ࡱ> fheg {Sbjbj:: 7tXv\Xv\QK) 8\*,-VV"xxxSSSw-y-y-y-y-y-y-$/\2V-7SS77-xx-,,,7Rxxw-,7w-,,,xp4/^,c--0-,22,2,HS"u,SSS--$SSS-77772SSSSSSSSS > H: RESOLUTION NO. _________ A resolution authorizing the issuance and sale of ONE OR MORE SERIES OF Indiana Finance Authority Educational facility Revenue Bonds, Series 20__ (________________________ Project), in an aggregate principal amount not to exceed _____________ Dollars ($___________), and approving and authorizing other actions in respect thereto. WHEREAS, the Indiana Finance Authority, a body politic and corporate, not a state agency but an independent instrumentality exercising essential public functions, duly organized and validly existing under the laws of the State of Indiana (the Authority), pursuant to Indiana Code, Title 5, Article 1.2, as supplemented and amended (collectively, the Act), is authorized and empowered to issue and sell its revenue bonds for the purpose of making loans to any nonprofit college or university for the financing of any project, as defined in the Act, including the acquisition, construction, enlarging, remodeling, renovation, improvement, furnishing, or equipping of any educational facility, as defined in the Act, to give this and future generations of youth the opportunity to learn and develop their intellectual and mental capacities and skills, and thereby benefit the people of the State of Indiana (the State), increase their commerce, welfare, and prosperity, and improve their health and living conditions; and WHEREAS, the Act defines educational facility as any property located within the State that is: (a) suitable for the instruction, feeding, recreation, or housing of students; the conduct of research or other work of a nonprofit college or university; or use by a nonprofit college or university in connection with any educational, research, or related or incidental activity conducted by the nonprofit college or university; (b) is not used or to be used for sectarian instruction or study or as a place for devotional activities or worship; and (c) is not used or to be used primarily in connection with any part of the program of a school or department of divinity for any religious denomination; and WHEREAS, ______________ (the Borrower), a [insert Borrower description], a nonprofit college or university within the meaning of the Act, has provided certain information and an application to the Authority, and has requested that the Authority issue one or more series of its Educational Facility Revenue Bonds, Series 20__ (_______________ Project) (the Bonds), in an aggregate principal amount not to exceed ______ Dollars ($______) and loan the proceeds of the Bonds to the Borrower for the purpose of (i) [insert project description] (the Project); and WHEREAS, the Project will not be used for sectarian instruction or study or as a place for devotional activities or worship, or primarily in connection with any part of the program of a school or department of divinity for any religious denomination; and WHEREAS, based solely upon the application submitted by the Borrower and other representations made, information presented, and testimony given by the Borrower, and without independent verification by the Authority, the Project will give this and future generations of youth the opportunity to learn and to develop their intellectual and mental capacities and skills, and will thereby benefit the people of the State, increase their commerce, welfare, and prosperity, and improve their health and living conditions, and thus constitutes a "project within the meaning of the Act, and therefore it is necessary and proper that the Authority: (a) authorize the issuance of the Bonds for the purpose of financing, refinancing, or reimbursing any costs of the Project (within the meaning of Indiana Code Section 5-1.2-2-12(3)) (such costs, the Project Costs),; (b) authorize the execution and delivery of the Bond Documents (defined below),; and (c) confirm and approve the sale of the Bonds, and approve other necessary or related documents and actions; and WHEREAS, the Bonds shall be issued under one or more Trust Indentures (the "Bond Indentures") between the Authority and ____________, or any other bank or trust company as may be approved by the Public Finance Director of the State of Indiana, as trustee (the "Trustee"), which Bond Indentures provide that the Bonds shall be secured by one or more Notes (defined below) and one or more Loan Agreements (the "Loan Agreements") between the Authority and the Borrower, which Loan Agreements provide that the proceeds of the Bonds shall be loaned to the Borrower by the Authority; and WHEREAS, the Borrower will issue one or more notes designated "Series ___ Note" with an appropriate letter designation reflecting the series of Bonds secured by such note, in the event that the Bonds are issued in more than one series (the "Notes"); and WHEREAS, the Project will be located at ______, Indiana, and will be owned and operated by the Borrower [FOR LESSEE DEALS ADD, and leased to and operated by the Lessee pursuant to a written Lease Agreement (the Lease Agreement) for use by the Lessee]; and WHEREAS, the Bonds will be sold in a direct placement to _____________, or any other financial institution(s) as may be approved by the Public Finance Director of the State of Indiana (the Purchaser), pursuant to one or more Bond Purchase and Loan Agreements (the Bond Purchase and Loan Agreements) among the Authority, the Borrower and the Purchaser; and WHEREAS, the Bonds will be sold pursuant to one or more Bond Purchase Agreements (the Bond Purchase Agreements) among the Authority, the Borrower and _________________, or any other financial institution(s) as may be approved by the Public Finance Director of the State of Indiana (the Underwriter); and WHEREAS, the Underwriter will utilize one or more Preliminary Official Statements and one or more Official Statements in connection with the marketing of the Bonds (collectively, the Official Statements); and WHEREAS, pursuant to the provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended (the Code), a public hearing on the proposed plan of