will be valid and enforceable limited obligations of the Bond Bank according to the terms
of the Bonds and the Bond Bank Indenture.
In order to provide for the payment of the principal of, premium, if any, and interest on the Bonds and
Program Expenses, the Bond Bank will, as necessary from time to time in accordance with the Act, the Bond
Bank Indenture and sound banking practices and principles, (i) undertake all necessary actions to receive and
collect Revenues, including enforcement of the prompt collection of any arrears on Qualified Obligation
Payments, and (ii) diligently enforce and undertake all actions and proceedings reasonably necessary in the
judgment of the Bond Bank to protect its rights with respect to or to maintain any insurance on Qualified
Obligations and to enforce all terms, covenants and conditions of Qualified Obligations including the
collection, custody and prompt application of all escrow payments required by the terms of a Qualified
Obligation for designated purposes.
Whenever necessary to provide for the payment of debt service on the Bonds, the Bond Bank will
commence also to pursue appropriate remedies with respect to any Qualified Obligation held by the Bond Bank
which is in default.
Covenants with Respect to Qualified Obligations
With respect to the Qualified Obligations purchased by the Bond Bank, the Bond Bank covenants as
follows:
(a) The Bond Bank will not permit or agree to any material change in any
Qualified Obligation unless the Bond Bank supplies the Trustee with a Cash Flow Certificate,
to the effect that after such change, Revenues expected to be received and other available
money in Funds and Accounts will at least equal debt service on all Outstanding Bonds.
(b) The Bond Bank will also enforce or authorize the enforcement of all remedies
available to owners or holders of Qualified Obligations, unless (i) the Bond Bank provides the
Trustee with a Cash Flow Certificate to the effect that if such remedies are not enforced,
Revenues expected to be received and money expected to be held in the Funds and Accounts
will at least equal debt service on all Outstanding Bonds and (ii) the Trustee determines that
failure to enforce such remedies will not adversely affect the interests of the Bondholders in
any material way.
(c) The Bond Bank will not sell or dispose of any Qualified Obligations unless
(i) the Bond Bank provides the Trustee with a Cash Flow Certificate, to the effect that after
such sale, Revenues expected to be received and money expected to be held in the Funds and
Accounts, minus any proceeds of such sale to be transferred from any Fund or Account, will at
least equal the debt service on all Outstanding Bonds and (ii) the Trustee determines that such
sale or disposition will not adversely affect the interests of the Bondholders in any material
way. Proceeds of such sales will be invested only in Government Obligations or in Qualified
Obligations or disbursed as provided in the Bond Bank Indenture.
Cash Flow Certificates and Verifications
At any time that the provisions of the Bond Bank Indenture require that a Cash Flow Certificate be
prepared, such certificate will set forth:
(a) the Revenues expected to be received on all Qualified Obligations purchased
with proceeds of the Bonds;
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(b) all other Revenues, including the interest to be earned and other income to be
derived from the investment of the Funds and Accounts and the rate or yields used in
estimating such amounts;
(c) all money expected to be in the Funds and Accounts; and
(d) the Adjusted Debt Service Requirements on all Bonds expected to be
Outstanding during each Fiscal Year.
In making any Cash Flow Certificate, the accountant or firm of accountants may contemplate the
payment or redemption of Bonds for the payment or redemption of which amounts have been set aside in the
Redemption Account. The issuance of Bonds, the making of transfers from one Fund to another and the
deposit of amounts in any Fund from any other source may be contemplated in a Cash Flow Certificate only to
the extent that such issuance, deposit or transfer has occurred prior to or will occur substantially simultaneously
with the delivery of such Cash Flow Certificate. The accountant or firm of accountants must also supply
supporting schedules appropriate to show the sources and applications of funds used, identifying particularly
amounts to be transferred between Funds, amounts to be applied to the redemption or payment of Bonds and
amounts to be used to provide for Costs of Issuance and capitalized interest, if any, for the respective series. In
the case of each annual Cash Flow Certificate, the amounts of existing Qualified Obligations, existing
Investment Securities and existing cash will be the amounts as of the last day of the preceding Fiscal Year. In
the case of any other Cash Flow Certificate such amounts will be the amounts as of the last day of the month
preceding the month in which the Cash Flow Certificate is delivered but will be adjusted to give effect to
scheduled payments of principal and interest on Qualified Obligations, actual payments or proceeds with
respect to Investment Securities and actual expenditures of cash expected by the Bond Bank through the end of
the then current month.
The Bond Bank or the Trustee from time to time may cause a firm of independent certified public
accountants of national standing or other nationally recognized attorneys or experts to supply the Bond Bank
and the Trustee with such information as the Bond Bank or the Trustee may request in order to determine in a
manner reasonably satisfactory to the Bond Bank and the Trustee all matters relating to (a) the sufficiency of
projected cash flow receipts and disbursements with respect to the Funds and Accounts to pay the principal of
and interest on the Bonds and Program Expenses; (b) the yields on any obligations acquired and held by the
Bond Bank or the Trustee; and (c) compliance with any other covenants in the Bond Bank Indenture.
Accounts and Reports
The Bond Bank will keep proper books of records and accounts (separate from all other records and
accounts) in which complete and correct entries will be made of its transactions relating to the Program and the
Funds and Accounts established by the Bond Bank Indenture. Such books and all other books and papers of
the Bond Bank and all Funds and Accounts will, at all reasonable times, be subject to the inspection of the
Trustee and the owners of an aggregate of not less than five percent (5%) in principal amount of Bonds then
Outstanding or their representatives duly authorized in writing. The permissive right of inspection by the
Trustee will not be construed as a duty.
Before the twentieth day of each month or as directed by the Bond Bank (but not less than quarterly),
the Trustee will provide the Bond Bank with a statement of the amounts on deposit in each Fund and Account
as of the last day of the preceding month and the total deposits to and withdrawals from each Fund and
Account during the preceding month. The Bond Bank may allow the Trustee to provide for less frequent
statements so long as such statements are supplied by the Trustee no less frequently than quarterly.
Within one hundred and eighty (180) days after the close of each Fiscal Year, the Bond Bank will file
with the Trustee a copy of an annual report of the operations of the Bond Bank during such Fiscal Year and
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audited financial statements, if available, prepared in conformity with generally accepted accounting principles
by an accounting firm appointed by the Bond Bank and acceptable to the Trustee, and as further specified in
the Bond Bank Indenture. The Trustee is not responsible for reviewing financial statements, is not considered
to have notice of the content of such statements or a default based upon such content and does not have a duty
to verify the accuracy of such statements.
Covenant to Monitor Investments
The Bond Bank covenants and agrees to review regularly the investments held by the Trustee in the
Funds and Accounts under the Bond Bank Indenture in order to assure that the Revenues derived from such
investments are sufficient to pay, together with other anticipated Revenues, the debt service on all Bonds
Outstanding.
Limitation on Additional Bonds
Additional Bonds may be issued under the Bond Bank Indenture only to refund, directly or indirectly,
Bonds issued under the Bond Bank Indenture, or to purchase Refunding Qualified Obligations.
The Indenture creates a continuing pledge and lien to secure the full and final payment of the principal
of, redemption premium, if any, and interest on all Bonds and authorizes the issuance of one or more Series of
Additional Bonds under separate Supplemental Indentures. The Indenture establishes the requirements for
each Supplemental Indenture and provides that no series of Bonds will be issued under a Supplemental
Indenture unless certain conditions are met.
Discharge of Indenture
If (a) payment or provision for payment is made to the Trustee of the principal of, and interest on, the
Bonds due and to become due under the Bond Bank Indenture, and (b) if the Trustee receives all payments due
and to become due under the Bond Bank Indenture, then the Bond Bank Indenture may be discharged in
accordance with its provisions. In the event of any early redemption of Bonds in accordance with their terms,
the Trustee must receive irrevocable instructions from the Bond Bank, satisfactory to the Trustee, to call such
Bonds for redemption at a specified date and pursuant to the Bond Bank Indenture. Outstanding Bonds will
continue to be limited obligations of the Bond Bank payable only out of the money or securities held by the
Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds.
Any Bond or series of Bonds or portion thereof will be deemed to be paid when payment of the
principal of that Bond or series of Bonds, plus interest to its due date, either (a) has been made in accordance
with its terms or (b) has been provided for by irrevocably depositing with the Trustee, in trust and exclusively
for such payment, (1) money sufficient to make such payment, (2) noncallable or nonprepayable Governmental
Obligations maturing as to principal and interest in such amounts and at such times, without consideration of
any reinvestments thereof, as will ensure the availability of sufficient money to make such payments, or (3) a
combination of such money and Governmental Obligations, and all necessary and proper fees and expenses of
the Trustee pertaining to the Bonds with respect to which such deposit is made have been paid or deposited
with the Trustee.
Defaults and Remedies
A. Events of Default.
Any of the following events constitutes an “Event of Default” under the Bond Bank Indenture:
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(a) The Bond Bank defaults in the due and punctual payment of any interest on
any Bond;
(b) The Bond Bank defaults in the due and punctual payment of the principal of
any Bond, whether at stated maturity or on any date fixed for mandatory sinking fund
redemption;
(c) The Bond Bank fails to make required remittances to the Trustee within the
time limits prescribed in the Bond Bank Indenture;
(d) The Bond Bank defaults in carrying out any of its other covenants,
agreements or conditions contained in the Bond Bank Indenture or in the Bonds and fails to
remedy such Event of Default within sixty (60) days after receipt of notice, all in accordance
with the Bond Bank Indenture;
(e) Any warranty, representation or other statement by or on behalf of the Bond
Bank contained in the Bond Bank Indenture or in any instrument furnished in compliance with
or in reference to the Bond Bank Indenture is found to be false or misleading in any material
respect when made and there has been a failure to remedy such Event of Default within sixty
(60) days after receipt of notice, all in accordance with the Bond Bank Indenture;
(f) A petition is filed against the Bond Bank to the extent such petition may be
filed under applicable law, under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, and is not dismissed within sixty (60) days after such filing;
(g) The Bond Bank files a petition, to the extent such petition may be filed under
applicable law, in voluntary bankruptcy or seeking relief under any provisions of any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing
of any petition against it under such law;
(h) The Bond Bank is generally not paying its debts as such debts become due,
or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or
liquidator or trustee of the Bond Bank or any of its property is appointed by court order or
takes possession and such order remains in effect or such possession continues for more than
sixty (60) days; or
(i) The Bond Bank is rendered incapable of fulfilling its obligations under the
Bond Bank Indenture for any reason.
B. Trustee’s Rights and Remedies.
No default under subparagraphs (d) or (e) above will constitute an Event of Default until actual notice
of the default by registered or certified mail has been given to the Bond Bank by the Trustee or by the owners
of not less than twenty-five percent (25%) in aggregate principal amount of all Bonds then Outstanding and the
Bond Bank has had sixty (60) days after receipt of the notice to correct such default within the applicable
period. If such default is correctable but cannot be corrected within the applicable period, it will not constitute
an Event of Default if corrective action is instituted by the Bond Bank within the applicable period and
diligently pursued until the default is corrected.
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Upon the occurrence of an Event of Default, the Trustee will notify the owners of the Bonds of such
Event of Default and will have the following rights and remedies:
(a) The Trustee may pursue any available remedy at law or in equity or by statute
to enforce the payment of the principal of and interest on Outstanding Bonds, including
enforcement of any rights of the Bond Bank or the Trustee under the Qualified Obligations;
(b) The Trustee may by action or suit in equity require the Bond Bank to account
as if it were the trustee of an express trust for the owners of the Bonds and may take such
action with respect to the Qualified Obligations as the Trustee deems necessary or appropriate
and in the best interest of the owners of Bonds, subject to the terms of those Qualified
Obligations;
(c) Upon the filing of a suit or other commencement of judicial proceedings to
enforce any rights of the Trustee and of the owners of Bonds under the Bond Bank Indenture,
the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of
the Trust Estate and of the Revenues, issues, earnings, income, products and profits thereof,
pending such proceedings, with such powers as the court making such appointment will
confer; and
(d) If the Trustee certifies that there are sufficient money on deposit in the Funds
and Accounts to pay principal of and accrued interest on all Bonds Outstanding, the Trustee
may declare the principal of and accrued interest on all Bonds to be due and payable
immediately in accordance with the provisions of the Bond Bank Indenture and the Act, by
notice to the Bond Bank and the Corporation Counsel of the City.
If an Event of Default has occurred, if requested to do so in writing by the owners of twenty-five
percent (25%) or more in aggregate principal amount of Outstanding Bonds and if indemnified as provided in
the Bond Bank Indenture, the Trustee will be obligated to exercise such of the rights, remedies and powers
conferred by the Bond Bank Indenture, as the Trustee, being advised by Counsel, deems most expedient in the
interests of the owners of the Bonds.
The owners of a majority in aggregate principal amount of Outstanding Bonds will have the right, at
any time during the continuance of an Event of Default, by a written instrument or instruments executed and
delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of the Bond Bank Indenture or for the
appointment of a receiver or any other proceedings under the Bond Bank Indenture. However, such direction
may not be otherwise than in accordance with the provisions of law and of the Bond Bank Indenture.
C. Waivers of Events of Default.
At its discretion, the Trustee may waive any Event of Default and its consequences, and must do so
upon the written request of the owners of (i) more than 66 2/3% in aggregate principal amount of all the Bonds
then Outstanding in respect of which an Event of Default in the payment of principal or interest exists or (ii)
more than fifty percent (50%) in aggregate principal amount of all Bonds then Outstanding in the case of any
other Event of Default. However, there may not be waived (A) any Event of Default in the payment of the
principal of any Outstanding Bond at the specified date of maturity or (B) any Event of Default in the payment
when due of the interest on any Outstanding Bond unless, prior to the waiver, all arrears of interest or principal
due, as the case may be, with interest on overdue principal at the rate borne by such Bond, and all expenses of
the Trustee in connection with the Event of Default have been paid or provided for. In case of any such
waiver, or in case any proceeding taken by the Trustee on account of any such Event of Default has been
discontinued or abandoned or determined adversely, then the Bond Bank, the Trustee and the owners of Bonds
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will be restored to their former respective positions and rights under the Bond Bank Indenture. No waiver will
extend to any subsequent or other Event of Default or impair any rights consequent thereon.
D. Rights and Remedies of Owners of Bonds.
No owner of any Bond will have any right to institute any proceeding at law or in equity for the
enforcement of the Bond Bank Indenture or for the execution of any trust thereof or for the appointment of a
receiver or any other remedy under the Bond Bank Indenture, unless (i) an Event of Default has occurred, (ii)
the owners of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then
Outstanding have made written request to the Trustee and have offered the Trustee reasonable opportunity
either to proceed to exercise the remedies granted in the Bond Bank Indenture or to institute such action, suit or
proceeding in its own name, (iii) such owners of Bonds have offered to indemnify the Trustee, as provided in
the Bond Bank Indenture, and (iv) the Trustee has refused, or for sixty (60) days after receipt of such request
and offer of indemnification has failed, to exercise the remedies granted in the Bond Bank Indenture or to
institute such action, suit or proceeding in its own name. All proceedings at law or in equity must be carried
out as provided in the Bond Bank Indenture and for the equal and ratable benefit of the owners of all
Outstanding Bonds. However, nothing contained in the Bond Bank Indenture will affect or impair the right of
any owner of Bonds to enforce the payment of the principal of and interest on any Bond at and after its
maturity, or the limited obligation of the Bond Bank to pay the principal of and interest on each of the Bonds to
the respective owners of the Bonds at the time and place, from the source and in the manner expressed in the
Bonds.
Nonpresentment of Bonds
If any Bond issued under the Bond Bank Indenture is not presented for payment when the principal
becomes due, either at maturity, or at the date fixed for redemption, or as set forth in any Supplemental
Indenture regarding deemed tenders or redemptions or otherwise, and if funds sufficient to pay such Bond have
been made available to the Trustee or Paying Agent for the benefit of the owner thereof, all liability of the
Bond Bank to the owner thereof for the payment of such Bond will forthwith cease, terminate and be
completely discharged, and thereupon it will be the duty of the Trustee or Paying Agent to hold such funds for
four (4) years, for the benefit of the owner of such Bond, without liability for interest thereon to such owner,
who will thereafter be restricted exclusively to such funds, for any claim of whatever nature on his part under
the Bond Bank Indenture or on, or with respect to, such Bond.
