Memo Understanding/Council/Mayor/2006 Bond Proceeds
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MEMORANDUM OF UNDERST ANDING
THIS MEMORANDUM OF UNDERSTANDING, dated as of ~ (., ,2006 (this
"MOU"), is entered into by and between the Mayor (the "Mayor") of the City of Carmel, Indiana (the
"City"); the Common Council of the City (the "Council"); the Board of Public Works and Safety of the
City (the "BPW"); and the Clerk-Treasurer of the City (the "Clerk-Treasurer").
RECITALS
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WHEREAS, the City intends to issue Lease Rental Revenue Bonds, Series 2006, (the "Bonds");
and
WHEREAS, the parties hereto desire to create procedures for the approval of certain expenditures
of Bond proceeds ("Proceeds"), in accordance with Ordinance 0-1806-06, incorporated herein by
reference.
NOW, THEREFORE, in consideration of the foregoing, the parties confirm their understanding as
follows:
AGREEMENTS
Section 1. Contract Aoorovals. On and after the effective date of this MOU, the BPW shall
approve all agreements or contracts, and all change orders to same, for the expenditure of Proceeds, and
shall conduct all bid proceedings, with respect thereto, in accordance with applicable law.
Section 2. Exoenditures. If the BPW approves any bid, contract change order, or contract that
exceeds the estimated project cost ("EPC"), the Council shall have the right to approve or disapprove the
same in accordance with Section 3 herein below. Right-of-way costs, legal and engineering fees and
other soft costs that are paid from these bond proceeds shall be included in the EPC. Soft costs to be paid
from other, previously appropriated, monies shall not be included ~hen calculating EPC.
Section 3. Process for Aooroval. By the close of business within three (3) business days after
the date on which the BPW approves any item covered by this MOU that exceeds the EPC, the Clerk-
Treasurer shall deliver copies of said item to each member of the Common Council, along with any
explanation for same provided by the City Engineer or his designee.
Thereafter, the Council shall have deemed to have agreed to the proposed contract
change order, unless: (a) by 4:30 p.m. on the seventh day after the date of the BPW approval of the
contract change order, any member of the Council who disputes such contract change order requests in
writing, and timely delivers a copy of same to the Office of the Mayor, that the Clerk-Treasurer place
such issue on the Council agenda for the next meeting of the Council; and (b) at such meeting, the
Council disapproves such Contract by a vote of a majority of the elected members of the council.
Section4. Definitions. For purposes of this Agreement, each of the following terms shall have
the meaning assigned to it by this Section 4:
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(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 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 part of a set or series of related
contracted matters with a single person or vendor, of any Proceeds in an amount less than Two
Hundred Fifty Thousand Dollars ($250,000.00).
(b) "Proceeds" means any amounts received by the City from its original issuance
and sale of the Bonds, and any interest earnings thereon.
Section 5. Amendments. This MOU may be amended or terminated only by written
agreement of all the parties hereto.
Section 6. Authoritv. Undersigned President of the Council acknowledges and represents
that he has authority to sign this MOU on behalf of the Council and to bind said body to the terms and
conditions contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the day and
year first above written.
Richard L. S
COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA
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MAYOR, CITY OF CARMEL, INDIANA:
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J s Brainard
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BOARD OF PUBLIC WORKS AND SAFETY
OF THE CITY OF CARMEL, INDTANA
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Lori S.
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CLERK-TREi\SRER OF THE CITY OF
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