financing of the Project was held on ___________, 20__, by the duly designated and authorized public hearing officer of the Authority (the Public Hearing Officer), prior to the adoption of this Resolution, pursuant to notice caused to be posted on the web site of the Authority (i.e., https://www.in.gov/ifa/3012.htm) as of [date] [and published on ___________, in _____________, being a newspaper of general circulation published in the ______ of ____________, Indiana, and on ___________ in the Indianapolis Star and the Court & Commercial Record, both being newspapers of general circulation in the City of Indianapolis, Indiana and Marion County, Indiana]; and WHEREAS, the Authority has determined, in accordance with Indiana Code Sections 5-1.2-3-8(b) and 5-1.2-4-16, it is in the best interest of the Authority to provide direction to the Borrower concerning the identity of individuals who are authorized to bind the Authority to the contractual commitments with the use of signature stamps; and WHEREAS, the Authority desires to authorize the Chair of the Authority (the Chair), the Vice-Chair of the Authority (the Vice-Chair), and the Public Finance Director of the State of Indiana (the Public Finance Director) (each of the Chair, the Vice-Chair, and the Public Finance Director, an Authorized Signatory and, collectively, the Authorized Signatories) to take certain actions in preparation for marketing, issuing, and selling the Bonds; NOW, THEREFORE, BE IT RESOLVED by the members of the Authority: Section 1. Definitions. In addition to the words and terms defined in this Resolution, the words and terms used in this Resolution shall have the meanings set forth in the Bond Documents and in the form of the Bonds, unless the context or use indicates another or different meaning or intent. Section 2. Determination of the Authority. Pursuant to the Act and based solely upon the application submitted by the Borrower, and other representations made, information presented, and testimony given by the Borrower, without independent verification, the Authority hereby finds and determines that the Borrower is a nonprofit college or university within the meaning of the Act, that the Project is a project within the meaning of the Act, that the Project will give this and future generations of youth the opportunity to learn and develop their intellectual and mental capacities and skills, and thereby benefit the people of the State, increase their commerce, welfare, and prosperity, and improve their health and living conditions, that the financing is in the public interest and either (i) alleviates a financial hardship upon the Borrower; (ii) results in a lesser cost of education; or (iii) enables the Borrower to offer greater security for a loan or loans to finance the Project, or to effect savings in interest costs or more favorable amortization terms, and that the financing, refinancing, or reimbursing of the Project Costs shall be and is hereby approved and authorized through the issuance of the Bonds as described herein The Authority further determines that the actions of the Public Hearing Officer in causing notice of said public hearing to be posted to the web site of the Authority [and published] as required by Section 147(f) of the Code is in all respects hereby ratified, confirmed, and approved, and the holding of said public hearing by the Public Hearing Officer is hereby acknowledged and approved. The issuance of the Bonds shall be contingent upon receipt of the approval of the Treasurer, as the applicable elected representative of the Authority for purposes of Section 147(f) of the Code. Section 3. Authorization of Bonds. The Bonds, issued in one or more series to be designated as Indiana Finance Authority Educational Facilities Revenue Bonds, Series 20__ (______ Project), sold and delivered in an aggregate principal amount not to exceed _____________ Dollars ($_________), are hereby authorized to be issued under and pursuant to the Act, and the proceeds thereof loaned to the Borrower for the purpose of financing, refinancing, or reimbursing the Project Costs, provided that the appropriate actions are taken pursuant to the Act, the Code, and applicable securities laws as may be required to implement the aforesaid financing, and that all of the foregoing shall be mutually acceptable to the Authority and the Borrower. Section 4. Terms and Execution of the Bonds. The Bonds shall be issued as fully registered bonds, without coupons, in the form and denominations set forth in the Bond Documents, shall be dated the date of issuance, shall mature no later than _____________ (__) years from the date of issuance, shall bear interest at a rate or rates, payable at the time or times, set forth in the Bond Documents, but not to exceed ___________ percent (____%) per annum, shall be payable in lawful money of the United States of America at the time or times and at the place or places set forth in the Bond Documents, shall be subject to redemption before maturity at the prices and upon the terms and conditions set forth in the Bond Documents, shall be sold, at public or private sale, at the price or prices set forth in the Bond Documents, and shall contain such other terms and provisions as are set forth in the Bond Documents. The Bonds shall be executed by the manual or facsimile signatures of either of the Chair or Vice-Chair of the Authority, and the seal of the Authority or a facsimile thereof shall be affixed or imprinted on the Bonds and attested by the manual or facsimile signature of the Public Finance Director (all in accordance with Section 7 below). The Bonds are special and limited obligations of the Authority, payable solely from the funds pledged for their payment in accordance with the Bond Documents, including without limitation payments made by the Borrower under or as otherwise provided in the Bond Documents. Pursuant to the Bond Documents, the Authority will assign to the [Trustee] [Purchaser] certain of the Authoritys rights under the Bond Documents (except for certain unassigned Authority rights) as security for the repayment of the Bonds. As a result of the Authoritys assignment as