Any money so deposited with and held by the Trustee or Paying Agent in trust for the payment of the
principal of and interest on the Bonds and remaining unclaimed by any Bondholder for four (4) years after the
date on which the same becomes due will be repaid by the Trustee or Paying Agent to the Bond Bank, at the
written request of the Bond Bank, and thereafter the Bondholders will be entitled to look only to the Bond
Bank for payment, and then only to the extent of the amount so repaid, and the Bond Bank will not be liable
for any interest thereon to the Bondholders and will not be regarded as a trustee of such money.
Other Obligations Payable from Revenues
The Bond Bank will grant no liens or encumbrances on or security interests in the Trust Estate (other
than those created by the Bond Bank Indenture), and, except for Bonds issued under the Bond Bank Indenture,
will issue no bonds or other evidences of indebtedness payable in whole or in part from the Trust Estate.
Limitations on Obligations of Bond Bank
The Bonds, together with interest thereon, are limited obligations of the Bond Bank payable solely
from the Trust Estate and will be a valid claim of the respective owners thereof only against the Trust Estate
which is assigned and pledged for the equal and ratable payment of such Bonds and will be used for no other
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purpose than the payment of the Bonds, except as may be otherwise expressly authorized in the Bond Bank
Indenture. The Bonds do not constitute a debt, obligation or liability of the State, any political subdivision
thereof, the City or any Qualified Entity under the constitution of the State or a pledge of the faith and credit of
the City, the State, any political subdivision thereof or any Qualified Entity but will be payable solely from the
Trust Estate pledged therefor in accordance with the Bond Bank Indenture. The issuance of the Bonds under
the provisions of the Act does not directly, indirectly or contingently, obligate the City, the State, any political
subdivision thereof or any Qualified Entity to levy any form of taxation for the payment thereof or to make any
appropriation for their payment and such Bonds and the interest payable thereon do not now and will never
constitute a debt of the City, the State, any political subdivision thereof or any Qualified Entity within the
meaning of the constitution of the State or the statutes of the State and such Bonds do not now and will never
constitute a charge against the credit or taxing power of the City, the State or any political subdivision thereof
or any Qualified Entity. Neither the City, the State or any Qualified Entity nor any agent, attorney, member,
officer, director or employee of the City, the State or any Qualified Entity or of the Bond Bank, will in any
event be liable for the payment of the principal of, and damages, if any, or interest on the Bonds or for the
performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be
undertaken by the Bond Bank. No breach by the Bond Bank of any such pledge, mortgage, obligation or
agreement may impose any liability, pecuniary or otherwise, upon the City, the State or any Qualified Entity or
any of the City’s, the State’s, any Qualified Entity’s or the Bond Bank’s agents, members, attorneys, officers,
directors and employees or any charge upon the general credit of the City, the State, or any Qualified Entity or
a charge against the taxing power of the City, the State, any political subdivision thereof or any Qualified
Entity.
Immunity of Officers and Directors
No recourse will be had for the payment of the Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in the Bond Bank Indenture contained against any past, present or future
officer, member, director, agent or employee of the Bond Bank, the City or any Qualified Entity or any officer,
member, director, trustee, agent or employee of any successor entities thereto, as such, either directly or
through the Bond Bank, the City or any Qualified Entity or any successor entities, under any rule of law or
equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such
liability of any such officers, members, directors, trustees, agents, or employees as such, is hereby expressly
waived and released as a condition of and consideration for the execution of the Bond Bank Indenture and
issuance of such Bonds.
Supplemental Indentures
The Bond Bank and the Trustee may, without the consent of, or notice to, any of the owners of Bonds,
enter into any indenture or indentures supplemental to the Bond Bank Indenture for any one or more of the
following purposes:
(a) To cure any ambiguity, formal defect or omission in the Bond Bank
Indenture;
(b) To grant to or confer upon the Trustee for the benefit of the owners of Bonds
any additional benefits, rights, remedies, powers or authorities that may lawfully be granted to
or conferred upon the owners of Bonds or the Trustee;
(c) To make any modification or amendment of the Bond Bank Indenture which
the Trustee determines will not have a material adverse effect on the interests of the
bondholders; provided, however, that the Bond Bank and the Trustee will make no amendment
which would permit the purchase of securities other than Refunding Qualified Obligations;
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(d) To subject to the lien of the Bond Bank Indenture additional Revenues,
security, properties or collateral;
(e) To modify, amend or supplement the Bond Bank Indenture or any
Supplemental Indenture in order to permit the qualification under the Trust Indenture Act of
1939 or any similar federal statute hereafter in effect or 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, and, if the Bond Bank and the Trustee so determine, to add to
the Bond Bank Indenture or to any Supplemental Indenture such other terms, conditions and
provisions as may be permitted to the Trust Indenture Act of 1939 or similar federal statute
and which will not have a material adverse effect on the interest of the Bondholders;
(f) To give evidence of the appointment of a separate or co-trustee or the
succession of a new Trustee under the Bond Bank Indenture or the succession of a new
Registrar or Paying Agent;
(g) To provide for the issuance of a Series of Additional Bonds permitted by the
Bond Bank Indenture to provide for the refunding of all or a portion of any Bonds;
(h) To amend the Bond Bank Indenture to permit the Bond Bank to comply with
any future federal tax law or any covenants contained in any Supplemental Indenture with
respect to compliance with future federal tax law.
With the exception of Supplemental Indentures for the purposes set forth in the preceding paragraph
and subject to the terms of the Bond Bank Indenture, the owners of not less than a majority of the aggregate
principal amount of the Bonds then Outstanding which are affected (other than Bonds held by the Bond Bank)
have the right, from time to time, to consent to and approve the execution by the Bond Bank and the Trustee of
any Supplemental Indenture or Indentures deemed necessary and desirable by the Trustee for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions
contained in the Bond Bank Indenture or in any Supplemental Indenture. However, no Supplemental
Indenture may permit or be construed as permitting, without the consent of the owners of all then Outstanding
Bonds, (i) an extension of the maturity dates of the principal of or the interest on, or the redemption dates of,
any Bonds, or (ii) a reduction in the principal amount of any Bond or a change in the redemption premium or
the rate of interest on any Bond, or (iii) a privilege or priority of any Bond or Bonds over any other Bond or
Bonds, or (iv) a reduction in the aggregate principal amount of the Bonds required for consent to such
Supplemental Indenture, or (v) the creation of any lien securing any Bonds, other than a lien ratably securing
all of the Bonds at any time Outstanding, or (vi) any modification of the trusts, powers, rights, obligations,
duties, remedies, immunities and privileges of the Trustee without the written consent of the Trustee.
Trustee
By executing the Bond Bank Indenture, the Trustee accepts the trusts and duties imposed upon it by
the Bond Bank Indenture, and agrees to perform such trusts and duties but only upon and subject to the express
terms and conditions of the Bond Bank Indenture.
The Trustee covenants and agrees to retain or cause its agent to retain possession of each Qualified
Obligation and a copy of the transcript or documents related thereto and release them only in accordance with
the provisions of the Bond Bank Indenture. The Bond Bank and the Trustee covenant and agree that all books
and documents in their possession relating to the Qualified Obligations will at all times be open to inspection
by such accountants or other agencies or persons as the Bond Bank or the Trustee may from time to time
designate.
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The Trustee and any successor Trustee may at any time resign from the trusts created by the Bond
Bank Indenture by giving thirty (30) days’ written notice by registered or certified mail to the Bond Bank, the
owner of each Bond issued under the Bond Bank Indenture, and such resignation will take effect upon the
appointment of a successor Trustee and acceptance of such appointment by the successor Trustee. Upon
resignation of the Trustee, the Bond Bank will, as soon as practicable, appoint a successor Trustee. If the Bond
Bank fails to appoint a successor Trustee within sixty (60) days of receipt of notice of the Trustee’s resignation,
the Trustee may petition the appropriate court to appoint a successor Trustee.
The Trustee may be removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to the Trustee and to the Bond Bank and signed by the owners of a majority in
aggregate principal amount of all Bonds then Outstanding or their attorneys-in-fact duly authorized. Notice of
the removal of the Trustee will be given as provided above. So long as no Event of Default, or an event which
with the passage of time would become an Event of Default, has occurred and is continuing, the Trustee may
be removed at any time by resolution of the Bond Bank filed with the Trustee.
In case the Trustee resigns or is removed, or is dissolved, or is in course of dissolution or liquidation,
or otherwise becomes incapable of acting under the Bond Bank Indenture, or in case it is taken under the
control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by
the owners of a majority in aggregate principal amount of all Bonds then Outstanding under the Bond Bank
Indenture by an instrument or concurrent instruments in writing signed by such owners, or by their attorneys-
in-fact duly authorized, a copy of which will be delivered personally or sent by registered mail to the Bond
Bank. Nevertheless, in case of such vacancy the Bond Bank by resolution may appoint a temporary Trustee to
fill such vacancy. Within ninety (90) days after such appointment, the Bondholders may appoint a successor
Trustee; and any such temporary Trustee so appointed by the Bond Bank will become the successor Trustee if
no appointment is made by the Bondholders within such period but in the event an appointment is made by the
Bondholders, will immediately and without further act be superseded by any Trustee so appointed by such
Bondholders. Notice of the appointment of a temporary or successor Trustee will be given in the same manner
provided above with respect to the resignation of a Trustee. Every such Trustee so appointed will be a trust
company or bank having a reported capital and surplus of not less than $50,000,000 and if there is such an
institution willing, qualified and able to accept the trust upon reasonable or customary terms.
DMS BJB 4118397v2
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APPENDIX D
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APPENDIX E
APPENDIX E
SUMMARY OF CERTAIN LEGAL DOCUMENTS RELATED
TO QUALIFIED OBLIGATION 2
The following is a summary of certain legal documents related to Qualified Obligation 2,
including summaries of certain provisions contained in the Lease (as defined in this Appendix) and the
Authority Indenture (as defined in this Appendix). The following summaries do not purport to be a
comprehensive description and are qualified in their entirety by reference to the Lease and the Authority
Indenture, respectively. During the period of this offering, copies of the entire Lease and Authority
Indenture are available without charge from H.J. Umbaugh & Associates, Certified Public Accountants,
LLP, 8365 Keystone Crossing, Suite 300, P. O. Box 40458, Indianapolis, Indiana.
E-1 Key Definitions related to Qualified Obligation 2
E-2 Summary of Certain Provisions of the Lease
E-3 Summary of Certain Provisions of the Authority Indenture
E-1-1
APPENDIX E-1
KEY DEFINITIONS RELATED TO QUALIFIED OBLIGATION 2
Unless otherwise defined in this Appendix or the context clearly indicates otherwise, the
following are definitions of certain key terms used in this Appendix. When used in this Appendix, such
key terms refer to Qualified Obligation 2 (as defined herein), which terms may also be used in the Lease
and the Authority Indenture. Any capitalized terms used in this Appendix and not otherwise defined
herein will have the meanings set forth in the Lease and the Authority Indenture. Capitalized terms used
elsewhere in the Official Statement, including other appendices hereto, shall have the meanings ascribed
thereto, which meanings may be different than the definitions of such capitalized terms used in this
Appendix.
“Additional Bonds” means Bonds, in addition to Qualified Obligation 2, issued pursuant to the
terms of the Authority Indenture.
“Affidavit of Completion” shall mean an affidavit filed with the Trustee by the Authority upon
the completion of the construction or renovation of all or a portion of the Midtown Projects financed with
the proceeds of a series of Bonds, which states that such Midtown Projects or a portion thereof, are
completed and ready for occupancy.
“Authority” means the City of Carmel Redevelopment Authority, a separate body corporate and
politic organized and existing under Indiana Code 36-7-14.5, as an instrumentality of the City.
“Authority Indenture” means the Trust Indenture, dated as of August 1, 2016, by and between the
Authority and the Trustee, authorizing and securing Qualified Obligation 2.
“Authorized Representative” means any officer of the Authority, any officer of the Commission
(including the Director of Redevelopment of the City or the Executive Director), the Mayor of the City,
the fiscal officer of the City, the City engineer or such other officer of the Authority, the Commission or
the City or such other individual as the Authority, the Commission or the City shall notify the Trustee in
writing as being an Authorized Representative under the Authority Indenture, with evidence of such
authority.
“Bond” or “Bonds” shall (unless the context shall otherwise require) mean any Bond or Bonds, or
all the Bonds, including Qualified Obligation 2 and any Additional Bonds as the case may be,
authenticated, delivered and Outstanding under the Authority Indenture.
“Bond Bank” shall mean The City of Carmel Local Public Improvement Bond Bank, a body
corporate and politic and an independent instrumentality, separate from the City in its corporate capacity
and not an agency of the City, established pursuant to Indiana Code 5-1.4, as amended, for the purpose of
exercising essential public functions.
“Bond Bank Bonds” means The City of Carmel Local Public Improvement Bond Bank Taxable
Special Program Bonds, Series 2016 (City Center II and Midtown Phase 1A Projects), dated August 4,
2016, issued in the original aggregate principal amount of $29,720,000.
“Bond Bank Indenture” means the Trust Indenture, dated as of August 1, 2016, by and between
the Bond Bank and Bond Bank Trustee, authorizing and securing the Bond Bank Bonds.
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“Bond Bank Trustee” means The Huntington National Bank, as trustee for the Bond Bank Bonds
pursuant to the terms of the Bond Bank Indenture.
“Business Day” means a day other than Saturday, Sunday, or day on which banking institutions
in the city in which the principal corporate trust office of the Trustee is located are required or authorized
by law to close or on which The New York Stock Exchange is closed.
“City” means City of Carmel, Indiana, a municipal corporation under the laws of the State of
Indiana.
“Commission” means the City of Carmel Redevelopment Commission, established under Indiana
Code 36-7-14, governing body of the Redevelopment District.
“Construction Fund” shall mean the Construction Fund established under the Authority Indenture.
“Credit Facility” means any letter of credit, revolving credit agreement, surety bond, reserve fund
surety policy, insurance policy or other similar credit or liquidity agreement or instrument.
“Credit Provider” means the issuer of any Credit Facility and its successor in such capacity and
their assigns. To qualify under the Authority Indenture, the Credit Provider providing such Credit
Facility shall be either:
(i) an insurer whose long-term debt obligations are rated (at the time of issuance of
such Credit Facility) in one of the two highest Rating Categories by the Rating Agency or Rating
Agencies then rating the Bonds or the Bond Bank Bonds; or
(ii) a bank or trust company which has an outstanding, unsecured, uninsured and
unguaranteed debt issue rated (at the time of issuance of such Credit Facility) in one of the two
highest Rating Categories by the Rating Agency or Rating Agencies then rating the Bonds or the
Bond Bank Bonds.
“Debt Service Reserve Fund” means the Debt Service Reserve Fund created and established by
the Authority Indenture.
“Fitch” means Fitch Ratings, or any successor thereof which qualifies as a Rating Agency under
the Authority Indenture.
“Government Obligations” means (i) direct obligations of the United States of America or
obligations the payment of the principal of and interest on which are unconditionally guaranteed by the
United States of America, including, but not limited to, securities evidencing ownership interests in such
obligations or in specified portions thereof (which may consist of specific portions of the principal of or
interest on such obligations) and (ii) obligations of any state of the United States of America or any
political subdivision thereof, the full payment of principal of, premium, if any, and interest on which (a)
are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an
irrevocable deposit of securities described in clause (a) and are not subject to call or redemption by the
issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given.
“Interest Payment Date” means January 15 and July 15 of each year, commencing on January 15,
2017, with respect to Qualified Obligation 2.
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“Lease” means the Lease Agreement, dated as of March 23, 2016, as amended by the Addendum
to Lease Agreement, dated as of August 4, 2016, each by and between the Authority, as lessor, and the
Commission, as lessee, as the same may be further amended from time to time hereafter.
“Leased Premises” means the premises subject to the Lease.
“Lease Rentals” means the lease rental payments payable by the Commission under the Lease.
“Lessee” shall mean the Commission, or any successor or assign, as lessee under the Lease.
