Loading...
HomeMy WebLinkAboutResolution RC-36-11 Inner City Road or C:. gg S`. JEFFERSONVILLE REDEVELOPMENT COMIVIISSION RESOLUTION NO RC -36- 11 BOND RESOLUTION [Inner City Road — Stormwater Conveyance System] 1638286 { TABLE OF CONTENTS P age SECTION 1. DEFINITIONS 3 SECTION 2. GRANTING CLAUSES 5 SECTION 3. THE NOTES AND THE BONDS 7 SECTION 4. FORM OF THE NOTES AND THE BONDS 13. SECTION 5. SALE OF THE NOTES AND THE BONDS 20 SECTION 6. DELIVERY OF INSTRUMENTS 21 SECTION 7. NOTE PURCHASE AGREEMENT, BOND PURCHASE AGREEMENT 21 SECTION 8. OFFICIAL STATEMENT; INVESTMENT LETTERS 22 SECTION 9. EXECUTION OF THE NOTES AND THE BONDS 24 SECTION 10. CONTINUING DISCLOSURE 24 SECTION 11. REDEVELOPMENT DISTRICT CAPITAL FUND 24 SECTION 12. FLOW OF FUNDS 25 SECTION 13. TAX COVENANTS 27 SECTION 14. ISSUANCE OF ADDITIONAL BONDS 29 SECTION 15. CONTRACTUAL NATURE OF THIS RESOLUTION 30 SECTION 16. DEFEASANCE OF THE BONDS 31 SECTION 17. AMENDING SUPPLEMENTAL RESOLUTION 31 SECTION 18. CONSENT TO SUPPLEMENTAL RESOLUTIONS 32 SECTION 19. EVENTS OF DEFAULT 33 SECTION 20. THE REGISTRAR AND PAYING AGENT 36 SECTION 21. NOTICES 36 SECTION 22. BUSINESS DAYS 37 SECTION 23. SEVERABILITY 37 SECTION 24. REPEAL OF CONFLICTING PROVISIONS 37 SECTION 25. EFFECTIVE DATE 37 1638286 JEFFERSONVILLE REDEVELOPMENT COMMISSION F" RESOLUTION NO RC -36 -11 BOND RESOLUTION WHEREAS, IC 36 -7 -14 and IC 36 -7 -25 and all related and supplemental statutes as in effect on the issue date of the Notes (as defined below) and the Bonds (defined below) including IC 5 -1 -14 (collectively, "Act ") authorize the Redevelopment Commission ( "Commission ") of the City of Jeffersonville, Indiana ( "City "), to establish an economic development area and to establish an allocation area within an economic development area providing for the distribution of incremental property tax revenues generated within the allocation area; WHEREAS, the Commission adopted a declaratory resolution on December 22, 1995, as amended on December 1, 1999 and June 15, 2005 (collectively, as amended, "Declaratory Resolution "), and the Declaratory Resolution was confirmed by a Confirmatory Resolution adopted on February 28, 1996 ( "Confirmatory Resolution "); WHEREAS, the Commission, by the Declaratory Resolution, as confirmed by the Road Confirmatory Econom Resolution ic Develo p ( ( "O ment riginal Area " ResoArea ") lution ")and , established declared the this boundar ies to obf e thane Inner econo City economic development area, and the Area is more particularly described in the map attached to and incorporated in the Original Resolution; WHEREAS, pursuant to the Original Resolution, the Commission approved an economic development plan, as amended ( "Plan") for the Area; WHEREAS, pursuant to the Original Resolution and the Plan, the Commission has designated the entire Area as an allocation area ( "Allocation Area ") for purposes of capturing incremental ad valorem real and depreciable personal property tax revenues levied and collected in the Allocation Area to pay lease rentals and debt service on bonds issued to finance the economic development projects described below and to pay certain other costs permitted by the Act and this Resolution; WHEREAS, the Commission, after a public hearing, adopted a resolution amending the Declaratory Resolution and the Plan ( "Amending Resolution "); WHEREAS, the Original Resolution and the Amending Resolution are hereinafter collectively referred to as the "Area Resolution;" WHEREAS, the Area Resolution provides for the capture of all property taxes on the incremental assessed value of real and depreciable personal property in the Allocation Area; WHEREAS, IC 36 -7 -14 -39.5 forty in the Allocation Area payable from Tax Increment provides (as for de additional below), which credit cr edit ma taxes eliminated or reduced by resolution of the Common Council upon recommendation of the Commission; Y;- WHEREAS, the Common Council has taken no action to provide that the additional credit under IC 36 -7 -14 -39.5 does not apply in the Allocation Area; WHEREAS, the Commission has previously issued its: (i) Redevelopment District Taxable Tax Increment Revenue Bonds of 2000 ( "2000 Bonds "), originally issued in the amount of $3,000,000; (ii) Redevelopment District Taxable Tax Increment Revenue Bonds of 2005, Series B ( "2005 Bonds "), originally issued in the amount of $4,500,000, on a parity with the 2000 Bonds and (iii) Redevelopment District Tax Increment Revenue Bonds of 2008 ( "2008 Bonds "), originally issued in the amount of $2,790,000 on a parity with the 2000 and 2005 Bonds; WHEREAS, the Commission led ed the Tax Increment (as hereinafter defined) to the p g payment of rentals (the "2006 Lease Pledge ") under a lease between the Jeffersonville Building Corporation and the City (the "Lease Rental Payments ") which Lease Rental Payments are pledged to the payment of Jeffersonville Building Corporation First Mortgage Bonds, Series 2006 A in the original amount of $4,010,000 Series 2006 B in the original amount of $2,180,000 and Series 2006 C in the original amount of $4,615,000 which 2006 Lease Pledge is a Parity Obligation (as hereinafter defined); WHEREAS, the 2000 Bonds, the 2005 Bonds, the 2008 Bonds and the 2006 Lease Pledge (by operation of second sentence of Section 14 (B) of this Resolution) are hereinafter collectively referred to as the "Outstanding Bonds "; WHEREAS, the Commission, based on the advice of its financial advisor, now finds that it can meet the requirements for the issuance of obligations payable from Tax Increment on a parity with the Outstanding Bonds pursuant to the bond resolutions approving the Outstanding Bonds; WHEREAS, payment of the Bonds will be on a parity with the Outstanding Bonds; WHEREAS, the Commission has found and determined that: (i) the planning, replanning, development, and redevelopment of the Area is a public and governmental function that cannot be accomplished through the ordinary operations of private enterprise; (ii) the planning, replanning, development and redevelopment of the Area would benefit the public health, safety, morals, and welfare in, increase, the economic well -being of, and serve to protect and increase property values in, the City and the State of Indiana and would be of public utility and benefit; and (iii) the planning, replanning, development and redevelopment of the Area are public uses and purposes for which money may be spent; WHEREAS, the Commission finds and determines that in order to proceed with the planning, replanning, development and redevelopment of the Area, it is necessary for the Commission to issue special taxing district bonds of the Jeffersonville Redevelopment District ( "District "), in the name of the City, payable solely from Tax Increment, on a parity with the Outstanding Bonds, allocated and deposited as provided in this Resolution, in the aggregate principal amount not to exceed Fifteen Million Dollars ($15,000,000) ( "Bonds "), and to provide 1638286 2 fi authority to issue the Notes (as hereinafter defined) to provide interim financing for the purpose of procuring funds to be applied on the cost of economic development including the construction of certain stormwater conveyance improvements in, physically connected to, serving or benefiting the Area (as described in Exhibit A) ( "Project "), including the repayment of the Notes, funding a debt service reserve, incidental expenses incurred in connection with the Project as provided in the Act and costs associated with issuance of the Notes and the Bonds ( "Costs of the Project"); WHEREAS, the Commission estimates that the total Costs of the Project financed with Bond proceeds will not exceed $15,000,000; WHEREAS, the Commission hereby finds that it is in the best interests of the District to sell the Notes at a negotiated, private sale to a sophisticated investor or investors and to sell the Bonds at a negotiated sale or competitive bid sale to an original purchaser; WHEREAS, the Bonds to be issued under Section 3 of this Resolution are issued pursuant to the authority granted in the Act; WHEREAS, the Commission will give notice of and hold a public hearing on the proposed additional appropriation of the Bond proceeds; and WHEREAS, the Commission has notified the Department of Local Government Finance of the creation of the Area, will report to the Department of Local Government Finance the appropriation of the Note and Bond proceeds, and will obtain all approvals required by law for the issuance of the Notes and the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE JEFFERSONVILLE REDEVELOPMENT COMMISSION, AS FOLLOWS: SECTION 1. DEFINITIONS. All terms defined herein and all pronouns used in this Resolution shall be deemed to apply equally to singular and plural and to all genders. All terms defined elsewhere in this Resolution shall have the meaning given in such definition. In this Resolution, unless a different meaning clearly appears from the context: "Act" means IC 5 -1 -14, IC 36 -7 -14, IC 36 -7 -25 and IC 36 -7 -32 and all related and supplemental acts in effect on the issue date of the Notes and the Bonds. "Allocation Fund" means the special fund established under the Act for the Tax Increment collected in the Allocation Area. "Area" means the Inner City Road Economic Development Area and the Allocation Area described in the Area Resolution. "Bond Purchase Agreement" means, if the Bonds are sold pursuant to a negotiated sale, the purchase agreement to be entered into between the Bond Purchaser and the City. 1638286 3 "Bond Purchaser" means the original purchaser of the Bonds.' "Bond Resolution" or "Resolution" means this Bond Resolution, adopted by the Commission on December 21, 2011, and authorizing the issuance of the Bonds, as it may be supplemented and amended from time to time in accordance with its provisions. "Bonds" means, except where the context clearly refers to the Bonds authorized by this Resolution, the Outstanding Bonds, the Bonds authorized by this Resolution and any Parity Obligations, when, as and if issued. "Capital Fund" means the Redevelopment District Capital Fund established under the Act as described in Section 11. "City" means the City of Jeffersonville, Indiana. "Code" means the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the Bonds, and the applicable judicial decisions and published rulings and any applicable regulations promulgated thereunder. "Commission" means the Jeffersonville Redevelopment Commission. "Costs of the Project" means all costs of the Project as set forth in the recitals of this Resolution. "Debt Service" means the principal of and interest on the Bonds, lease rentals on any Parity Obligations which are leases, and any fiscal agency charges associated with the Bonds and the collection of Tax Increment for the Bonds. "Debt Service Reserve Fund" means the Debt Service Reserve Fund continued under Section 12. "Debt Service Reserve Requirement" means the least of (i) maximum annual principal and interest due on the Bonds; or (ii) 10% of the proceeds of the Bonds or (ii) 125% of average annual debt service on the Bonds. "District" means the Jeffersonville Redevelopment District. "Note Purchase Agreement" means the purchase agreement for the Notes authorized by Section 7. "Note Purchaser" means the original purchaser of the Notes. "Notes" means the Bond Anticipation Notes authorized by Section 3 if any shall be issued hereunder. "Notice Address" means with respect to the City and the Commission: 1638286 4 ik City and Commission: City of Jeffersonville 500 Quartermaster Court Jeffersonville, Indiana 47130 Attention: Redevelopment Director Bond Purchaser: To the address set forth in the Bond Purchase Agreement The notice addresses of the Registrar and Paying Agent, if any, shall be set forth in the Acceptance attached hereto. "Owner" means a registered owner of the Bonds. "Parity Obligations" means the 2006 Lease Pledge (as hereinbefore defined) and any other obligations (including leases and pledges of Tax Increment permitted by the Act) of the Commission issued on a parity with the Bonds (as to the pledge of Tax Increment) under Section 14. "Paying Agent" means the Controller of the City or the Paying Agent so designated under Section 3(G) or any successor Paying Agent appointed under this Resolution. ti "Project" means the construction of a portion of certain stormwater conveyance improvements as described in Exhibit A. "Qualified Investments" means any direct obligation of the United States of America or other investments in which the Commission is permitted by Indiana law to invest at the time of investment. "Registrar" means the Controller of the City or the Registrar so designated under Section 3(G) or any successor Registrar appointed under Section 3(G) of this Resolution. "State" means the State of Indiana. "Surplus Fund" means the Surplus Fund continued under Section 12. "Tax Increment" means all real property tax proceeds from assessed valuation of real and depreciable personal property in the Allocation Area in excess of the assessed valuation described in IC 36- 7- 14- 39(b)(1) minus the additional credit under IC 36 -7 -14 -39.5, as such statutory provision exists on the date of the issuance of the Bonds or as reduced by the Commission pursuant to IC 36- 7- 14- 39(b)(3) and 50 IAC 8 -2 -4. SECTION 2. GRANTING CLAUSES. 1638286 5 (A) The Commission, in consideration of the prem ises and of the p urchase and acceptance of the Bonds by the Owners, in order to secure the payment of the Debt Service on the Bonds, according to their tenor and effect and to secure the performance and observance by the Commission of all covenants expressed or implied herein and in the Bonds, does hereby pledge the rights, interests, properties, money and other assets described below for the benefit of the Owners of the Bonds for the securing of the performance of the obligations of the Commission set forth in this Resolution, such pledge to be effective as set forth in IC 5- 1 -14 -4 without the recording of this Resolution or any other instrument: (1) All cash and securities now or hereafter held in the Capital Fund, the Debt Service Reserve Fund and the Allocation Fund, on a parity with the Outstanding Bonds, and the investment earnings thereon and all proceeds thereof (except to the extent transferred or disbursed from such funds and accounts from time to time in accordance with this Resolution); (2) All Tax Increment, on