04-13-15 Agenda, Packet & Committee Meeting Notice

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#4382 -14 which have been incorporated as Attachments C and G respectively into the Qualified Provider Agreement, Exhibit 1 hereto. This version was ratified by the City's Board of Public Works (the "Board of Public Works ") in Resolution No. 08 -2015 at a public meeting held February 24, 2015. The final Qualified Provider Agreement is attached hereto as Exhibit 1, and the Board of Works Resolution approving it is attached hereto as Exhibit 2. The City's Department of Law believes Exhibit 1 hereto to be consistent with and in conformity with the legal requirements of IC 36 -1 -12.5. The City also intends, to the extent permitted by law and to the extent determined necessary by the City signatories, to enter into a separate, specifically designated Guaranteed Savings Contract in accordance with Indiana Code 36 -1 -12.5, as amended, by and between the City and the Qualified Provider, for the Conservation Measure Projects (the "GS Contract ".) In accordance with Indiana Code 36- 1- 12.5 -7, as amended, the City also intends to execute and deliver an Installment Payment Contract, Series 2015, which may bear tax- exempt or taxable interest rates based on negotiations with Banc of America Leasing & Capital, LLC or its affiliated entity (collectively, the "Lender "), and to the extent it bears taxable interest rates, will be issued as a direct pay qualified energy conservation bond under Sections 54A, 54D and 6431 of the Internal Revenue Code of 1986, as amended and in effect on the date of execution and delivery thereof (the "IP Contract "), in the aggregate principal amount not to exceed $4,250,000, the proceeds of which will be used to pay for a portion of the costs of (a) the installation of the Conservation Measure Projects, (b) the interest, if any, paid on the IP Contract as determined by the Board of Public Works at the time of execution and delivery of the IP Contract, and (c) executing and delivering the IP Contract and the costs associated therewith (clauses (a) through and including (c), collectively, the "2015 GSC Expenditures "). In connection with the IP Contract, the City intends to enter into a direct purchase agreement with the Lender (the "Direct Purchase Agreement "), setting forth the commitment of the parties to enter into the IP Contract and the conditions and requirements in connection therewith. The City will deposit the proceeds of the IP Contract into one or more escrow accounts established under an escrow agreement (the "Escrow and Account Control Agreement "), by and among the City, the Qualified Provider, the Lender and Bank of America, N.A., as escrow agent (the "Escrow Agent "), and will be disbursed to pay a portion of the 2015 GSC Expenditures in the manner set forth in the Escrow and Account Agreement. The remaining portion of the cost of the 2015 GSC Expenditures shall be paid through an additional appropriation from the City's Fund No. 671- Century Center Capital Improvement Fund (the "Century Center Capital Improvement Fund ") in the amount of $242,000 and from a payment of $558,000 from the St. Joseph County Hotel -Motel Tax Board of Managers from funds held in the St. Joseph County Hotel -Motel Tax Fund as maintained by St. Joseph County, Indiana. The City also desires to establish a new fund of the City for the payment of amounts owing under the IP Contract to be designated Fund No. 672 - Century Center Energy Conservation Debt Service Fund (the "Century Center Energy Conservation Debt Service Fund "), and to establish an Installment Payment Account (the "IP Account ") and a Reserve Account (the "Reserve Account ") P]