“Midtown Projects” means all or any portion of (a) the design, acquisition, construction,
inspection and equipping of two multi-level parking garages located along 1st Avenue SW and a public
plaza facing the Monon Trail, all of which will be located near the intersection of 3rd Street SW and 1st
Avenue SW and are located in, or directly benefitting and serving, the Old Towne Economic
Development Area; (b) the acquisition of any land or right-of-way necessary therefor; and (c) all utility
relocation, acquisition, design, inspection, construction, demolition, renovation, remediation,
improvement, excavation, site work preparation and/or equipping projects related to the projects
described in clauses (a) and (b) and any and all costs related thereto.
“Moody’s” means Moody’s Investors Service or any successor thereof which qualifies as a
Rating Agency under the Authority Indenture.
“Operation Fund” means the Operation Fund created and established pursuant to the Authority
Indenture.
“Paying Agent” initially means The Huntington National Bank, in Indianapolis, Indiana, a
national banking association organized and existing under the laws of the United States of America, or
any successor thereto.
“Qualified Investments” means those investments in: (i) Governmental Obligations; (ii) other
investments permitted by Indiana Code 5-13, as amended from time to time; (iii) money market funds
(including any money market fund for which the Trustee or any affiliate of the Trustee provides services
for a fee) the assets of which are obligations or, or guaranteed by, the United States of America and which
funds are rated at the time of purchase “Aaa” or “Am-G” (or their equivalent) or higher by S&P; (iv)
deposits constituting an obligation of a bank, as defined by the Indiana Banking Act, Indiana Code 28-2,
as amended (including deposits offered by the Trustee and its affiliates), whose outstanding unsecured
long-term issuer is rated at the time of deposit in any of the three highest Rating Categories by any Rating
Agency, and (v) U.S. Dollar denominated deposit accounts, federal funds and banker's acceptances with
domestic banks whose short term certificates of deposit are rated on the date of the purchase in any of the
three highest rating categories by any rating agency and maturing no more than 360 days after the date of
the purchase.
“Qualified Obligation 2” or “2016D Authority Bonds” means the Authority’s Taxable Lease
Rental Bonds, Series 2016D (Midtown Phase 1A Projects), issued in the aggregate principal amount of
$10,890,000 pursuant to the Authority Indenture. Qualified Obligation 2 is also referred to as the “2016D
Bonds” under the terms of the Authority Indenture.
“Rating Agency” or “Rating Agencies” means Fitch, S&P or Moody’s, according to which of
such rating agencies then rates a Bond or any Bond Bank Bonds; and provided that, if none of such rating
agencies then rates a Bond or any Bond Bank Bonds, the term “Rating Agency” or “Rating Agencies”
shall refer to any national rating agency (if any) that provides such rating.
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“Rating Category” means one of the generic rating categories of the applicable Rating Agency,
without regard to any refinements or gradations of such generic rating category by numerical or other
modifier.
“Redemption Price” means, with respect to the Bonds outstanding under the Authority Indenture,
the price at which the Bonds are redeemable as set forth in accordance with the terms of the Authority
Indenture or any indenture supplemental thereto.
“Redevelopment District” means the City of Carmel Redevelopment District.
“Registered Owner” or “Registered Owners” or “Bondholder” or “holder of Bonds” or “owner of
Bonds” or any similar term means the registered owner of any Bond, including the Bond Bank, and any
purchaser of Bonds being held for resale, including the Bond Bank. Initially, Qualified Obligation 2 will
be registered in the name of the Bond Bank as registered owner thereof.
“Registrar” means The Huntington National Bank and its successors and assigns.
“Reserve Fund Credit Facility” means any Credit Facility issued or provided by a Credit
Provider, (i) which may be deposited in a reserve account in the Debt Service Reserve Fund in lieu of or
in partial substitution for cash or Qualified Investments to be on deposit therein, and (ii) which shall be
payable (upon the giving of notice as required thereunder) on any due date on which moneys will be
required to be withdrawn from such reserve account in which such Credit Facility is deposited and
applied to the payment of the principal of or interest on any Bonds to which such Credit Facility relates.
“Reserve Fund Reimbursement Obligation” means any obligation to reimburse the Credit
Provider of any Reserve Fund Credit Facility for any payment made under such Reserve Fund Credit
Facility or any other obligation to repay any amounts (including, but not limited to, fees or additional
interest) owing to the Credit Provider.
“Reserve Requirement” shall mean, with respect to a specific debt service reserve account created
within the Debt Service Reserve Fund for a specific Series of Bonds, an amount equal to the maximum
annual principal and interest requirement on such specific Series of Bonds.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
or any successor thereof which qualifies as a Rating Agency under the Authority Indenture.
“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any
Series of Bonds authorized by the Authority Indenture or by a Supplemental Indenture.
“Sinking Fund” means the Sinking Fund created and established pursuant to the Authority
Indenture.
“Special Tax Revenues” means the revenues derived the special benefits tax levied by the
Commission upon all taxable property in the Redevelopment District pursuant to the provisions of
Indiana Code 36-7-14-27.
“Supplemental Indenture” means an indenture supplemental to or amendatory of the Authority
Indenture, executed by the Authority and the Trustee in accordance with terms of the Authority Indenture.
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“Trust Estate” has the meaning set forth in the preambles and granting clauses of the Authority
Indenture, consisting of (i) all proceeds of all Bonds issued under the Authority Indenture and other cash
and securities now or hereafter held in the funds and accounts created and established thereunder and the
investment earnings thereon and all proceeds thereof; (ii) all rights, titles and interests of the Authority
under the Lease, which rights under the Lease are assigned to the Trustee without any further action on
the part of the Authority or the Trustee being necessary to make such assignment of lease rights fully
effective; and (iii) all other properties and moneys hereafter pledged to the Trustee by the Authority to the
extent of that pledge; provided, however, notwithstanding the foregoing, until all Affidavits of
Completion are filed with respect to the Midtown Projects, or any portion thereof, financed with the
proceeds of a particular series of Additional Bonds, the Trust Estate with respect to such series of
Additional Bonds shall consist of only (i) the proceeds of such series of Additional Bonds which are
deposited into the accounts of the Funds established at the time such series of Additional Bonds are
issued, and (ii) any other funds specifically pledged to such series of Additional Bonds in the
supplemental indenture executed and delivered at the time such series of Additional Bonds are issued.
“Trustee” means The Huntington National Bank, as trustee under the Authority Indenture, and its
successor or successors in trust.
“2016D Construction Account” shall mean the 2016D Construction Account of the Construction
Fund established under the Authority Indenture.
“2016D Debt Service Reserve Agreement” means the Debt Service Reserve Agreement, dated
August 4, 2016, between the Authority and the 2016D Reserve Fund Insurer.
“2016D Midtown Projects” shall mean the portion of the Midtown Projects to be financed with a
portion of the proceeds of Qualified Obligation 2.
“2016D Reserve Account” shall mean the 2016D Reserve Account created within the Debt
Service Reserve Fund.
“2016D Reserve Fund Credit Facility” means the Reserve Fund Credit Facility provided by the
2016D Reserve Fund Insurer for deposit into the 2016D Reserve Account to satisfy the 2016D Reserve
Requirement with respect thereto upon the commencement of the term of the Lease. The 2016D Reserve
Fund Credit Facility constitutes a Reserve Fund Credit Facility (as such term is defined and used in the
Authority Indenture) at the time of issuance thereof.
“2016D Reserve Fund Insurer” means Build America Mutual Assurance Company, a New York
mutual insurance company, or any successor thereto or assignee thereof. The 2016D Reserve Fund
Insurer constitutes a Credit Provider at the time of issuance of the 2016D Reserve Fund Credit Facility.
“2016D Reserve Requirement” shall mean an amount equal to the maximum annual principal and
interest requirements on the 2016D Bonds. At the time of issuance of Qualified Obligation 2, the 2016D
Reserve Requirement means an amount equal to $716,323.80.
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APPENDIX E-2
SUMMARY OF CERTAIN PROVISIONS OF THE LEASE
LEASE TERM AND RENTAL
Under the Lease, the Authority leases to the Commission an interest in certain real estate and
certain improvements which have been or will be constructed thereon (collectively, the “Leased
Premises”). Under the Lease, the Commission agrees to pay the Authority annual lease rental in amounts
sufficient to pay the principal of and interest on the Bonds, together with administrative expenses related
to the Bonds (the “Fixed Annual Rentals”).
At any time during the term of the Lease, the Leased Premises may be amended to add additional
property to the Leased Premises or remove any portion of the Leased Premises; provided, however,
following such amendment, the rental payable under the Lease shall be based on the value of the portion
of the Leased Premises which is available for use, and the rental payments due under the Lease shall be in
amounts sufficient to pay when due all principal of and interest on all outstanding Bonds, together with
administrative expenses related to the Bonds.
The term of the Lease will commence on the date on which the Commission begins to make lease
rental payments thereunder and will end on the day prior to a date not more than twenty-five (25) years
thereafter. However, the term of the Lease will terminate at the earlier of (a) the exercise by the
Commission of the option to purchase the Leased Premises, as described below, or (b) the payment or
defeasance of all bonds issued (i) to finance the cost of the Leased Premises, (ii) to refund all or a portion
of such bonds, (iii) to refund all or a portion of such refunding bonds, or (iv) to improve the Leased
Premises; provided that no bonds or other obligations of the Lessor issued to finance the Leased Premises
remain outstanding at the time of such payment or defeasance.
The first lease rental payment for the Leased Premises is due on the later of January 1, 2020, or
(ii) the date on which a portion of the Leased Premises are available for use by the Lessee. Thereafter, the
Fixed Annual Rentals shall be payable in advance in semi-annual installments on January 1 and July 1 of
each year. Prior to the date that the Fixed Annual Rental is materially increased due to added value to the
Leased Premises, the parties hereto shall certify the value of the portion of the Lease Premises which is
complete and ready for use and that the adjusted lease rental payments are based on the value of such
portion of the Leased Premises, which shall be endorsed in an addendum to the Lease. Such amount of
adjusted rental shall be endorsed on the Lease by the parties thereto as soon as the same can be done after
the sale of the Bonds and such endorsement shall be recorded as an addendum to the Lease. Rentals
under the Lease are to be paid by the Commission directly to the Trustee.
The Lease also provides that the Commission will pay as further rental for the Leased Premises
(i) all taxes and assessments levied against or on account of the Leased Premises and the amount
necessary to reimburse the Authority for any insurance payments made by it under the Lease, and (ii) the
amount necessary to restore the amount on deposit or credited to an account of the Debt Service Reserve
Fund to an amount equal to the applicable reserve requirement upon receiving notice from the Trustee,
pursuant to the terms of the Authority Indenture, that the amount on deposit or credited to such account of
the Debt Service Reserve Fund is less than the applicable reserve requirement.
The Commission’s lease rental payments under the Lease are payable solely from the revenues
derived from the special benefits tax levied by the Commission pursuant to Indiana Code 36-7-14-27 (the
“Special Tax Revenues”); provided, however, the Commission has reserved the right to pay the lease
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rental payments or any other amounts due under the Lease from any other revenues legally available to
the Commission, including, but not limited to, incremental property tax revenues received by the
Commission from one or more allocation areas in the Redevelopment District pursuant to Indiana Code
36-7-14-39; provided, further, that the Commission shall be under no obligation to pay any lease rental
payments or any other amounts due under the Lease from any moneys or properties of the Commission,
except the Special Tax Revenues received by the Commission.
ABATEMENT OF RENT
The Lease provides that, in the event the Leased Premises is taken under the exercise of the
power of eminent domain, so as to render it unfit, in whole or in part, for use or occupancy by the
Commission, it will then be the obligation the Authority to restore and rebuild that portion of the Leased
Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of the
Authority excepted; provided, however, that the Authority will not be obligated to expend on such
restoration or rebuilding more than the amount of the condemnation proceeds received by the Authority.
If any part of the Leased Premises is partially or totally destroyed, or is taken under the exercise
of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy by the
Commission, the rent will be abated for the period during which the Leased Premises or such part thereof
is unfit or unavailable for use or occupancy, and the abatement will be in proportion to the percentage of
the Leased Premises which is unfit or unavailable for use or occupancy.
MAINTENANCE, ALTERATION, AND REPAIR
The Commission is responsible for operation, maintenance and repair of the Leased Premises;
provided, however, the Commission may enter into agreements with one or more other parties for the
operation, maintenance, repair and alterations of all or any portion of the Leased Premises (the
“Maintenance and Use Agreements”). Such other parties may assume all responsibility for operation,
maintenance, repairs and alterations to the Leased Premises. At the end of the term of the Lease the
Commission shall deliver the Leased Premises to the Authority in as good condition as at the beginning of
the term, reasonable wear and tear only excepted.
INSURANCE
The Lessee, at its own expense, shall, during the term of the Lease, keep the Leased Premises
consisting of the parking garages insured against physical loss or damage, however caused, with such
exceptions as are ordinarily required by insurers of buildings or improvements of a similar type, with
good and responsible insurance companies approved by the Lessor. Such insurance shall be in an amount
at least equal to the greater of (i) one hundred percent (100%) of the outstanding par amount of the Bonds,
and (ii) one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a
registered architect, registered engineer or professional appraisal engineer selected by the Lessor, on the
effective date of this Lease and on or before the first day of April of each year thereafter. Such appraisal
may be based upon a recognized index of conversion factors. During the term of this Lease, the Lessee
shall also, at its own expense, maintain rent or rental value insurance in an amount equal to the full rental
value of the potion of the Leased Premises consisting of the parking garages for a period of two (2) years
against physical loss or damage of the type insured against pursuant to the requirements of the preceding
sentence.
During the full term of the Lease the Commission will, at its own expense, maintain combined
bodily injury insurance, including accidental death, and property damage insurance with respect to the
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Leased Premises in an amount not less than One Million Dollars ($1,000,000) on account of each
occurrence with one or more good and responsible insurance companies. Such public liability insurance
may be by blanket insurance policy or policies. Such policies must be for the benefit of persons having
an insurable interest in the property and must be made payable to the Authority, the Commission, and the
Trustee, and such other person or persons as the Authority may designate. If, at any time, the
Commission fails to maintain the above described insurance, the Authority may, but is not required to,
obtain such insurance and the amount paid therefor will be added to the amount of rental payable by the
Commission under the Lease. Another party may obtain such insurance policies and satisfy the
requirements of the Lease as long as the Commission, the Authority and the Trustee are named as
additional insureds under such policies.
EMINENT DOMAIN
If title to or the temporary use of the Leased Premises, or any part thereof, should be taken under
the exercise or the power of eminent domain by any governmental body or by any person, firm or
corporation acting under governmental authority, any net proceeds received from any award made in such
eminent domain proceedings will be paid to and held by the Trustee under the Authority Indenture.
Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings
granting condemnation, the Commission shall direct the Authority and Trustee in writing that such
proceeds shall be applied either to (i) restore the Leased Premises to substantially the same condition as it
existed prior to the exercise of that power of eminent domain, or (ii) acquire, by construction or
otherwise, other improvements suitable for the Commission’s operations on the Leased Premises and
which are in furtherance of the purposes of the Act (the improvements shall be deemed a part of the
Leased Premises and available for use and occupancy by the Lessee without the payment of any rent other
than as herein provided, to the same extent as if such other improvements were specifically described
herein and demised hereby). Any balance of the net proceeds of the award in such eminent domain
proceedings not required to be applied for the purposes specified in subsections (i) or (ii) above shall be
deposited in the sinking fund held by the Trustee under the Authority Indenture and applied to the
repayment of the series of Bonds secured by such Lease.
DEFAULTS
The Lease provides that, if the Commission defaults (a) in the payment of rentals or other sums
payable to the Authority under the Lease or (b) in the observance of any other covenant, agreement or
condition thereof, and such default shall continue for ninety (90) days after written notice to correct the
same, then, in any or either of such events, the Authority may proceed to protect and enforce its rights by
suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of
any covenant or agreement contained therein or for the enforcement of any other appropriate legal or
equitable remedy, or the Authority, at its option, without further notice, may terminate the estate and
interest of the Commission thereunder, and the Authority may resume possession of the Leased Premises
subject thereto. The exercise by the Authority of its right to terminate such Lease will not release the
Commission from the performance of any obligation thereof maturing prior to the Authority’s actual entry
into possession.
