Mayor/CRC/Bond Proceeds
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AGREEMENT
THIS AGREEMENT, dated as of March 27, 1998 (this "Agreement"), by and between
the City of Carmel Redevelopment Commission, a redevelopment commission organized and
existing under Indiana Code 36-7-14 (the "Commission"), the Common Council of the City of
Carmel, Indiana (the "City"), a common council organized and existing under Indiana Code 36-4-
6 (the "Council"), and the Mayor of the City ("Mayor"), joined in by the Clerk-Treasurer of the
City (the "Clerk-Treasurer");
WITNESSETH THAT:
WHEREAS, Ithe-eommission-proposes-to-i~sue___th.~:-@.tY::ot:~?!meJ;-::~ncli~.)
rRed~yelopmen~Di~tri~t-T:axable.~ounty.J:>!)iionln.(;QITl!:lTa~Reve!lue~~onds~QfJ~98!,(@i1y~CenID:::::J
t!:R~eyelopmentTEt~jec.t}~in an aggregate principal amount not to exceed $10,500,000 (the
"Bonds"), pursuant to Indiana Code Section 36-7-14-25.1 and Resolution No. 4-1998 adopted by
the Commission on January 15, 1998 (the "Resolution"); and
WHEREAS, the parties hereto desire, by this Agreement, to provide procedures for the
approval of certain expenditures of Bond proceeds;
. ," 0' NO~, THEREFORE, in consideration of the foregoing and other good and valuable
"consideralioi1;'the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Contract Approvals, The Commission shall approve all agreements or
contracts, and change orders to any such agreements or contracts, for the expenditure of
Proceeds (singly or together hereafter referred to as "contracts" or "change orders"), and shall
conduct all bid proceedings, if required by applicable law, with respect thereto.
Section 2. Expenditures. The Commission shall not enter into and execute any
contract nor award any bid for a contract, or issue any change order, which contemplates or
involves any Expenditure (as hereinafter defmed), unless such contract (including any award of
a bid for a contract) or change order is approved by the Commission and the Council in
accordance with Section 3 thereof.
Section 3. Aooroval. After the Commission approves any proposed contract
(including any proposed award of a bid for a contract) or proposed change order for any
Expenditure, the Commission shall deliver written notice of its approval of such proposed
contract (or proposed award of bid) or proposed change order to the Clerk-Treasurer, together
with instructions to deliver a copy of such notice to each member of the Council by the close of
business on the business day after the Commission's delivery of such notice to the Clerk-
Treasurer. If the Commission so delivers such notice and instructions, the Council shall be '
deemed to have approved such contract (or award of bid) or change order at the close of business
on the fifth business day after the date by which the Clerk-Treasurer was so instructed by the
Commission to deliver a copy of such notice to each member of the Council (the "Effective
Date"), unless: (a) by the close of business on the Effective Date, any member of the Council
who disputes such proposed contract (or proposed award of bid) or proposed change order
requests the Clerk-Treasurer to place such dispute on the agenda for the next meeting of the
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Council; and (b) at such meeting, the Council disapproves such proposed contract (or proposed
award of bid) or proposed change order by a vote of a majority of the elected members of the
Council.
Section 4. Definitions. For purposes of this Agreement, each of the following terms
shall have the meaning assigned to it by this Section 4:
(a) "Expenditure" means any payment or other disposition of any Proceeds,
excluding: (i) any payment of principal of or premium, if any, or interest on the Bonds,
(ii) any payment of architectural, engineering, accounting, financial advisory, legal or
other professional services, (iii) any payment of any costs of issuance of the Bonds, (iv)
any investment of any Proceeds in any interest-bearing instruments, or (v) any payment(s)
or other disposition(s), whether individually or in the aggregate if the contracted matter
for which payment(s) or disposition(s) is/are being made is completed in one or more
steps or is pan of a set or series of related contracted matters with a single person or
vendor, of any Proceeds in an amount less than $75,000.
(b) "Proceeds" means any amounts received by the Commission from its
original issuance and sale of the Bonds, and any interest earnings thereon.
Section 5. Amendments. This Agreement may be amended or terminated only by the
written agreement of both of the panies hereto.
Section 6. Governine. 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
of Indiana, without reference to any choice of law principles.
Section 7. Severabilitv. !fany ponion 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 of it did not contain such invalid, illegal, inoperable or
unenforceable ponion.
Section 8. Intemretation. The use herein of the singular shall be construed to include
the plural, and vice versa. Unless otherwise indicated, the words "hereof," "herein," "hereby"
and "hereunder, " and words of similar impon, refer to this Agreement as a whole and not to any
particular section, subsection, clause or other ponion of this Agreement.
Section 9. 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 panies hereto have executed this Agreement as of the day
and year first above written.
CITY OF CARMEL REDEVELOPMENT COMMISSION
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By:' ~ - --
P~inted: . C1. e"e:CJC-t
Title:
COMMON COUNCIL OF THE CITY OF CARMEL,
INDIANA
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TItle: "C--#,~ ~-T+-
MAYOR, CITY OF CARMEL, INDIANA
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Jpes C-:-Brainard '
The Clerk-Treasurer hereby acknowledges and agrees to the procedures set fonh in Section 3.
CLERK-TREASURER, CITY OF CARMEL, INDIANA
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Diana L. Cordray
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