Certificate CERTIFICATE
The undersigned, on behalf of The City of Carmel Redevelopment Commission ("CRC"),
hereby certifies that:
1. He is the elected, qualified, and acting President of CRC.
2. Attached hereto as Exhibit A is a true and correct copy of CRC Resolution 2011-9 (the"Resolution"),
which Resolution: (a)was adopted by CRC at a meeting: (i) held on November 1, 2011; and (ii) in compliance
with IC 5-14-1.5; (b)has not been amended, repealed, rescinded, or revoked; and (c) is in full force and effect
on the date hereof.
3. All proceedings and actions had, taken, or approved by CRC with regard to: (a) the authorization,
execution, and delivery of that certain:
(i) Grant Agreement of even date herewith;
(ii) Collateral Assignment and Security Agreement of even date herewith; and
(iii) Tri-Party Agreement of even date herewith;
all of the foregoing, collectively, being the "Agreements"; and/or(b) the payment or performance by CRC of
its obligations under the Agreements; comply with all applicable resolutions, by-laws, rules, and regulations
of CRC (including, without limitation, the Resolution).
4. None of the proceedings or actions had, taken, or approved by CRC with regard to: (a) the
authorization, execution, and delivery of the Agreements; or (b) the payment or performance by CRC of its
obligations of the Agreements; has been amended, repealed, rescinded, or revoked (including, without
limitation, that the Resolution remains in full force and effect).
5. None of: (a) the authorization, execution, and delivery of the Agreements or (b) the payment or
performance by CRC of its obligations under the Agreements; violates any judgment, order, or agreement or
other instrument to which CRC is subject.
6. No litigation of any nature currently is pending or threatened against CRC that seeks to enjoin or
challenge: (a)the authorization, execution, and delivery of the Agreements; (b) the payment or performance
by CRC of its obligations of the Agreements; (c)any proceedings or actions had, taken, or approved by CRC
with regard to the foregoing; or (d) the validity of the Agreements or the Resolution.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of CRC
this day of November, 2011.
THE CITY OF CARMEL
REDE EL,'WENT CO ; MISSION
/
By: Ii"' � �ia�<L.
liam Ha mer,'"resident
CERTIFICATE
The undersigned, on behalf of Carmel City Center Community Development Corporation
("4CDC"), hereby certifies that:
1. He is the elected, qualified, and acting President of 4CDC.
2. 4CDC's United States employer identification number is 27-0982122.
3. Attached hereto as Exhibit A is a true and correct copy of a 4CDC Resolution dated October 11, 2011
(the "Resolution"), which Resolution: (a) was adopted by 4CDC at a meeting held on October , 2011; (b) has
not been amended, repealed, rescinded, or revoked; and (c) is in full force and effect on the date hereof.
4. All proceedings and actions had,taken,or approved by 4CDC with respect to: (a)obtaining a revolving
line of credit from Fowler State Bank in the original maximum principal amount of$2,500,000.00 (the "Loan"),
including, without limitation, the authorization, execution, and delivery of all documents, agreements, or
instruments deemed to be necessary or appropriate in connection with obtaining the Loan (collectively, the
"Agreements"); and/or (b) the payment or performance by 4CDC of its obligations under the Agreements; -
comply with all applicable resolutions, by-laws, rules, and regulations of 4CDC (including, without limitation,
the Resolution).
5. None of the proceedings or actions had, taken, or approved by 4CDC with regard to: (a) the
authorization, execution, and delivery of the Agreements; or (b)the payment or performance by 4CDC of its
obligations under the Agreements; has been amended, repealed, rescinded, or revoked (including, without
limitation, that the Resolution remains in full force and effect).
6. None of: (a) the authorization, execution, and delivery of the Agreements or (b) the payment or
performance by 4CDC of its obligations under the Agreements; violates any judgment, order, or agreement
or other instrument to which 4CDC is subject.