OPTION TO RENEW
The Authority has granted the Commission the right and option to renew the Lease for a further
like or lesser term upon the same or like conditions as therein contained, and applicable to the portion of
the premises for which the renewal applies, and the Commission may exercise such option by written
notice to the Authority, and to the other parties to any Maintenance and Use Agreements at the addresses
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set forth in the respective Maintenance and Use Agreements (if any), given upon any rental payment date
prior to the expiration of the Lease.
OPTION TO PURCHASE
The Commission has the right and option, under the Lease to purchase the Leased Premises, or
any portion thereof, on any date upon 60 days’ written notice to the Authority, at a price which is equal to
the amount required to enable the Authority to pay all indebtedness incurred on account of the Leased
Premises, or such portion thereof (including indebtedness incurred for the refunding of that indebtedness),
including accrued and unpaid interest to the first date on which bonds may be redeemed and all
premiums, if any, payable upon the redemption thereof. In no event, however, shall such purchase price
exceed the capital actually invested by the Authority represented by outstanding securities or existing
indebtedness, plus the cost of transferring property.
TRANSFER OF OWNERSHIP
The Lease provides that, in the event the Commission has not exercised its option to purchase the
Leased Premises and has not exercised its option to renew the Lease as described above, then, upon full
performance by the Commission of its obligations under the Lease the Leased Premises will become the
absolute property of the Commission, and the Authority will execute the proper instruments conveying to
the Commission, or to any entity (including the City and any other party to the Maintenance and Use
Agreements) designated by the Commission, all of the Authority’s right, title and interest to the Leased
Premises, or such portion thereof.
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APPENDIX E-3
SUMMARY OF CERTAIN PROVISIONS OF THE AUTHORITY INDENTURE
REVENUES, FUNDS AND ACCOUNTS
Creation of Funds and Accounts
The Authority creates and establishes the following Funds and Accounts to be held by the Trustee
under the Authority Indenture:
(i) Construction Fund, consisting of a 2016D Construction Account;
(ii) Sinking Fund;
(iii) Debt Service Reserve Fund, consisting of a 2016D Reserve Account; and
(iv) Operation Fund.
Deposit of Net Proceeds of Bonds, Revenues and Other Receipts.
With regard to the proceeds from the sale of Qualified Obligation 2, the Authority shall be
deemed to have received an aggregate amount equal to $10,890,000.00 (which amount represents the par
amount of Qualified Obligation 2). From the proceeds of the sale of Qualified Obligation 2, the Authority
agrees that:
(i) $243,602.20 of such amount shall be deemed to have been received by the Authority and
used for the purpose of paying the costs of issuance for Qualified Obligation 2; provided,
however, the Authority agrees that such funds will be retained by the Bond Bank and
used by the Bond Bank for the purpose of paying all or a portion of the costs of issuance
of the Bond Bank Bonds allocable to Qualified Obligation 2 (including a portion of the
underwriters’ discount with respect to the Bond Bank Bonds in the amount of
$43,560.00, and the premium for the 2016D Reserve Fund Credit Facility to be paid by
the underwriter for the Bond Bank Bonds directly to the 2016D Reserve Fund Insurer, for
and on behalf of the Authority, in the amount of $19,698.90);
(ii) $1,022,505.03 of such amount shall be deemed to have been received by the Authority
and credited to the Sinking Fund for the purpose of paying interest on the Qualified
Obligation 2 through July 15, 2019; provided, however, the Authority agrees that such
funds will be retained by the Bond Bank and deposited into the General Account created
and established under the Bond Bank Indenture, which the Bond Bank will use to pay a
portion of the interest to become due on the Bond Bank Bonds through July 15, 2019;
and
(iii) $9,623,892.77 of such amount, which represents the remainder thereof, shall be deposited
in the 2016D Construction Account of the Construction Fund.
The Trustee will deposit the net proceeds of any subsequent Series of Bonds as provided in the
Supplemental Indenture for that Series of Bonds.
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OPERATION OF FUNDS AND ACCOUNTS
2016D Construction Account. (a) The Trustee will disburse funds held in the 2016D
Construction Account to the Authority or its designee for the purpose of paying the costs of acquisition,
design, construction, inspection and/or equipping of the 2016D Midtown Projects, including, but not
limited to, the following items:
(1) Obligations incurred for labor and to contractors, builders and materialmen in
connection with the 2016D Midtown Projects;
(2) The payment of the purchase price and the cost of acquiring any real estate and
other property subject to the Lease;
(3) Interest accruing on the Bonds during the period of construction to the extent that
funds in any bond interest account of the Construction Fund or the Sinking Fund are insufficient;
(4) The cost of equipment, if any, for the 2016D Midtown Projects;
(5) The cost of all indemnity and surety bonds required by the Authority Indenture,
the fees and expenses of the Trustee, the Registrar, and any Paying Agent during construction,
and premiums on insurance during construction;
(6) Expenses and fees of architects, engineers and construction managers;
(7) Any costs and expenses incurred in connection with the issuance and sale of the
Bonds, including, without limitation, attorneys’ fees and expenses, printing costs, recording and
filing fees, fees of the Trustee, Registrar and Paying Agent, and costs of municipal bond
insurance; and
(8) All other incidental costs incurred in connection with the cost of the 2016D
Midtown Projects.
(b) The Trustee will pay the items listed under paragraph (2) above upon the written request
of an Authorized Representative, and the items described in paragraph (7) above shall be paid by the
Trustee upon presentation of invoices or other documents evidencing the amount due as is satisfactory to
the Trustee upon written request of an Authorized Representative. All other payments from the 2016D
Construction Account will be made by the Trustee upon presentation of an architect’s or engineer’s
certificate of work completed and materials furnished, approved in writing by an Authorized
Representative, or in the case of any items not subject to certification by the architect or engineer, then
upon the presentation of an affidavit executed by any Authorized Representative, or such other
individuals as are designated in writing to the Trustee by the Authority, stating the character of the
expenditure, the amount thereof, and to whom due, together with the statement of the creditor as to the
amount owing and the creditor’s taxpayer identification number (if not a corporation).
(c) The Authority will furnish to the Trustee at the time the 2016D Midtown Projects are
substantially complete and ready for occupancy except for punchlist items, and the Lease is endorsed to
that effect, an Affidavit of Completion with respect to the 2016D Midtown Projects executed by an
Authorized Representative of the Authority (or such other individuals as are designated in writing to the
Trustee by the Authority), the architect or engineer, and an Authorized Representative of the
Commission, to the effect that the 2016D Midtown Projects have been substantially completed and are
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ready for occupancy, except for punchlist items, and an affidavit executed by an Authorized
Representative of the Authority (or such other individuals as are designated in writing to the Trustee by
the Authority) to the effect that the 2016D Midtown Projects are free of all liens, encumbrances and
claims whatsoever, excepting only current taxes not in default, the Authority Indenture, the Lease and
liens or potential liens arising from disputed claims of contractors and work to be repaired as set out
therein.
(d) After the filing of such Affidavit of Completion, with respect to the 2016D Midtown
Projects, the Trustee will hold in the 2016D Construction Account one hundred fifty percent (150%) of
the amount of any disputed claims of contractors and work to be repaired, or if less, will hold the entire
balance of the 2016D Construction Account, and will transfer such remaining funds and any unobligated
balance of the 2016D Construction Account, and such other money designated by the Authorized
Representative to be retained in the 2016D Construction Account to pay for costs anticipated with the
2016D Midtown Projects to such other fund or account as directed, in writing, by an Authorized
Representative of the Authority. Any balance remaining in the 2016D Construction Account after
payment of all disputed claims and all other costs incurred in connection with the 2016D Midtown
Projects will be transferred to such other fund or account as directed, in writing by an Authorized
Representative of the Authority within ten (10) days after the last payment of such disputed claims.
(d) The Trustee will cause to be kept and maintained adequate records pertaining to the
2016D Construction Account and all disbursements therefrom. If requested by an Authorized
Representative, the Trustee will file copies of the records pertaining to the 2016D Construction Account
and all disbursements from such fund with the Authorized Representative making such request.
(e) In making disbursements from the 2016D Construction Account, the Trustee may rely
upon such invoices or other appropriate documentation supporting the payments or reimbursements
without further investigation. The Trustee will have no responsibility to see that the 2016D Construction
Account is properly applied, except as specifically provided in the Authority Indenture.
Sinking Fund. Pursuant to the Authority Indenture, interest to become due on Qualified
Obligation 2 through and including July 15, 2019, in an amount equal to $1,022,505.03, has been prepaid
by the Authority to the Bond Bank and such amount shall be credited to the Sinking Fund. The Trustee
will deposit into the Sinking Fund from each rental payment received by the Trustee pursuant to the Lease
an amount equal to the lesser of the following: (i) all of such rental payment; or (ii) an amount which
equals the sum of the principal and interest on the Bonds due on, before or within twenty (20) days after
the date such rental payment becomes due. Any amounts contained in or credited to the Sinking Fund on
a Lease rental payment date shall be credited against the rental amount then due from the Commission
under the Lease. Any portion of a rental payment remaining after such deposit will be deposited by the
Trustee in the Operation Fund created under the Authority Indenture. The Trustee will from time to time
withdraw from the Sinking Fund and will deposit in a special trust fund and make available to itself, as
Trustee, or to any Paying Agent, sufficient moneys for paying the principal of the Bonds at maturity or
upon mandatory sinking fund redemption, and to pay the interest on the Bonds as the same falls due.
2016D Reserve Account. The Trustee will deposit in the 2016D Reserve Account an amount
equal to the 2016D Reserve Requirement at the time of delivery of Qualified Obligation 2. The Trustee
will maintain the 2016D Reserve Account and disburse the funds held in the 2016D Reserve Account
solely for the payment of interest on and principal of Qualified Obligation 2, and only if moneys in the
Sinking Fund are insufficient to pay principal of and interest on Qualified Obligation 2 after making all
the transfers thereto required to be made from the Operation Fund. If moneys in the 2016D Reserve
Account are used to pay principal of or interest on Qualified Obligation 2, the depletion of the balance in
the 2016D Reserve Account will be restored from rental payments under the Lease not needed for deposit
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into the Sinking Fund as required by the Authority Indenture. If moneys in the 2016D Reserve Account
exceed the 2016D Reserve Requirement, such excess will be transferred at least semiannually to the
Sinking Fund.
Notwithstanding the foregoing, the Authority may satisfy the 2016D Reserve Requirement at any
time by purchasing a Reserve Fund Credit Facility and causing such instrument to be deposited into the
2016D Reserve Account for the benefit of the holders of Qualified Obligation 2. If such deposit causes
the 2016D Reserve Account balance to be equal to the 2016D Reserve Requirement, moneys in the
2016D Reserve Account which cause its balance to be in excess of the 2016D Reserve Requirement will
be moved in accordance with the Authority Indenture, subject to the satisfaction of any Reserve Fund
Reimbursement Obligations from such excess as provided below. If a disbursement is made pursuant to a
Reserve Fund Credit Facility, the Authority shall be obligated (but solely from the Trust Estate), within
twelve (12) months from the date on which such disbursement was made, to cure such deficiency, by (i)
reinstating the maximum limits of such Reserve Fund Credit Facility or (ii) depositing cash into the
2016D Reserve Account, or a combination of such alternatives, so that the balance of the 2016D Reserve
Account equals the 2016D Reserve Requirement. The Trustee will include in the total amount held in the
2016D Reserve Account an amount equal to the maximum principal amount which could be drawn by the
Trustee under any such Reserve Fund Credit Facility then on deposit with the Trustee. Amounts required
to be deposited in the 2016D Reserve Account will include any amount required to satisfy a Reserve Fund
Reimbursement Obligation for any Reserve Fund Credit Facility. The Trustee is authorized to move the
amounts to satisfy any Reserve Fund Reimbursement Obligation to any Credit Provider with respect to
any Reserve Fund Credit Facility.
In the event that the amount on deposit in the 2016D Reserve Account is less than the 2016D
Reserve Requirement, the Trustee will give notice to the Authority and the Commission of such
deficiency, and the Authority will cause the Commission to take all steps necessary to levy and collect the
special benefits tax in an amount necessary to provide sufficient Special Tax Revenues in order to pay the
Additional Rentals (as defined under the Lease) required to (i) restore the amount on deposit or credited
to the 2016D Reserve Account to the 2016D Reserve Requirement, and (ii) pay any Reserve Fund
Reimbursement Obligation that is due, or will become due pending the collection of the Special Tax
Revenues, and owing to any Credit Provider.
If the moneys in the 2016D Reserve Account exceed the 2016D Reserve Requirement, the
Trustee will move the cash or Qualified Investments, in excess of that needed for amount therein to be
equal to the 2016D Reserve Requirement, from the 2016D Reserve Account to the Sinking Fund, the
Operation Fund or such other fund or account, as directed by the Authority.
The Trustee will draw first on cash or Qualified Investments on deposit in the 2016D Reserve
Account and then on the Reserve Fund Credit Facility or Facilities, if any, in accordance with the terms
thereof.
Notwithstanding the foregoing, for so long as (i) the 2016D Reserve Fund Credit Facility remains
in full force and effect, and (ii) the long-term debt obligations of the 2016D Reserve Fund Insurer are
rated in one of the two highest Rating Categories by a Rating Agency then rating Qualified Obligation 2
or the Bond Bank Bonds; the prior written consent of the 2016D Reserve Fund Insurer will be a condition
precedent to the deposit of any Reserve Fund Credit Facility (other than the 2016D Reserve Fund Credit
Facility) provided in lieu of a cash deposit into the 2016D Reserve Account. Notwithstanding anything to
the contrary set forth in the Authority Indenture, amounts on deposit in the 2016D Reserve Account will
be applied solely to the payment of debt service on Qualified Obligation 2.
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Notwithstanding the foregoing, for so long as the 2016D Reserve Fund Credit Facility remains in
full force and effect, the following provisions will apply:
(1) The Authority will repay any draws under the 2016D Reserve Fund Credit
Facility and pay all related reasonable expenses incurred by the 2016D Reserve Fund Insurer. Interest
will accrue and be payable on such draws and expenses from the date of payment by the 2016D Reserve
Fund Insurer at the Late Payment Rate. “Late Payment Rate” means the lesser of: (a) the greater of: (i) the
per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank (“Chase”) at
its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”) (any change
in such Prime Rate to be effective on the date such change is announced by Chase) plus 3%; and (ii) the
then applicable highest rate of interest on Qualified Obligation 2; and (b) the maximum rate permissible
under applicable usury or similar laws limiting interest rates. The Late Payment Rate will be computed
on the basis of the actual number of days elapsed over a year of 360 days. In the event Chase ceases to
announce its Prime Rate publicly, the Prime Rate will be the publicly announced prime or base lending
rate of such bank, banking association or trust company bank as the 2016D Reserve Fund Insurer in its
sole and absolute discretion shall specify.
Repayment of draws and payment of expenses and accrued interest thereon at the Late
Payment Rate (collectively, “Policy Costs”) will commence in the first month following each draw, and
each such monthly payment will be in an amount at least equal to one-twelfth (1/12th) of the aggregate of
Policy Costs related to such draw.
Amounts in respect of Policy Costs paid to the 2016D Reserve Fund Insurer will be
credited first to interest due, then to the expenses due and then to principal due. As and to the extent that
payments are made to the 2016D Reserve Fund Insurer on account of principal due, the coverage under
the 2016D Reserve Fund Credit Facility will be increased by a like amount, subject to the terms of the
2016D Reserve Fund Credit Facility.
All cash and investments in the 2016D Reserve Account, together with all other available
amounts in any fund established and held under the Indenture and available to pay debt service on
Qualified Obligation 2, will be transferred to the Sinking Fund for payment of debt service on Qualified
Obligation 2 before any drawing may be made on the 2016D Reserve Fund Credit Facility or any other
Reserve Fund Credit Facility credited to the 2016D Reserve Account in lieu of cash.