a parity with the Outstanding Bonds, required to b e deposited for the benefit of the Bonds or for the benefit of any subordinate obligations; (3) Any money hereinafter pledged to the Owners as security to the extent of that pledge; provided, however, that if the Commission shall pay or cause to be paid, or there shall otherwise be paid or made provision for payment of Debt Service on the Bonds due, or to become due thereon, at the times and in the manner mentioned in the Bonds, and shall pay or cause to be paid or there shall otherwise be paid or made provision for payment to the Owners of the outstanding Bonds of all sums of money due or to become due according to the provisions hereof, then this Resolution and the rights hereby granted shall cease, terminate and be void; otherwise this Resolution shall be and remain in full force and effect. (B) The Commission, in consideration of the premises and of the purchase and acceptance of the Notes by the Note Purchaser according to their tenor and effect and to secure the performance and observance by the Commission of all covenants expressed or implied herein and in the Notes, does hereby pledge the proceeds of the Bonds to the repayment of the Notes for the benefit of the owners of the Notes for the securing of the performance of the obligations of the Commission set forth in this Resolution, such pledge to be effective as set forth in IC 5 -1 -14- 4 without recording of this Resolution or any other instrument; provided, however, that if the Commission shall pay or cause to be paid, or there shall otherwise be paid or made provision for payment of debt service on the Notes due, or to become due thereon, at the times and in the manner mentioned in the Notes, and shall pay or cause to be paid or there shall otherwise be paid or made provision for payment to the owners of the outstanding Notes of all sums of money due or to become due according to the provisions hereof, then this Resolution and the rights hereby granted shall cease, terminate and be void; otherwise this Resolution shall be and remain in full force and effect. (C) This Resolution further witnesseth, and it is expressly declared, that all Notes and Bonds issued and secured hereunder are to be issued, authenticated and delivered, and all these properties, rights and interests, including, without limitation, the amounts hereby pledged, are to 1638286 6 be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Commission has agreed and covenanted, and does hereby agree and covenant, with the respective Owners, from time to time, of the Notes and Bonds, or any part thereof, as provided in this Resolution. SECTION 3. THE NOTES AND THE BONDS. (A) (1) The Commission, acting in the name of the City, may issue the Notes for the purpose of procuring interim financing to apply to the Costs of the Project. The Commission may issue the Notes in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) to be designated "Redevelopment District Bond Anticipation Notes." The Notes shall be dated as of the date of delivery and shall bear interest on the amount borrowed at a rate or rates not to exceed eight percent (8 %) per annum (to be determined by negotiation with the Note Purchaser), which interest is payable at maturity or upon redemption prior to maturity. Interest shall be calculated on the basis of a 360 day year and the actual number of days elapsed. The Notes shall be sold at no less than 99% of the par value thereof The initial term of the Notes shall not exceed the two (2) years from the date of the original issuance of Notes, and may be renewed or extended, without further resolution by the Commission, for an additional three years. The Notes are subject to prepayment in whole or in part at the option of the Commission on any date after the date that is no more than two (2) years after the issue date of the Notes (as negotiated with the Note Purchaser), upon twenty (20) days' written notice to the registered owners of the Notes at their face value plus interest accrued to the redemption date. The Notes shall be issued in fully registered form and shall be lettered and numbered separately from 1 consecutively upward and with such further or alternate designation as the Registrar may determine and shall be issued in denominations of $5,000 or in integral multiples thereof. The principal of and interest on the Notes are payable solely from proceeds of the Notes and the Bonds, and the Commission, acting in the name of the City, shall have no obligation to repay the principal of or interest on the Notes except from proceeds of the Notes and the Bonds. The Commission may receive payment on the Notes in installments. (2) The Commission further finds that all or a portion of the Costs of the Project may be paid from proceeds of the Notes and from proceeds of