provided therein, the Authority will have no ownership interest in the Project. The Bonds and the obligation to pay interest thereon do not now and shall never constitute a debt, a liability, a general, moral, or other obligation or a pledge of the full faith and credit of the Authority, the State, or any political subdivision thereof, or a charge against the general faith and credit or taxing powers, if any, of any of them, within the meaning of any constitutional or statutory provision, but shall be secured as aforesaid, and are payable only from the funds pledged for their payment in accordance with the Bond Documents, including without limitation amounts paid by the Borrower pursuant to the Bond Documents. No holder of any of the Bonds shall have the right to compel the taxing powers, if any, of the Authority, the State, or any political subdivision thereof to pay any principal of or premium, if any, or interest on the Bonds. The Authority has no taxing power. Neither the members, officers, employees, or agents of the Authority, nor any person executing the Bonds shall be subject to personal liability or accountability by reason of the issuance of the Bonds or failure to issue or sell the Bonds. The Authority hereby pledges the revenues to be received by the Authority from the Project to secure the Bonds. The Borrower [FOR LESSEE DEALS ADD, and the Lessee] will indemnify and hold the Authority, and its members, officers, employees, and agents, and the State, and its officers, attorneys, employees, and agents, free and harmless from any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys fees and expenses or court costs arising out of, or in any way relating to, the execution or performance of the Bond Documents or any other documents in connection therewith or any other cause whatsoever pertaining to the Project (including without limitation any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order, or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste, substance, or material), or the Bonds, including the issuance or sale of the Bonds, or failure to issue or sell the Bonds, actions taken under the Bonds, the Bond Documents, or any other cause whatsoever pertaining to the Project or the Bonds, except in any case as a result of the gross negligence or willful misconduct of the Authority. Section 5. Authorization of Execution of Documents. In order to secure the payment of the principal of and premium, if any, and interest on the Bonds, the Authorized Signatories, or any of them, are hereby authorized and directed to execute (by manual or facsimile signatures affixed in accordance with Section 7 below), acknowledge, and deliver, in the name and on behalf of the Authority, [the Bond Indentures, the Loan Agreements, the Bond Purchase and Loan Agreements and the Bond Purchase Agreements] (collectively, the Bond Documents), in substantially the respective forms submitted to the Authority, with such changes therein as such Authorized Signatories, or any of them, with the advice of counsel, may approve and determine to be advisable, and in the best interests of the Authority, and in conformance with this Resolution, as conclusively evidenced by the execution thereof. The documents before this meeting, including, but not limited to, the Bond Documents have been approved in substantially the forms submitted. The Public Finance Director is hereby directed to keep such forms of the Bond Documents on file in the office of the Authority. [Section #. Official Statements. At the request of the Borrower, the Underwriter is hereby appointed to act as underwriter with respect to the Bonds. The Underwriter is hereby authorized to distribute the Official Statements prepared by the Borrower to potential purchasers of the Bonds. If necessary under the Securities and Exchange Commission Rule 15c2-12, an Authorized Signatory is hereby authorized and directed to deem the section of the Official Statements under the captions THE AUTHORITY and LITIGATION Authority final as of its date, except for the omission of the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings, and such other terms of the Bonds as depend of the foregoing term and the identity of the underwriter.] [FOR DIRECT PLACEMENTS EXCLUDE THE PRECEEDING SECTION] Section 6. General. The Authorized Signatories, or any of them, are hereby authorized and directed, in the name of and on behalf of the Authority, to execute (by manual or facsimile signature in accordance with Section 7 below), any and all instruments, documents, and certificates, perform any and all acts, approve any and all matters, and do any and all things deemed by them, or any of them, to be necessary or desirable in order to carry out the purposes of this Resolution (including the preambles hereto), the financing, refinancing, or reimbursing of the Project Costs, the issuance and sale of the Bonds pursuant to the Bond Documents, and the securing of the Bonds under such Bond Documents. Section 7. Signature Stamp. The Authority hereby authorizes the use of a signature stamp of the Authorized Signatories on all documents (excluding the IRS Form 8038) necessary or desirable in connection with the issuance of the Bonds. Each Authorized Signatory may authorize, in a writing executed with a manual signature, general counsel of the Authority or any other agent or employee of the Authority, to affix a stamp of such officers signature to such documents, and such authorization constitutes the approval by such officer of such documents, and the Authority hereby agrees to be bound by any document executed in such manner. Section 8. Invalidity. If any section, paragraph, clause, or provision of this Resolution shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any of the remaining sections, paragraphs, clauses, or provisions. Section 9. Conflicts. All ordinances, resolutions, and orders, or parts thereof, in conflict with the provisions of this Resolution, are, to the extent of such conflict, hereby repealed. Section10. Effective Date. This Resolution shall be in full force and effect immediately upon its passage. 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