Payment of any Policy Costs will be made prior to replenishment of any such cash
amounts, and immediately upon such payment of such Policy Costs the amount available to be drawn
under the 2016D Reserve Fund Credit Facility will be automatically reinstated to the extent of the
reimbursement of such Policy Costs, but only up to the maximum amount of the Policy Limit. Draws on
all Credit Facilities (including the 2016D Reserve Fund Credit Facility) on which there is Available
Coverage will be made on a pro rata basis (calculated by reference to the coverage then available
thereunder) after applying all available cash and investments in the 2016D Reserve Account. Payment of
Policy Costs and reimbursement of amounts with respect to other Reserve Fund Credit Facilities will be
made on a pro rata basis prior to replenishment of any cash drawn from the 2016D Reserve Account.
“Available Coverage” means the coverage then available for disbursement pursuant to the terms of the
applicable Reserve Fund Credit Facilities without regard to the legal or financial ability or willingness of
the Reserve Fund Credit Providers of such instruments to honor a claim or draw thereon or the failure of
such provider to honor any such claim or draw.
The Policy Limit shall automatically and irrevocably be reduced from time to time by the
amount of each reduction in the 2016D Reserve Requirement.
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(2) Draws under the 2016D Reserve Fund Credit Facility may only be used to make
payments on Qualified Obligation 2.
(3) If the Authority fails to pay any Policy Costs in accordance with the requirements
of clause (1) above, the 2016D Reserve Fund Insurer will be entitled to exercise any and all legal and
equitable remedies available to it, including those provided hereunder, other than: (i) acceleration of the
maturity of Qualified Obligation 2; or (ii) remedies which would adversely affect owners of Qualified
Obligation 2.
(4) The Authority Indenture will not be discharged until all Policy Costs owing to
the 2016D Reserve Fund Insurer have been paid in full. The Authority’s obligation to pay such amounts
will expressly survive payment in full of Qualified Obligation 2.
(5) The 2016D Reserve Fund Credit Facility shall expire and terminate in
accordance with the terms and provisions of the 2016D Reserve Fund Credit Facility and the 2016 Debt
Service Reserve Agreement.
(6) Any amendment, supplement, modification to, or waiver of the Authority
Indenture or any other document executed in connection with the Qualified Obligation 2 (collectively, the
“Security Documents”) that requires the consent of the Owners of the Bonds or adversely affects the
rights or interest of the 2016D Reserve Fund Insurer shall be subject to the prior written consent of the
2016D Reserve Fund Insurer.
(7) The 2016D Reserve Fund Insurer is recognized as and shall be deemed to be a
third party beneficiary of the Security Documents and may enforce the provisions of the Security
Documents as if it were a party thereto so long as enforcement of such provisions does not adversely
affect owners of Qualified Obligation 2.
(8) Policy Costs due and owing shall be included in debt service requirements for
purposes of calculation of the additional bonds test and the rate covenant, if any, in the Authority
Indenture.
(9) In order to secure the Authority’s payment obligations with respect to the Policy
Costs, there is hereby granted and perfected, in favor of the 2016D Reserve Fund Insurer, a security
interest (subordinate only to that of the owners of Qualified Obligation 2) in the Trust Estate. Policy
Costs shall be paid to the 2016D Reserve Fund Insurer immediately following the payment of principal of
and interest on Qualified Obligation 2, including following the occurrence of a default or event of default.
(10) The Trustee will ascertain the necessity for a claim upon the 2016D Reserve
Fund Credit Facility and to provide notice to the 2016D Reserve Fund Insurer in accordance with the
terms of the 2016D Reserve Fund Credit Facility at least five (5) business days prior to each date upon
which interest or principal is due on Qualified Obligation 2.
(11) The Authority agrees unconditionally that it will pay or reimburse the 2016D
Reserve Fund Insurer on demand any and all reasonable charges, fees, costs, losses, liabilities and
expenses that the 2016D Reserve Fund Insurer may pay or incur, including, but not limited to, fees and
expenses of the 2016D Reserve Fund Insurer’s agents, attorneys, accountants, consultants, appraisers and
auditors and reasonable costs of investigations, in connection with the administration (including waivers
and consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in respect
of the Authority Indenture or any other Security Document (the “Administrative Expenses”). For purposes
of the foregoing, costs and expenses shall include a reasonable allocation of compensation and overhead
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attributable to the time of employees of the 2016D Reserve Fund Insurer spent in connection with the
actions described in the preceding sentence. The Authority agrees that failure to pay any Administrative
Expenses on a timely basis will result in the accrual of interest on the unpaid amount at the Late Payment
Rate, compounded semi-annually, from the date that payment is first due to the 2016D Reserve Fund
Insurer until the date the 2016D Reserve Fund Insurer is paid in full.
(12) Payments made by the 2016D Reserve Fund Insurer under the 2016D Reserve
Fund Credit Facility with respect to claims for interest on or principal of the 2016D Bonds shall not
discharge the obligation of the Authority with respect to such 2016D Bonds, and the 2016D Reserve Fund
Insurer shall become the owner of such unpaid 2016D Bonds and claims for the interest thereon. The
Authority and the Trustee recognize and agree that to the extent the 2016D Reserve Fund Insurer makes
payments directly or indirectly (e.g., by paying through the Trustee), on account of principal of or interest
on the 2016D Bonds, the 2016D Reserve Fund Insurer will be subrogated to the rights of such holders to
receive the amount of such principal and interest from the Authority, with interest thereon.
Operation Fund. The Operation Fund will be used only to pay necessary and incidental
expenses of the Authority (e.g. Trustee’s fees, required audits, attorney’s fees, appraisals, meetings, and
reports), the payment of principal of and interest on the Bonds upon redemption or the purchase price of
Bonds purchased, and if the amount in the Sinking Fund at any time is less than the required amount, the
Trustee will transfer funds from the Operation Fund to the Sinking Fund in an amount sufficient to raise
the amount in the Sinking Fund to the required amount. Incidental expenses will be paid by the Trustee
upon the presentation of an affidavit executed by any two Authorized Representatives of the Authority
stating the character of the expenditure, the amount thereof and to whom due, together with the statement
of the creditor as to the amount owing, except for the payment of Trustee’s fees which require no affidavit
from the Authority.
Notwithstanding anything in the Authority Indenture to the contrary, upon receipt by the Trustee
of a Request for Release of Funds (as defined below), the Trustee will as soon thereafter as practical
release to the Authority funds in the Operation Fund in accordance with such Request. For these
purposes, a “Request for Release of Funds” means a written request made by the Authority which (i) is
signed by two Authorized Representatives of the Authority, (ii) sets forth the amount requested to be
released from the Operation Fund to the Authority, and (iii) includes a statement, accompanied by
supporting schedules prepared by an accountant or firm of accountants which verify the statement, that
the balance to be held in the Operation Fund immediately after such amount is released to the Authority
are expected to be sufficient to meet the known and anticipated payments and transfers to be satisfied
from the Operation Fund in the succeeding eighteen (18) months. The supporting schedules must identify
with particularity the anticipated sources and applications of funds. The statement and supporting
schedules required by clause (iii) above must not include anticipated investment earnings based on
assumptions about reinvestment rates, but may include known investment earnings scheduled to be
received on then current investments, and must include any known or anticipated gain or loss from the
disposition of investments. Notwithstanding the foregoing provisions of this paragraph, the Trustee will
not so release funds from the Operation Fund to the Authority during any time that there exists an uncured
or unwaived event of default under the Authority Indenture, or an event which with notice or lapse of
time or both would become such an event of default, or if the Trustee determines that the information set
forth in the Request for Release of Funds (including the supporting schedules) is not reasonably
consistent with the books and records of the Trustee or is otherwise not accurate or appropriate.
Investment of Funds. All funds will be invested by the Trustee in any one or more Qualified
Investments (as defined in this appendix to the Official Statement). All funds will be invested by the
Trustee as directed by the Authority in writing in such Qualified Investments. During construction, all
investment earnings on all funds shall be deposited in the applicable account of the Construction Fund to
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which the proceeds of such series of Bonds were deposited. After the filing of the Affidavit of
Completion with respect to the Midtown Projects financed by such series of Bonds, the Trustee will
allocate and deposit interest earnings to the fund or account to which the earnings are allocable, except as
otherwise provided in the Authority Indenture. Funds invested for the Sinking Fund will mature prior to
the time the funds invested will be needed for payment of principal of and interest on the Bonds. The
Trustee is authorized to sell any securities so acquired from time to time in order to make required
payments from a particular fund or account. The Trustee will not be liable for any losses occurring as a
result of any such sale.
Redemption of Bonds. Whenever the amounts contained in the Sinking Fund and Operation
Fund are sufficient, together with any other funds deposited with the Trustee by the Authority to redeem,
upon the next redemption date, all Bonds then outstanding, the Trustee will, upon written direction of the
Authority, apply the amounts in such funds to the redemption of the Bonds pursuant to the terms and
conditions of the Authority Indenture.
Purchase of Bonds. At the request of the Authority, the Trustee may remove funds from the
Operation Fund to be used for the redemption of Bonds, or for the purchase of Bonds.
REDEMPTION OF BONDS
The Authority has the right, at its option, to redeem, according to the procedures provided under
the Authority Indenture, the bonds of Qualified Obligation 2 maturing on or after January 15, 2027, in
whole or in part, in any order of maturity or maturities selected by the Authority and by lot within any
maturity, on any date not earlier than July 15, 2026, at face value, plus interest accrued to the date fixed
for redemption and without premium.
ADDITIONAL BONDS
Subject to the terms and limitations of the Authority Indenture, Additional Bonds (as defined in
this appendix of the Official Statement) may be issued on a parity with Qualified Obligation 2 and any
other Bonds then Outstanding in order to finance or refinance the acquisition or construction of any
portion of the Midtown Projects or to refund any of the Bonds. The principal of and interest on any
Additional Bonds shall be payable on January 15 and July 15 of each year, beginning on the date
specified in the Supplemental Indenture authorizing the same. Any Additional Bonds shall be secured by
a debt service reserve account created within the Debt Service Reserve Fund and established by the
Supplemental Indenture authorizing the same.
Additional Bonds shall be limited to amounts which can be repaid, along with any other Bonds
then outstanding, from the lease rental payments under the Lease, or a new lease agreement between the
Authority and the Commission. The lease rental payments under the Lease, or such new lease agreement,
are limited as stated therein.
Upon the execution and delivery of an appropriate supplement to the Authority Indenture, the
Authority will execute and deliver to the Trustee and the Trustee will authenticate such Additional Bonds
and deliver them as may be directed by the Authority. Prior to the delivery of any Additional Bonds,
there must be filed with the Trustee:
(1) a copy, certified by the Secretary-Treasurer of the Authority, of an amendment or
addendum to the Lease, or such new lease agreement between the Authority and the
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Commission, which requires the Commission to pay to the Authority fixed annual rentals
in an amount sufficient to pay the principal of and interest on such Additional Bonds;
(2) an executed counterpart of such Supplemental Indenture, adding to the Trust Estate all
rights, titles and interests of the Authority under such amendment or addendum to the
Lease or such new lease agreement;
(3) a report or a certificate prepared by an independent certified public account or an
independent financial advisor selected by the Authority supported by appropriate
calculations, stating that the Additional Bonds can be amortized, along with any other
Bonds that are then outstanding under the Authority Indenture, from lease rental
payments pursuant to the Lease, as supplemented or amended, or from any such new
lease agreement;
(4) a copy, certified by the secretary-treasurer of the Authority, of the resolution, adopted by
the Board of Directors of the Authority, authorizing the execution and delivery of such
supplemental indenture and such Additional Bonds;
(5) a request and authorization to the Trustee by an officer of the Authority to authenticate
and deliver such Additional Bonds to the purchasers therein identified upon payment to
the Trustee of the purchase price thereof plus accrued interest thereon to the date of
delivery, as specified in such request and authorization; and
(6) evidence that the amount on deposit in the debt service reserve accounts of the Debt
Service Reserve Fund will be not less than the respective reserve requirements for such
debt service reserve accounts in effect upon the delivery of such Additional Bonds.
Notwithstanding anything in the Authority Indenture to the contrary, until all Affidavits of
Completion are filed with respect to the Midtown Projects, or any portion thereof, financed with the
proceeds of a particular series of Additional Bonds, the Trust Estate with respect to such series of
Additional Bonds shall consist of only (i) the proceeds of such series of Additional Bonds which are
deposited into the accounts of the Funds established at the time such series of Additional Bonds are
issued, and (ii) any other funds specifically pledged to such series of Additional Bonds in the
supplemental indenture executed and delivered at the time such series of Additional Bonds are issued.
COVENANTS OF AUTHORITY
In the Authority Indenture, the Authority makes certain covenants to the Trustee for the benefit of
Registered Owners of the Bonds, including the following.
Observance of Provisions Contained in and Payment of Bonds. The Authority covenants and
agrees that it will faithfully observe any and all covenants, undertakings, stipulations and provisions
contained in the Authority Indenture and each and every Bond, and will duly and punctually pay or cause
to be paid the principal of said Bonds and the interest thereon, at the times and places, and in the manner,
mentioned in the Bonds; provided however, that the obligations of the Authority under the Authority
Indenture and the Bonds are special and limited obligations of the Authority, payable solely from and
secured exclusively by the Trust Estate.
Payment of Taxes on Leased Premises; Payment of Taxes by Trustee. The Authority
covenants that by the Lease it has required the Commission to pay the amount of all taxes and
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assessments levied against the Leased Premises or the receipt of rental payments under the Lease. If the
Commission should at any time fail to pay any tax, assessment or other charge for which it is responsible
under the Lease the Trustee may, without obligation to inquire into the validity thereof, pay such tax,
assessment, or other charge, but without prejudice to the rights of the Trustee arising under the Authority
Indenture in consequence of such default, and the amount of every payment so made at any time by the
Trustee, with interest thereon at the highest rate of interest of any of the Bonds when sold, whether or not
then outstanding, from the date of payment, will constitute an additional indebtedness of the Authority
secured by the lien of the Authority Indenture, prior or paramount to the lien hereunder of any of the
Bonds and the interest thereon.
Corporate Existence; Compliance with Laws. The Authority covenants that it will maintain its
existence; that it will not do or suffer to be done anything whereby its existence or its right to hold the
Leased Premises might in any way be questioned. The Authority also covenants that it will faithfully
observe and comply with the terms of all applicable laws and ordinances of the State of Indiana and any
political or municipal subdivision thereof, relative to the Leased Premises.
Books of Record and Account. The Authority covenants that proper books of record and
account will be kept in which full, true and correct entries will be made of all dealings or transactions of
or in relation to the properties, business and affairs of the Authority. The Authority will: (i) at least
annually, furnish to the Trustee statements in reasonable detail showing the earnings, expenses and
financial condition of the Authority; (ii) from time to time furnish the Trustee such information as to the
property of the Authority as the Trustee reasonably requests; and (iii) on or before the expiration of ninety
(90) days after the end of each calendar year, file with the Trustee a certificate stating that all taxes then
due on the Leased Premises have been duly paid (unless the Authority, in good faith, contests any of said
taxes, in which event the facts concerning such contest must be set forth), that all insurance premiums
required by the terms of the Authority Indenture to be paid by the Authority have been duly paid, and that
the Authority is in existence under Indiana law. All books, documents and vouchers relating to the
properties, business and affairs of the Authority will at all times be open to the inspection of such
accountants or other agents as the Trustee may from time to time designate.
Maintenance of Leased Premises. The Authority covenants that it will maintain the Leased
Premises or caused the Leased Premises to be maintained in good working conditions for the uses for
which the Leased Premises are intended, and will not dispose of the Leased Premises except as permitted
by the Authority Indenture and the Lease.
Incurring Indebtedness. The Authority covenants that it will not incur any indebtedness, other
than Qualified Obligation 2, except (i) indebtedness permitted by the Authority Indenture, or (ii)
indebtedness payable from income of the Authority derived from some source other than the rental
payments under the Lease pledged under the Authority Indenture, as long as any Bonds are Outstanding
thereunder.
Use of Proceeds of Qualified Obligation 2. The Authority covenants that the proceeds of
Qualified Obligation 2 held in the 2016D Construction Account of the Construction Fund shall be used
for the following purposes:
(First) The payment of the costs of issuing Qualified Obligation 2 and the cost of
acquisition or construction of the Leased Premises. The costs of construction shall include but
not be limited to the items set forth in the Authority Indenture.