the Bonds under the Act and that the Project will provide special benefits to property owners in the Area and will be of public use and benefit. (B) For the purpose of procuring funds to be applied to the Costs of the Project, the Commission, acting in the name of the City, shall borrow the principal amount not to exceed Fifteen Million Dollars ($15,000,000) at a purchase price of not less than 99% of the par value thereof, and shall be issued in the denomination of Five Thousand Dollars ($5,000) each and integral multiples thereafter. The Controller is hereby authorized and directed to issue and sell to the Bond Purchaser the Bonds, payable, as set forth in Sections 2 and 12, from Tax Increment, on a parity with the Outstanding Bonds, and investment earnings on any cash or securities held in any of the funds or accounts established under this Resolution. The Bonds shall be issued by the Commission in the name of the City, in one or more series, and shall be designated "Redevelopment District Tax Increment Revenue Bonds of 20_ (to be completed with the year in which issued) Series ." The purchase price of the Bonds, together with investment earnings on 1638286 7 the proceeds of the Bonds, does not exceed the total as estimated by the Commission of all Costs of the Project. The Bonds may be paid for in installments. (C) (1) The Bonds shall be issued in fully registered form and shall be lettered and numbered separately from one consecutively upward in order of maturity preceded by the letter "R" and with such further or alternate designation as the Registrar may determine. (2) The Bonds shall be dated as of the issue date and bear interest at a rate or rates of not to exceed eight percent (8 %) per annum (as determined by negotiation with the Bond Purchaser). Interest on the Bonds shall be payable on each January 15 and July 15 beginning on the first January 15 or the first July 15 that is at least six months after the issue date of the Bonds and shall accrue on a basis of twelve 30 -day months for a 360 -day year The Bonds shall mature semiannually on January 15 and July 15 over a period ending no later than the first January 15 or July 15 that is more than fourteen years after the date of issuance of the Bonds, in such amounts as will retire the Bonds as soon as feasible while providing adequate coverage to market the Bonds. (3) The Bonds of this issue maturing no less than 10 years from the date of issuance, and thereafter, may be (upon the advice of the Commission's financial advisor) redeemable at the option of the Commission on January 15, 2021, and on any date thereafter, upon thirty (30) days' written notice, in whole or in part, in order of maturity determined by the Commission and by lot within maturities, at face value, with no premium, plus in each case accrued interest to the date fixed for redemption. (D) All or a portion of the Bonds may be issued as one or more term bonds, upon election of the Bond Purchaser. Such term bonds shall have a stated maturity or maturities as determined by the Bond Purchaser, but not later than the last serial maturity of the Bonds as determined in the above paragraph. The term Bonds shall be subject to mandatory sinking fund redemption and final payment(s) at maturity at 100% of the principal amount thereof, plus accrued interest to the redemption date, on principal payment dates in accordance with the above schedule. (E) Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall be given to the Registrar at least 45 days prior to the date fixed for redemption and by the Registrar at least 30 days prior to the date fixed for redemption (unless this notice is waived by the Owner) by sending written notice by certified or registered mail to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books of the Registrar. Failure to give such notice by mailing, or any defect therein with respect to any Bond, shall not affect the validity of any proceeding for the redemption of other Bonds. Such notice shall state the redemption date, the redemption price, the amount of accrued interest, if any, payable on the redemption date, the place at which Bonds are to be surrendered for payment and, if less than the entire principal amount of a Bond is to be redeemed, the portion thereof to be redeemed. By the date fixed for redemption, due provision shall be made with the Registrar for the payment of the redemption price of the Bonds to be redeemed, plus accrued interest, if any, to the date fixed for redemption. When the Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same as herein provided, the Bonds or 1638286 8 portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners of such Bonds to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption, provided that funds for their redemption are on deposit at the place of payment