7. No litigation of any nature currently is pending or threatened against 4CDC that seeks to enjoin or
challenge: (a)the authorization, execution, and delivery of the Agreements; (b)the payment or performance
by 4CDC of its obligations under the Agreements; (c)any proceedings or actions had, taken, or approved by
4CDC with regard to the foregoing; or(d) the validity of the Agreements or the Resolution.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of 4CDC
on this 8 day of November, 2011.
CARMEL CITY CENTER COMMUNITY
DEVELOPMENT CORPORATION
By: ` V
Richard F. Tan. III, President
Z:\Documents\Shoup,Jenny\City of Carmel\Fowler State Bank\4CDC 01 Novl 1
CertificationA4CDC Certification.wpd
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CITY OF CARMEL REDEVELOPMENT COMMISSION
RESOLUTION NO. 9_-2011
WHEREAS, Carmel City Center Community Development Corporation ("4CDC") is a
community development corporation formed for the purpose of constructing, rehabilitating, and/or repairing
commercial property within the district;
WHEREAS, pursuant to IC § 36-7-14-12.2(26), CRC may provide financial assistance
(including grants and loans)to community development corporations to permit such community development
corporations to construct, rehabilitate, or repair commercial property within the district;
WHEREAS, CRC desires to make a grant to 4CDC in an amount not to exceed
$5,200,000.00, which grant shall be for purposes consistent with IC § 36-7-14-12.2(26) (the "Star Grant");
WHEREAS, CRC desires to make a grant to 4CDC in an amount not to exceed
$2,700,000.00, which grant shall be for purposes consistent with IC § 36-7-14-12.2(26) (the "CIBM Grant");
WHEREAS, CRC desires to make a grant to 4CDC in an amount not to exceed
$2,700,000.00, which grant shall be for purposes consistent with IC § 36-7-14-12.2(26) (the "Fowler Grant");
WHEREAS, CRC desires to make a grant to 4CDC in an amount not to exceed
$2,700,000.00, which grant shall be for purposes consistent with IC § 36-7-14-12.2(26) (the "M&I Grant");
WHEREAS, the Star Grant, the CIBM Grant, the Fowler Grant, and the M&I Grant,
collectively, are the "Grants";
WHEREAS, the Grants will be made and administered pursuant to grant agreements
executed by and between CRC and 4CDC, each of which will give CRC oversight of the use of the proceeds
of the applicable Grant (including, without limitation, the right of CRC to approve any draws made by 4CDC
on the lines-of-credit secured by the assignment of the applicable grant agreement)(the"Grant Agreements");
NOW, THEREFORE, BE IT RESOLVED THAT:
1. CRC hereby authorizes the making of the Grants.
2. The President of CRC (the "President") hereby is authorized to execute the Grant Agreements and
any and all other documents relating to the making,administration, pledge, and/or assignment of the Grants,
including, without limitation, documents facilitating line-of-credit loans to 4CDC (collectively, the "Grant
Documents"),which Grant Documents shall be on terms and conditions: (a) consistent with this Resolution;
and(b)otherwise as determined by the President to be necessary or appropriate. The Vice President of CRC
hereby is authorized to execute any of the CRC Documents in the President's absence.
Z'.1Docurnents\Shoup,Jenny1City of Carmel\Resolutions\4CDC.Grants 310c11 1
etc cpproval of Grant by CRC to 4CDC(Star-Fowler-MI.Marine).wpo
Passed by the City of Carmel Redevelopment Commission this 15`day November, 2011, by
a vote of_ 5 ayes and 0 _ nays.
CITY OF CARMEL REDEVELOPMENT COMMISSION
a/ ;
'\ i liam'Ha mer, P :, lien
�' Cesar lyn . Anker, Vice Pres nt
':7. i.
effi� (DRrell, Secretary
,,.ley F. Meyer
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BY:, �. . ( s . om"__..
David C. Bowers 1
Z:1Documents1Snoup.Jenny\City of Carmel\Resolutions\4CDC Grants 310c111
otc\Approval of Grant by CRC to 4CDC(Star-rowler-MI-Marine).woo