(Second) After substantial completion of the 2016D Midtown Projects, any balance in
excess of (i) one hundred fifty percent (150%) of the amount of any disputed claims of
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contractors and work to be repaired, and (ii) such other amount designated by the Authorized
Representative to be retained in the 2016D Construction Account to pay for costs anticipated with
the 2016D Midtown Projects, shall be transferred to the Sinking Fund or another fund or account,
as directed in writing by the Authorized Representative of the Authority, for any one or more of
the following purposes upon written request of the Authorized Representative of the Commission:
(a) For the purchase of equipment for the Midtown Projects, if any;
(b) For the improvement of the Midtown Projects or for the improvement of
any real estate which is subject to the Lease; or
(c) For additional local public improvements and economic development
projects to the extent permitted by Indiana law.
(Third) Any balance remaining after payment of all after payment of all disputed claims
and all other costs in connection with the 2016D Midtown Projects, shall be transferred to such
other fund or account as directed, in writing, by an Authorized Representative within ten (10)
days after the last payment of such obligations.
Valid Lease; No Impairment. (a) The Authority covenants that the Lease is valid and binding
on the Authority, and that a full, true and correct copy of the Lease is on file with the Trustee. The
Authority further covenants that, upon the receipt by the Trustee of the proceeds of Qualified Obligation
2, it will forthwith proceed to acquire or construct the Leased Premises in accordance with the plans and
specifications therefor, and will complete such construction of the 2016D Midtown Projects with all
expedition practicable in accordance with such plans and specifications, together with such changes
therein as may be authorized by the Authority pursuant to the Authority Indenture. The Authority further
covenants that it will not authorize, approve or permit any changes to be made in such plans and
specifications unless all of the following conditions exist:
(1) The proposed changes in the plans and specifications are approved in writing by
the Commission, as lessee;
(2) The proposed changes in the plans and specifications will not alter the character
of the Leased Premises nor reduce the value thereof; and
(3) The proposed changes in the plans and specifications will not result in an
increase in the cost of the Leased Premises exceeding the amount of the uncommitted funds of the
Authority on hand which are not required for the completion of the Leased Premises in
accordance with the plans and specifications, interest on the Bonds during the construction period
and the payment of the incidental expenses incurred in connection with the Leased Premises.
(b) Prior to the completion of the Leased Premises, performance of additional construction
work or the purchase of equipment not specified in the Lease or incorporated therein by reference to the
plans and specifications shall be deemed a change or modification in the plans and specifications subject
to the requirements in the Authority Indenture.
(c) Except for changes made in the plans and specifications pursuant to the Authority
Indenture, the Authority covenants that it will not agree to any modification of the terms of the Lease
which would substantially impair or reduce the security of the owners of the Bonds or agree to a reduction
of the lease rental or other payments provided for therein other than in connection with a partial or total
refunding of any of the Bonds, except upon compliance with the provisions of the Authority Indenture
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regarding consent of a majority of bondholders. The Authority further covenants that any modification
permitted by the Authority Indenture will be made only after a copy thereof has been filed with the
Trustee.
Pursuit of Remedies upon Default. The Authority covenants that, upon any default in the
payment of lease rental or other amounts as provided in the Lease it will file a suit to mandate the
appropriation of sufficient funds from the sources provided in the Lease and pursue any other remedy
permitted by law and necessary to collect and enforce the payment of such rentals.
INSURANCE
Insurance During Construction. The Authority covenants that during the construction of the
Midtown Projects, it will carry or will cause other persons to carry for its benefit the following kinds of
insurance:
(a) Builder’s risk insurance in the cumulative amount of one hundred percent (100%) of the
insurable value of the portion of the Leased Premises consisting of the parking garage(s) against physical
loss or damage thereto, however caused, with such exceptions as are ordinarily required by insurers of
buildings or structures of a similar type. Such insurance shall be carried in completed value form.
(b) Bodily injury and property damage insurance naming the Authority, the Commission, and
the Trustee as insured against claims for damages for bodily injury, including accidental death, as well as
claims for property damages which may arise from such construction. Such insurance shall be carried for
not less than the following limits of liability for the policies indicated:
(i) Combined bodily injury insurance, including accidental death, and property
damage insurance in an amount not less than One Million Dollars ($1,000,000) on account of
one occurrence; or, in the alternative,
(ii) Bodily injury insurance in an amount not less than One Million Dollars
($1,000,000) for injuries, including accidental death, to any one (1) person, an in any amount not
less than One Million Dollars ($1,000,000) on account of one (1) accident; and
(iii) Property damage insurance in an amount not less than Five Hundred Thousand
Dollars ($500,000) on account of any one (1) accident and in an amount not less than Five
Hundred Thousand ($500,000) in the aggregate during each policy period, each of which shall not
be longer than one (1) year.
The Authority further covenants that all contracts for the Midtown Projects will or do require the
contractor to carry such insurance as will protect the contractor from liability under Indiana Worker’s
Compensation and Worker’s Occupations Diseases Acts.
Insurance After Completion. The Authority covenants that by the Lease it has required the
Commission to carry, at the Commission’s expense:
(a) Insurance on the portion of the Leased Premises consisting of the parking garage(s)
against physical loss or damage thereto, however caused, with such exceptions as are ordinarily required
by insurers of buildings or improvements of a similar type, which insurance shall be in an amount at least
equal to the greater of (i) one hundred percent (100%) of the outstanding par amount of the Bonds, and
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(ii) one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a
registered architect, registered engineer or professional appraisal engineer in accordance with the Lease;
(b) Rent or rental value insurance in an amount equal to the full rental value of the portion of
the Leased Premises consisting of the parking garage(s) for a period of two (2) years against physical loss
or damage of the type insured against under the preceding paragraph; and
(c) Combined bodily injury insurance, including accidental death, and property damage with
reference to the Leased Premises, in an amount not less than One Million Dollars ($1,000,000) on account
of each occurrence.
Beneficiaries of Insurance. The insurance policies required by the Authority Indenture, as
described above, will be for the benefit of, as their interests appear, the Trustee, the Authority, the
Commission and other persons having an insurable interest in the insured property. Any proceeds under
the policies relative to the property subject to the Lease will be payable to the Trustee, and the Trustee is
authorized to demand, collect and receipt for and recover any and all insurance moneys which may
become due and payable under any of said policies of insurance and to prosecute all necessary actions in
the courts to recover any such insurance moneys.
Evidence of Insurance. Such insurance policies or a certificate of insurance will be maintained
by good and responsible commercial insurance companies, and shall be countersigned by an agent of the
insurer who is a resident of the State of Indiana. The public liability insurance required by the Authority
Indenture may be by blanket insurance policy or policies, upon the prior consent of the 2016D Reserve
Fund Insurer. A copy of such policies or certificate of insurance will be deposited with the Trustee. The
Authority or the Commission will furnish to the Trustee or an original purchaser of the Bonds issued
thereunder a copy of each policy or certificate of insurance deposited with the Trustee, and, on or before
May 1 of each year, the Authority or the Commission will furnish to the Trustee or an original purchaser
of the Bonds issued thereunder, whichever is applicable, a schedule of all such policies which were in
force on the first day of such year. Such schedule will contain the names of the insurers, the amounts of
each policy or each certificate of insurance, the character of the risk insured.
Insurance by Trustee. If the Authority or the Commission at any time refuses, the Trustee may,
in its discretion, procure such insurance policies as are commercially available, and all moneys paid by
the Trustee for such insurance, together with interest thereon at the Trustee’s prime rate of interest plus
2%, will be repaid by the Authority upon demand, and will constitute an additional indebtedness of the
Authority secured by the lien of the Authority Indenture, prior and paramount to the lien thereunder of
said Bonds and interest thereon. The Trustee, however, will not be obligated to effect such insurance
unless fully indemnified against the expense thereof and furnished with means therefore.
DAMAGE OR CONDEMNATION OF LEASED PREMISES
Subject to the terms of the Lease, in the event all or part of the Leased Premises is taken by
exercise of eminent domain or is damaged or destroyed, the proceeds of such condemnation award or
insurance proceeds (other than rental value insurance received by the Trustee which represents lease
rental payments under the Lease) received by the Authority or the Trustee shall be applied to the repair,
replacement or reconstruction of the damaged, destroyed or condemned property by the Authority. Such
proceeds shall be held and disbursed by the Trustee in the manner and upon the showings provided for in
a Supplemental Indenture to be entered into by the Authority and the Trustee for such purpose, except that
the Trustee may release such proceeds, or a part thereof, upon a showing satisfactory to the Trustee that
repairs, replacements or reconstructions have been made and paid for. In the event the Authority does not
commence to repair, replace or reconstruct the Leased Premises so condemned, damaged or destroyed
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within ninety (90) days after any such condemnation, damage or destruction, or the Authority, having
commenced such repair, replacement or reconstruction, abandons or fails diligently to prosecute the same,
the Trustee may, in its discretion, make or complete such repairs, replacements or reconstructions, and if
it shall elect to do so, may enter upon said premises to any extent necessary for the accomplishment of
such purposes, provided, nothing contained herein shall obligate the Trustee to make or complete any
such repairs, replacements or reconstructions, and provided further, the Trustee may not make or
complete such repairs, replacements or reconstructions if the Authority has instructed the Trustee not to
undertake such work because the cost thereof exceeds the amount of condemnation or insurance proceeds
available therefor.
In case the Authority neglects, fails or refuses to proceed forthwith in good faith with the repair,
replacement or reconstruction of the Leased Premises which has been damaged, destroyed or condemned,
and such negligence, failure or refusal continues for one hundred twenty (120) days, the Trustee, upon
receipt of the condemnation award or insurance proceeds (other than rental value insurance received by
the Trustee which represents lease rental payments under the Lease), shall (unless the Trustee proceeds to
make the repairs, replacements or reconstructions of the condemned, damaged or destroyed property as
above provided) apply such proceeds in the following manner: (i) if the proceeds are sufficient to redeem
all of the then outstanding Bonds and such Bonds are then subject to redemption, the Trustee shall apply
the proceeds to the redemption of such Bonds at the earliest possible redemption date, without premium
or penalty, in the manner provided the Authority Indenture and with the same force and effect as if such
redemption had been made at the option of the Authority; (ii) if the proceeds are not sufficient to redeem
all of the then outstanding Bonds and such Bonds are then subject to redemption, the Trustee shall apply
the proceeds to the partial redemption of outstanding Bonds at the earliest possible redemption date,
without premium or penalty, in the manner provided in the Authority Indenture and with the same force
and effect as if such redemption had been made at the option of the Authority; and (iii) if such Bonds are
not then subject to redemption, the Trustee shall apply the proceeds to the redemption of outstanding
Bonds, in whole or in part, at the earliest possible redemption date, without premium or penalty, in the
manner provided in the Authority Indenture and with the same force and effect as if such redemption had
been made at the option of the Authority. See “Events of Default and Remedies--Application of Moneys”
in this appendix to the Official Statement.
Notwithstanding the foregoing, if, at any time, the Leased Premises are totally or substantially
damaged, destroyed or condemned and the amount of insurance proceeds or condemnation money
received on account thereof by the Trustee is sufficient to redeem all of the then outstanding Bonds
hereunder and such Bonds are then subject to redemption, the Authority, with the written approval of the
Commission, shall direct the Trustee to use said moneys for the purpose of calling for redemption all of
the Bonds issued and then outstanding under the Authority Indenture at the then current redemption price.
EVENTS OF DEFAULT AND REMEDIES
Events of Default. Each of the following events is defined as and declared to be an “event of
default” under the Authority Indenture:
(i) Default in the payment on the due date of the interest on any Bonds;
(ii) Default in the payment on the due date of the principal of, or premium on, any Bond,
whether at the stated maturity thereof, or upon proceedings for the redemption thereof;
(iii) Default in the performance or observance of any other of the covenants or agreements of
the Authority in the Authority Indenture or the Bonds, and the continuance thereof for a
period of sixty (60) days after written notice thereof to the Authority by the Trustee;
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(iv) The Authority: (a) admits in writing its inability to pay its debts generally as they
become due; (b) files a petition in bankruptcy; (c) makes an assignment for the benefit of
its creditors; or (d) consents to or fails to contest the appointment of a receiver or trustee
for itself or of the whole or any substantial part of the Leased Premises or the lease
rentals due under the Lease;
(v) (a) The Authority is adjudged insolvent by a court of competent jurisdiction; (b) the
Authority, on a petition in bankruptcy filed against the Authority, is adjudged a bankrupt;
or (c) an order, judgment or decree is entered by any court of competent jurisdiction
appointing, without the consent of the Authority, a receiver or trustee of the Authority or
of the whole or any substantial part of the Leased Premises or the lease rentals due under
the Lease and any of the aforesaid adjudications, orders, judgments or decrees is not
vacated or set aside or stayed within sixty (60) days from the date of entry thereof;
(vi) Any judgment is recovered against the Authority or any attachment or other court process
issues that becomes or creates a lien upon any of its property, and such judgment,
attachment or court process is not discharged or effectually secured within sixty (60)
days;
(vii) The Authority files a petition under the provisions of the United States Bankruptcy Code,
or files answer seeking the relief provided in said Bankruptcy Code;
(viii) A court of competent jurisdiction enters an order, judgment or decree approving a
petition filed against the Authority under the provisions of said Bankruptcy Code, and
such judgment, order or decree is not vacated or set aside or stayed within one hundred
twenty (120) days from the date of the entry thereof;
(ix) Under the provisions of any other law now or hereafter existing for the relief or aid of
debtors, any court of competent jurisdiction assumes custody or control of the Authority
or of the whole or any substantial part of the Leased Premises, or the lease rentals due
under the Lease and such custody or control is not terminated within one hundred twenty
(120) days from the date of assumption of such custody or control;
(x) Failure of the Authority to bring suit to mandate the Commission to pay lease rentals
provided in the Lease or such other action to enforce the Lease as is reasonably requested
by the Trustee, if such rental is more than sixty (60) days in default; or
(xi) The lease rental provided for in the Lease is not paid within ten (10) days after it is due.
Remedies. If default occurs with respect to the payment of principal or interest due under the
Authority Indenture, interest shall be payable on overdue principal and overdue interest at the rate of
interest set forth in each Bond.
In case of the happening and continuance of any event of default, the Trustee may, and shall upon
the written request of the Registered Owners of at least 25% in principal amount of the Bonds then
outstanding and upon being indemnified to its reasonable satisfaction, proceed to protect and enforce its
rights and the rights of the Registered Owners of the Bonds by suit in equity or at law or in any court of
competent jurisdiction, whether for specific performance of any covenant or agreement contained in the
Authority Indenture or in aid of any power granted in the Authority Indenture, or for the enforcement of
any other appropriate legal or equitable remedy.
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In the case of the happening of an event of default and the filing of judicial proceedings to
enforce the rights of the Trustee or the Registered Owners of the Bonds, the Trustee may appoint a
receiver for the lease rentals under the Lease pending the completion of such proceedings.
Application of Moneys. Any moneys received by the Trustee or any receiver or Bondholder
pursuant to any right or action under the Authority Indenture, together with any other amounts of cash
which may then be held by the Trustee as a part of the Trust Estate, shall be applied as follows:
(i) to the payment of all costs and expenses of any suit or suits to enforce the rights of the
Trustee or the Registered Owners of the Bonds;
(ii) to the payment of all other expenses of the trust created by the Authority Indenture, with
interest thereon at the highest rate of interest on any of the Bonds when sold, whether or
not then outstanding;
(iii) to the payment of all the principal and accumulated and unpaid interest on the Bonds then
outstanding in full, if said proceeds are sufficient, but if not sufficient, then to the
payment thereof ratably without preference or priority of any one Bond over any other or
of interest over principal, or of principal over interest, or of any installment of interest
over any other installment of interest; and
(iv) to the payment of any amounts due and owing to any Credit Provider pursuant to the
terms of any Credit Facility, and, if the amount available shall not be sufficient to pay in
full all amounts owing to all Credit Providers, then to such payment ratably, according to
the aggregate amount due under all Credit Facilities on such date, to each Credit Provider
entitled thereto without any discrimination or privilege; and
(v) any surplus thereof remaining, to the Authority, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same.
Limitation of Rights. No Registered Owner or owners of any Bond have the right to institute
any proceeding in law or equity for the enforcement of the Authority Indenture, or for the appointment of
a receiver, or for any other remedy under the Authority Indenture, without first giving notice in writing to
the Trustee of the occurrence and continuance of an event of default as aforesaid, and unless the
Registered Owners of at least 25% in principal amount of the then outstanding Bonds have made written
request to the Trustee and have offered it reasonable opportunity either to proceed to exercise the powers
granted under the Authority Indenture or to institute such action, suit or proceeding in its own name, and
without also having offered to the Trustee adequate security and indemnity against the cost, expenses and
liabilities to be incurred by the Trustee therein or thereby; and such notice, request and offer of indemnity
may be required by the Trustee as conditions precedent to the execution of the powers and trusts of the
Authority Indenture or to the institution of any suit, action or proceeding at law or in equity for the
enforcement thereof, for the appointment of a receiver, or for any other remedy under the Authority
Indenture, or otherwise, in case of any such default as aforesaid. No one or more Registered Owners of
the Bonds has any right in any manner whatsoever to affect, disturb or prejudice the lien of the Authority
Indenture by his or their action or to enforce any right thereunder except in the manner therein provided,
and all proceedings at law or in equity must be instituted, had and maintained in the manner therein
provided, and for the equal benefit of all Registered Owners of outstanding Bonds. However, the right of
any Registered Owner of any Bond to receive payment of the principal of and interest on such Bond on or
after the respective due dates therein expressed, or to institute suit for the recovery of any such payment
on or after such respective dates, will not be impaired or affected without the consent of such Registered
Owner.
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No recourse under or upon any obligation, covenant or agreement contained in the Authority
Indenture or in any Bond, or because of the creation of any indebtedness thereby secured, may be had
against any officer, member, employee or agent, past, present or future, of the Authority, either directly or
through the Authority, by the enforcement of any assessment or by any legal or equitable proceeding or
by virtue of any statute or otherwise.
SUPPLEMENTAL INDENTURES
The Authority and the Trustee may, without the consent of the Registered Owners of the Bonds
then outstanding, from time to time and at any time, enter into such Supplemental Indentures:
(i) To cure any ambiguity or formal defect or omission in the Authority Indenture, or in any
supplemental indenture, which does not adversely affect the rights of the Registered
Owners of any Bonds; or
(ii) To grant to or confer upon the Trustee, for the benefit of the Registered Owners, any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the Registered Owners of any Bonds or the Trustee; or
(iii) To subject to the lien and pledge of the Authority Indenture additional revenues,
properties or collateral; or
(iv) To modify, amend or supplement the Authority Indenture or any indenture supplemental
thereto in such manner as to permit the qualification under the Trust Indenture Act of
1939 or any similar federal statute hereafter in effect or 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, and, if they so determine, to add to the Authority
Indenture or any indenture supplemental hereto such other terms, conditions and
provisions as may be permitted by the Trust Indenture Act of 1939 or similar federal
statute; or
(v) To evidence the appointment of a separate or co-trustee or the succession of a new
Trustee hereunder or the succession of a new registrar and/or paying agent; or
(vi) To provide for the issuance of Additional Bonds as provided in the Authority Indenture;
or
(vii) For any other purpose which, in the judgment of the Authority and the Trustee does not
materially and adversely affect the interests of Bondholders.
In addition, the Registered Owners of not less than a majority in aggregate principal amount of
the Bonds then outstanding have the right from time to time to consent to and approve the execution by
the Authority and the Trustee of such other supplemental indentures as are deemed necessary or desirable
by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in the Authority Indenture or in any supplemental
indenture; provided, however, that such supplemental indenture does not affect:
(i) An extension of the maturity of the principal or interest on any Bond, without consent of
the holder of each Bond so affected; or
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(ii) A reduction in the principal amount of any Bond or the rate of interest thereon, without
consent of the holder of each Bond so affected; or
(iii) The creation of a lien upon the Trust Estate ranking prior to or on a parity with the lien
created by the Authority Indenture, without consent of the holders of all of the Bonds
then outstanding; or
(iv) A preference or priority of any Bond or Bonds over any other Bond or Bonds, without
consent of the holders of all of the Bonds then outstanding; or
(v) A reduction in the aggregate principal amount of the Bonds required for consent to such
supplemental indenture, without consent of the holders of all of the Bonds then
outstanding.
Notwithstanding the foregoing, the rights and obligations of the Authority and of the Registered
Owners of the Bonds, and the terms and provisions of the Bonds and the Authority Indenture, or any
supplemental indenture, may be modified or altered in any respect with the consent of the Authority, and
the consent of the Registered Owners of all the Bonds then outstanding.
DEFEASANCE
If, when the Bonds or any portion thereof have become due and payable in accordance with their
terms or have been duly called for redemption or irrevocable instructions to call such Bonds for
redemption have been given by the Authority to the Trustee, the whole amount of the principal and the
interest and the premium, if any, so due and payable upon all of such Bonds then outstanding is paid, or
(i) cash, or (ii) Government Obligations, which are noncallable by the issuer thereof, the principal of and
the interest on which when due without reinvestment will provide sufficient money, are held by the
Trustee (or any paying agent) for such purpose under the provisions of the Authority Indenture, and
provision is also made for paying all Trustee’s and paying agents’ fees and expenses and other sums
payable under the Authority Indenture by the Authority, then and in that case such Bonds shall no longer
be deemed to be outstanding under the Authority Indenture, and in the event the foregoing applies to all
Bonds, the right, title and interest of the Trustee will thereupon cease, determine and become void. Upon
any such termination of the Trustee’s title, on demand of the Authority, the Trustee will release the
Authority Indenture and execute such documents to evidence such release as may be reasonably required
by the Authority, and will turn over to the Authority or to such officer, board or body as may then entitled
by law to receive the same any surplus in the Sinking Fund and in the Operation Fund created by the
Authority Indenture and all balances remaining in any other fund or accounts other than moneys and
obligations held for the redemption or payment of Bonds. In the event money and/or Government
Obligations are deposited with and held by the Trustee (or any paying agent) as provided above, in
addition to the requirements set forth in the Authority Indenture, the Trustee will, within 30 days, after
such obligations have been deposited with it, cause a notice signed by the Trustee to be mailed to the
owners of such Bonds, setting forth (i) the date designated for the redemption of the Bonds, (ii) a
description of the obligations so held by it (iii) that the Registered Owners of such Bonds are entitled to
be paid principal and interest from such funds and income of such securities held by the Trustee and not
from the Sinking Fund or the Authority, (iv) that the Authority is released from all liability with respect to
the Bonds, and (v) in the event the redemption applies to all Bonds secured by the Authority Indenture,
that the Authority Indenture has been released.
If (1) cash, or (2) Government Obligations, which are noncallable by the issuer thereof, the
principal of and the interest on which when due without reinvestment will provide sufficient money, or
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(3) a combination of cash and such Government Obligations, are held by the Trustee (or any paying
agent) in trust for the payment of the whole amount of the principal of and the interest upon the Bonds
under the provisions of the Authority Indenture, and provision is made for paying all Trustee’s and paying
agents’ fees and expenses related thereto and other sums payable under the Authority Indenture by the
Authority, such Bonds shall not be deemed outstanding under the Authority Indenture and the Registered
Owners of such Bonds shall be entitled to payment of any principal or interest from such funds and
income of such obligations held by the Trustee and not from the Sinking Fund or the Authority. The
Trustee will, within 30 days after such money and/or obligations have been deposited with it, cause a
notice signed by the Trustee to be mailed to the owners of such bonds, setting forth a description of the
obligations so held by it, a description of the Bonds payable from such deposited obligations and that the
Registered Owners are entitled to be paid principal and interest from such funds and income of such
securities held by the Trustee and not from the Sinking Fund or the Authority.
Any Bond not presented at the proper time and place for payment will be deemed to be fully paid
when due if the money necessary to discharge the principal amount thereof and all interest then accrued
and unpaid thereon is held by the Trustee or any paying agent when or before the same become due. The
Registered Owner of any such Bond is not entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee or any paying agent.
DMS BJB 4118813v1
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APPENDIX F
FORM OF OPINION OF BOND COUNSEL
Upon the delivery of the Bonds, Barnes & Thornburg LLP, Indianapolis, Indiana, as bond counsel
to the Bond Bank, proposes to deliver an opinion in substantially the following form:
August 4, 2016
The City of Carmel Local Public
Improvement Bond Bank
Carmel, Indiana
Re: The City of Carmel Local Public Improvement Bond Bank
Taxable Special Program Bonds, Series 2016 (City Center II and Midtown Phase 1A Projects)
Ladies and Gentlemen:
We have acted as bond counsel to The City of Carmel Local Public Improvement Bond Bank (the
“Issuer”) in connection with the issuance by the Issuer of its bonds designated as The City of Carmel Local
Public Improvement Bond Bank Taxable Special Program Bonds, Series 2016 (City Center II and Midtown
Phase 1A Projects), dated the date hereof (the “Bonds”), in the aggregate principal amount of $29,720,000,
pursuant to: (a) Indiana Code 5-1.4, as amended; (b) a resolution adopted by the Board of Directors of the
Issuer on June 28, 2016; and (c) a Trust Indenture, dated as of August 1, 2016 (the “Indenture”), between
the Issuer and The Huntington National Bank, as trustee. In such capacity, we have examined such law and
such certified proceedings, certifications and other documents as we have deemed necessary to render this
opinion.
Regarding questions of fact material to our opinion, we have relied on representations of the Issuer
contained in the Indenture, the certified proceedings and other certifications of public officials furnished to
us, and certifications, representations and other information furnished to us by or on behalf of the Issuer
and the Series 2016 Qualified Entities (as defined in the Indenture) and others without undertaking to verify
the same by independent investigation. We have relied upon the report of H.J. Umbaugh & Associates,
Certified Public Accountants, LLP, Indianapolis, Indiana, independent certified public accountants, dated
the date hereof, as to the matters stated therein.
Based on the foregoing, we are of the opinion that, under existing law:
1. The Issuer is a body corporate and politic, validly existing under the laws of the State of
Indiana (the “State”), with the corporate power to enter into the Indenture and perform its obligations
thereunder and to issue the Bonds.
2. The Bonds have been duly authorized, executed and delivered by the Issuer, and are valid
and binding special and limited obligations of the Issuer, enforceable in accordance with their terms. The
Bonds are payable solely from the Trust Estate (as defined in the Indenture).
3. The Indenture has been duly authorized, executed and delivered by the Issuer, and is a
valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.
The City of Carmel Local Public
Improvement Bond Bank
August 4, 2016
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4. Interest on the Bonds is exempt from income taxation in the State for all purposes, except
the State financial institutions tax.
We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of
the Official Statement, dated July 21, 2016, or any other offering material relating to the Bonds, and we
express no opinion relating thereto.
We express no opinion regarding any tax consequences arising with respect to the Bonds, other
than as expressly set forth herein.
With respect to the enforceability of any document or instrument, this opinion is subject to the
qualifications that: (i) the enforceability of such document or instrument may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium, fraudulent conveyance and similar laws relating to or
affecting the enforcement of creditors’ rights; (ii) the enforceability of equitable rights and remedies
provided for in such document or instrument is subject to judicial discretion, and the enforceability of such
document or instrument may be limited by general principles of equity; (iii) the enforceability of such
document or instrument may be limited by public policy; and (iv) certain remedial, waiver and other
provisions of such document or instrument may be unenforceable, provided, however, that in our opinion
the unenforceability of those provisions would not, subject to the other qualifications set forth herein, affect
the validity of such document or instrument or prevent the practical realization of the benefits thereof.
This opinion is given only as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or
any changes in law that may hereafter occur.
Very truly yours,
APPENDIX G
FORM OF CONTINUING DISCLOSURE UNDERTAKING AGREEMENT
Upon the delivery of the Bonds, the City proposes to execute and deliver a continuing disclosure
undertaking agreement in substantially the following form:
CONTINUING DISCLOSURE UNDERTAKING AGREEMENT
This Continuing Disclosure Undertaking Agreement (this “Agreement”) is made this 4th day of
August, 2016, from the City of Carmel, Indiana (the “City”), to each registered owner or holder of any
Bond (as hereinafter defined) (each, a “Promisee”);
WITNESSETH THAT:
WHEREAS, The City of Carmel Local Public Improvement Bond Bank (the “Issuer”) is issuing
its Taxable Special Program Bonds, Series 2016 (City Center II and Midtown Phase 1A Projects) (the
“Bonds”), in the original aggregate principal amount of $29,720,000, pursuant to a Trust Indenture, dated
as of August 1, 2016 (the “Indenture”), by and between the Issuer and The Huntington National Bank, as
trustee; and
WHEREAS, Stifel, Nicolaus & Company, Incorporated and City Securities Corporation
(collectively, the “Underwriters”) are, in connection with an offering of the Bonds directly or indirectly
by or on behalf of the Issuer, purchasing the Bonds from the Issuer and selling the Bonds to certain
purchasers, pursuant to a Bond Purchase Agreement, dated July 21, 2016, among the Issuer, the City,
acting on behalf of the Series 2016 Qualified Entities (as defined in the Indenture) and the Underwriters;
and
WHEREAS, Rule 15c2-12 (the “Rule”), promulgated by the Securities and Exchange
Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Act”),
provides that, except as otherwise provided in the Rule, a Participating Underwriter (as defined in the
Rule) shall not purchase or sell municipal securities in connection with an Offering (as defined in the
Rule) unless the Participating Underwriter has reasonably determined that an issuer of municipal
securities (as defined in the Rule) or an obligated person (as defined in the Rule) for whom financial or
operating data is presented in the final official statement (as defined in the Rule) has undertaken, either
individually or in combination with other issuers of such municipal securities or obligated persons, in a
written agreement or contract for the benefit of holders of such securities, to provide certain information;
and
WHEREAS, the City desires to enter into this Agreement in order to assist the Underwriters in
complying with paragraph (b)(5) of the Rule; and
WHEREAS, any registered owner or holder of any Bond shall, by its payment for and acceptance
of such Bond, accept and assent to this Agreement and the exchange of (i) such payment and acceptance
for (ii) the promises of the City contained herein;
NOW, THEREFORE, in consideration of the Underwriters’ and any Promisee’s payment for and
acceptance of any Bonds, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the City hereby promises to each Promisee as follows:
Section 1. Definitions. The terms defined herein, including the terms defined above and in
this Section 1, shall have the meanings herein specified unless the context or use clearly indicates another
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or different meaning or intent. Any terms defined in the Rule, but not otherwise defined herein, shall
have the meanings specified in the Rule unless the context or use clearly indicates another or different
meaning or intent.
(a) “Bond” shall mean any of the Bonds.
(b) “Bondholder” shall mean any registered or beneficial owner or holder of any
Bond.
(c) “City” shall mean the City of Carmel, Indiana.
(d) “Dissemination Agent” initially means the City, and thereafter any successor
Dissemination Agent designated in writing by the City, including any indenture trustee, registrar
or other designated agent, and which has filed with the City a written acceptance of such
designation.
(e) “EMMA” means the Electronic Municipal Market Access system operated by the
MSRB, accessible at http://emma.msrb.org/default.aspx.
(f) “Final Official Statement” shall mean the Final Official Statement dated July 21,
2016, relating to the Bonds, including any document included therein by specific reference which
has been previously provided to the MSRB through EMMA.
(g) “Fiscal Year” of any person shall mean any period from time to time adopted by
such person as its fiscal year for accounting purposes.
(h) “MSRB” shall mean the Municipal Securities Rulemaking Board.
(i) “Obligated Person” shall mean any person who is either generally or through an
enterprise, fund or account of such person committed by contract or other arrangement to support
payment of all or part of the obligations on the Bonds (other than providers of municipal bond
insurance, letters of credit, or other liquidity facilities) for whom financial information or
operating data is presented in the Final Official Statement. Obligated Persons with respect to the
Bonds are identified herein.
(j) “Redevelopment Authority” means the City of Carmel Redevelopment
Authority.
(k) “Redevelopment Commission” means the City of Carmel Redevelopment
Commission.
(l) “Rule” means Rule 15c2-12 adopted by the Securities and Exchange
Commission under the Securities and Exchange Act of 1934, as the same may be amended from
time to time.
(m) “State” shall mean the State of Indiana.
Section 2. Term. The term of this Agreement shall commence on the date of delivery of the
Bonds by the Issuer to the Underwriters and shall expire on the earlier of (a) the date of payment in full of
principal of and premium, if any, and interest on the Bonds, whether upon scheduled maturity,
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redemption or otherwise, or (b) the date of defeasance of the Bonds in accordance with the terms of the
Indenture.
Section 3. Obligated Person. The City hereby represents and warrants that, as of the date
hereof:
(a) The only Obligated Person with respect to the Bonds is the City, which is acting
on behalf of the Redevelopment Commission; and
(b) Although there have been instances in the previous five (5) years in which the
Obligated Person failed to comply, in all material respects, with one or more of its previous
undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of the Rule, as set
forth in the Final Official Statement, it has taken steps to correct all such failures and to assure
compliance in the future.
Section 4. Undertaking to Provide Information.
(a) The City hereunder undertakes to provide the following to the MSRB in an
electronic format as prescribed by the MSRB, either directly or indirectly through a
Dissemination Agent:
(i) Within one hundred eighty (180) days after the close of each Fiscal Year
of the City, beginning with the Fiscal Year ending on or after December 31, 2016,
unaudited financial information and operating data (excluding any demographic
information or forecast) of the City of the type provided under the following headings in
Appendix A of the Final Official Statement:
- “Schedule of Historical Net Assessed Valuation;”
- “Detail of Net Assessed Valuation;”
- “Comparative Schedule of Certified Tax Rates;”
- “Property Taxes Levied and Collected;”
- “Large Taxpayers;” and
- “Statement of Receipts and Disbursements;” and
(the financial information and operating data set forth in Section 4(a)(i)
hereof, collectively, the “Annual Financial Information”);
(ii) If not submitted as part of the Annual Financial Information, then when
and if available, audited financial statements for the City or the Examination Report of
the City, as prepared and examined by the Indiana State Board of Accounts, for each
twelve (12) month period ending December 31, together with the opinion of such
accountants and all notes thereto, within sixty (60) days of receipt from the Indiana State
Board of Accounts; and
(iii) Within ten (10) business days after the occurrence thereof, notice of any
of the following events with respect to the Bonds, if material (which determination of
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materiality shall be made by the City in accordance with the standards established by
federal securities laws):
(A) Non-payment related defaults;
(B) Modifications to rights of Bondholders;
(C) Bond calls (other than mandatory, scheduled redemptions, not
otherwise contingent upon the occurrence of an event, the terms of which
redemptions are set forth in detail in the Final Official Statement);
(D) Release, substitution or sale of property securing repayment of
the Bonds;
(E) The consummation of a merger, consolidation, or acquisition, or
certain asset sales, involving the obligated person, or entry into or termination of
a definitive agreement relating to the foregoing; and
(F) Appointment of a successor or additional trustee or the change of
name of a trustee;
(iv) Within ten (10) business days of the occurrence thereof, notice of any of
the following events with respect to the Bonds, regardless of materiality:
(A) Principal and interest payment delinquencies;
(B) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(C) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(D) Substitution of credit or liquidity providers, or their failure to
perform;
(E) Adverse tax opinions or events affecting the tax status of the
security;
(F) Defeasances;
(G) Rating changes;
(H) The issuance by the IRS of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material
notices or determinations with respect to the tax status of the security;
(I) Tender offers; and
(J) Bankruptcy, insolvency, receivership or similar events of any
Obligated Person; and
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(v) In a timely manner, notice of a failure of the City to provide required
Annual Financial Information or audited financial statements, on or before the date
specified in this Agreement.
(b) Any financial statements of the City provided pursuant to subsection (a)(i) of this
Section 4 shall be prepared in accordance with any accounting principles mandated by the laws of
the State, as in effect from time to time, or any other consistent accounting principles that enable
market participants to evaluate results and perform year to year comparisons, but need not be
audited.
(c) Any Annual Financial Information or audited financial statements may be set
forth in a document or set of documents, or may be included by specific reference to available to
the public on the MRSB’s Internet Web site or filed with the Securities and Exchange
Commission. If the document is a final official statement (as defined in the Rule), it must be
available from the MSRB through EMMA.
(d) If any Annual Financial Information otherwise required by subsection (a)(i) of
this Section 4 no longer can be generated because the operations to which it relates have been
materially changed or discontinued, a statement to that effect filed with the MSRB through
EMMA, shall be deemed to satisfy the requirements of such subsection.
(e) All documents provided to the MSRB under this Agreement shall be
accompanied by identifying information as prescribed by the MSRB.
Section 5. Certification.
(a) Any Annual Financial Information provided by the City pursuant to Section
4(a)(i) hereof shall be accompanied by a certificate, signed by the City, in substantially the form
of Exhibit A hereto.
(b) Any audited financial statements provided by the City pursuant to Section 4(a)(ii)
hereof shall be accompanied by a certificate, signed by the City, in substantially the form of
Exhibit B hereto.
(c) Any notice provided by the City pursuant to Section 4(a)(iii) or Section 4(a)(iv)
hereof shall be accompanied by a certificate, signed by the City, in substantially the form of
Exhibit C hereto.
(d) Any notice provided by the City pursuant to Section 4(a)(v) hereof shall be
accompanied by a certificate, signed by the City, in substantially the form of Exhibit D hereto.
Section 6. Termination of Obligation. The obligation to provide Annual Financial
Information, audited financial statements and notices of events under Section 4(a) hereof shall terminate,
if and when each of the Redevelopment Commission and the Redevelopment Authority no longer remain
an obligated person (as defined in the Rule) with respect to the Bonds.
Section 7. Bondholders. Each Bondholder is an intended beneficiary of the obligations of
the City under this Agreement, such obligations create a duty in the City to each Bondholder to perform
such obligations, and each Bondholder shall have the right to enforce such duty.
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Section 8. Limitation of Rights. Nothing expressed or implied in this Agreement is
intended to give, or shall give, to the Underwriters, the Securities and Exchange Commission or any
Obligated Person, or any underwriters, brokers or dealers, or any other person, other than the City, each
Promisee and each Bondholder, any legal or equitable right, remedy or claim under or with respect to this
Agreement or any rights or obligations hereunder. This Agreement and the rights and obligations
hereunder are intended to be, and shall be, for the sole and exclusive benefit of the City, each Promisee
and each Bondholder.
Section 9. Remedies.
(a) The sole and exclusive remedy for any breach or violation by the City of any
obligation of the City under this Agreement shall be the remedy of specific performance by the
City of such obligation. Neither any Promisee nor any Bondholder shall have any right to
monetary damages or any other remedy for any breach or violation by the City of any obligation
of the City under this Agreement, except the remedy of specific performance by the City of such
obligation.
(b) No breach or violation by the City of any obligation of the City under this
Agreement shall constitute a breach or violation of or default under the Bonds, the Indenture, the
Series 2016 Qualified Obligations (as defined in the Indenture) or any other agreement to which
the City is a party.
(c) Any action, suit or other proceeding for any breach or violation by the City of
any obligation of the City under this Agreement shall be instituted, prosecuted and maintained
only in a court of competent jurisdiction in Hamilton County in the State.
Section 10. Annual Appropriations. This Agreement and the obligations of the City
hereunder are subject to annual appropriation by the City.
Section 11. Amendment of Obligations. The City may, from time to time, amend any
obligation of the City under this Agreement, without notice to or consent from any Promisee or any
Bondholder, if: (a)(i) such amendment or modification is made in connection with a change in
circumstances that arises from a change in legal requirements, change in law or change in the identity,
nature or status of the City, or type of business conducted, (ii) this Agreement, as so amended and
modified, would have complied with the requirements of the Rule on the date hereof, after taking into
account any amendments or interpretations of the Rule, as well as any change in circumstances, and (iii)
such amendment does not materially impair the interests of any Bondholders, as determined either by (A)
nationally recognized bond counsel or (B) an approving vote of the Bondholders pursuant to the terms of
the Indenture at the time of such amendment or modification; or (b) such amendment or modification
(including an amendment or modification which rescinds this Agreement) is permitted by the Rule, as
then in effect.
Section 12. Obligations of Dissemination Agent; Indemnity. The City may, from time to
time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this
Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent. The City shall notify the MSRB through EMMA of the appointment or discharge
of a Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the City
shall be the Dissemination Agent. The Dissemination Agent shall have only such duties as are
specifically set forth in this Agreement and any dissemination agreement entered into by the City and the
Dissemination Agent, and the City agrees to indemnify and save the Dissemination Agent, its officers,
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directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of or in the exercise of performance of its powers and duties hereunder, including the costs and
expenses (including reasonable attorneys’ fees) of defending against any claim of liability, but excluding
liabilities due to the Dissemination Agent’s gross negligence or willful misconduct. The obligations of
the City under this Section shall survive removal of the Dissemination Agent and payment of the Bonds.
Section 13. Communications. Any information, datum, statement, notice, certificate or other
communication required or permitted to be provided, delivered or otherwise given hereunder by any
person to any other person shall be in writing and, if such other person is the City, shall be provided,
delivered on otherwise given to the City at the following address:
City of Carmel, Indiana
c/o Clerk-Treasurer
Carmel City Hall, 3rd Floor
One Civic Square
Carmel, Indiana 46032
(or at such other address as the City may, by notice to the MSRB through EMMA, provide), or, if such
other person is not the City, shall be provided, delivered or otherwise given to such other person at any
address that the person providing, delivering or otherwise giving such information, datum, statement,
notice, certificate or other communication believes, in good faith but without any investigation, to be an
address for receipt by such other person of such information, datum, statement, notice, certificate or other
communication. For purposes of this Agreement, any such information, datum, statement, notice,
certificate or other communication shall be deemed to be provided, delivered or otherwise given on the
date that such information, datum, statement, notice, certificate or other communication is (a) delivered
by hand to such other person, (b) deposited with the United States Postal Service for mailing by registered
or certified mail, (c) deposited with Express Mail, Federal Express or any other courier service for
delivery on the following business day, or (d) sent by facsimile transmission, telecopy or telegram.
Section 14. Knowledge. For purposes of this Agreement, each Promisee and each
Bondholder shall be deemed to have knowledge of the provision and content of any information, datum,
statement or notice provided by the City to the MSRB through EMMA on the date such information,
datum, statement or notice is so provided, regardless of whether such Promisee or such Bondholder was a
registered or beneficial owner or holder of any Bond at the time such information, datum, statement or
notice was so provided.
Section 15. Performance Due on other than Business Days. If the last day for taking any
action under this Agreement is a day other than a business day, such action may be taken on the next
succeeding business day and, if so taken, shall have the same effect as if taken on the day required by this
Agreement.
Section 16. Beneficiaries. This Agreement shall inure solely to the benefit of the City, the
Dissemination Agent and registered or beneficial owners from time to time of the Bonds, and shall create
no rights in any other person or entity.
Section 17. Waiver of Assent. Notice of acceptance of or other assent to this Agreement is
hereby waived.
Section 18. Governing Law. This Agreement and the rights and obligations hereunder shall
be governed by and construed and enforced in accordance with the internal laws of the State, without
reference to any choice of law principles.
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Section 19. Severability. If any portion of this Agreement is held or deemed to be, or is,
invalid, illegal, inoperable or unenforceable, the validity, legality, operability and enforceability of the
remaining portions of this Agreement shall not be affected, and this Agreement shall be construed as if it
did not contain such invalid, illegal, inoperable or unenforceable portion.
Section 20. Successors and Assigns. All covenants and agreements in this Agreement made
by the City shall bind its successors, whether so expressed or not. No Promisee may, without the prior
written consent of the City, assign any of its rights under this Agreement to any other person. The City
may not assign any of its rights or delegate any of its obligations under this Agreement to any other
person (other than to any Dissemination Agent appointed hereunder to assist the City), except that the
City may assign any of its rights or delegate any of such obligations to any entity (a) into which the City
merges, with which the City consolidates or to which the City transfers all or substantially all of its assets
or (b) which is an “issuer of municipal securities” with respect to the Bonds or an Obligated Person with
respect to the Bonds for whom financial or operating data is presented in the Official Statement, as those
terms are defined in the Rule.
Section 21. Waiver. Any failure by any Promisee to institute any suit, action or other
proceeding for any breach or violation by the City of any obligation of the City under this Agreement,
within three hundred sixty (360) days after the date of such Promisee first has knowledge of such breach
or violation, shall constitute a waiver by such Promisee of such breach or violation and, after such waiver,
no remedy shall be available to such Promisee for such breach or violation.
Section 22. Immunity of Officers, Directors, Members, Employees and Agents. No recourse
shall be had for any claim based upon any obligation in this Agreement against any past, present or future
officer, director, member, employee or agent of the City, as such, either directly or through the City,
under any rule of law or equity, statute or constitution.
Section 23. Rule. This Agreement is intended to be an agreement or contract in which the
City has undertaken to provide that which is required by paragraph (b)(5) of the Rule. If and to the extent
this Agreement is not otherwise such an agreement or contract, this Agreement shall be deemed to include
such terms not otherwise included herein, and to exclude such terms not otherwise excluded herefrom, as
are necessary to cause this Agreement to be such an agreement or contract.
Section 24. Interpretation. The use herein of the singular shall be construed to include the
plural, and vice versa, and the use herein of the neuter shall be construed to include the masculine and
feminine. Unless otherwise indicated, the words “hereof,” “herein,” “hereby” and “hereunder,” or words
of similar import, refer to this Agreement as a whole and not to any particular section, subsection, clause
or other portion of this Agreement.
Section 25. Captions. The captions appearing in this Agreement are included herein for
convenience of reference only, and shall not be deemed to define, limit or extend the scope or intent of
any rights or obligations under this Agreement.
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IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused this Agreement to be
executed on the date first above written.
CITY OF CARMEL, INDIANA
By:
James Brainard, Mayor
ATTEST:
Christine S. Pauley, Clerk-Treasurer
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EXHIBIT A
$29,720,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
(CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS)
ANNUAL FINANCIAL INFORMATION
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section 4(a)(i)
of the Continuing Disclosure Undertaking Agreement, dated August 4, 2016 (the “Agreement”), from the
City to each registered owner or holder of any of the above-captioned bonds, hereby certifies to you that
attached hereto is the Annual Financial Information (as defined in the Agreement), which Annual
Financial Information is hereby provided in accordance with Section 4(a)(i) of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
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EXHIBIT B
$29,720,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
(CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS)
AUDITED FINANCIAL STATEMENTS
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section
4(a)(ii) of the Continuing Disclosure Undertaking Agreement, dated August 4, 2016 (the “Agreement”),
from the City to each registered owner or holder of any of the above-captioned bonds, hereby certifies to
you that attached hereto are audited financial statements of the City, which audited financial statements
are hereby provided in accordance with Section 4(a)(ii) of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
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EXHIBIT C
$29,720,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
(CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS)
NOTICE OF MATERIAL EVENT
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section
4(a)[(iii)][(iv)] of the Continuing Disclosure Undertaking Agreement, dated August 4, 2016 (the
“Agreement”), from the City to each registered owner or holder of any of the above-captioned bonds,
hereby certifies to you that attached hereto is a notice of the occurrence of a material event with respect to
the above-captioned bonds, which notice is hereby provided to you in accordance with Section
4(a)[(iii)][(iv)] of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
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EXHIBIT D
$29,720,000
THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK
TAXABLE SPECIAL PROGRAM BONDS, SERIES 2016
(CITY CENTER II & MIDTOWN EAST PHASE 1A PROJECTS)
NOTICE OF FAILURE TO PROVIDE ANNUAL FINANCIAL INFORMATION
The undersigned, on behalf of the City of Carmel, Indiana (the “City”), pursuant to Section
4(a)(v) of the Continuing Disclosure Undertaking Agreement, dated August 4, 2016 (the “Agreement”),
from the City to each registered owner or holder of any of the above-captioned bonds, hereby certifies to
you that attached hereto is a notice of a failure of the City to provide required Annual Financial
Information (as defined in the Agreement) on or before the date specified in the Agreement, which notice
is hereby provided to you in accordance with Section 4(a)(v) of the Agreement.
CITY OF CARMEL, INDIANA
By:
Printed:
Title:
Date:
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