at that time. (F) If fewer than all of the Bonds of a maturity are to be redeemed, the Registrar will select the particular Bonds to be redeemed by lot in such manner as it deems fair and appropriate. Each Five Thousand Dollars ($5,000) principal amount shall be considered a separate bond for purposes of redemption. If any Bonds are subject to optional and mandatory sinking fund redemption on the same date, the Registrar shall select by lot the Bonds for optional redemption before selecting the Bonds for mandatory sinking fund redemption. (G) (1) The Controller of the City shall serve as the initial Registrar and the Paying Agent for the Notes and the Bonds. The Controller may appoint a duly qualified bank as Registrar and Paying Agent, which Registrar and Paying Agent will be charged with the performance of the duties and responsibilities of Registrar and Paying Agent as set forth herein. The Registrar and Paying Agent for the Notes and the Bonds if other than the Controller, shall signify its acceptance of its duties by executing the acceptance attached to this Resolution. The Commission is further authorized to pay such fees , as the Registrar and Paying Agent may charge for the services provided as Registrar and Paying Agent and such fees may be paid from the Allocation Fund as Debt Service in addition to paying the principal of and interest on the Notes and the Bonds or from the Surplus Fund. (2) The Mayor and the Controller are hereby authorized, on behalf of the Commission, to enter into such agreements or understandings with the Registrar and Paying Agent as will enable it to perform the services required of it. (H) (1) The Notes and the Bonds shall be authenticated with the manual signature of an authorized representative of the Registrar on the Certificate of Authentication. No Note or Bond shall be valid or become obligatory for any purpose until the Certificate of Authentication on such Note or Bond, respectively, shall have been so executed. Subject to the provisions hereof for registration, the Notes and the Bonds shall be negotiable under the laws of the State of Indiana. (2) If any Note or Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new Note or Bond which in all respects shall be identical to the Note or Bond which was mutilated, lost, stolen or destroyed including like date, maturity, series and denomination, except that such new Note or Bond shall be marked in a manner to distinguish it from the Note or Bond for which it was issued; provided that in the case of any Note or Bond being mutilated, such mutilated Note or Bond shall first be surrendered to the City and the Registrar; and in the case of Notes or Bonds being lost, stolen or destroyed, there shall be first furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. If any such lost, 1638286 9 stolen or destroyed Note or Bond shall have matured and be payable in accordance with its terms, instead of issuing a duplicate Note or Bond the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof The City and the Registrar may charge the owner of the Note or Bond with their reasonable fees and expenses in connection with the above. Every substitute Note or Bond issued by reason of the Note or Bond being lost, stolen or destroyed shall, with respect to such Note or Bond, constitute a substitute contractual obligation of the City, whether or not the lost, stolen or destroyed Note or Bond shall be found at any time, and every such Note or Bond shall be entitled to all the benefits of this Resolution, equally and proportionately with any and all other Notes or Bonds duly issued hereunder. (3) Each Note or Bond shall be transferable or exchangeable only upon the books of the Commission kept for that purpose at the office of the Registrar by the owner thereof in person, or by its attorney duly authorized in writing, upon surrender of such Note or Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the owners or its attorneys duly authorized in writing, and thereupon a new fully registered Note, Notes, or Bond or Bonds, as the case may be, in the same principal amount and of the same series and maturity, shall be executed and delivered in the name of the transferee or transferees or the owners, as the case may be, in exchange therefor. The Registrar shall not be obligated to make any exchange or transfer of Notes or of Bonds following the fifteenth day immediately preceding an interest payment date on any Notes of Bonds until such interest payment date. The Registrar shall not be obligated (a) to register, transfer or exchange any Note or Bond during a period of fifteen (15) days next preceding mailing of a notice of redemption of the Notes and Bonds, or (b) to register, transfer or exchange the Notes or Bond selected, called or being called for redemption in whole or in part after mailing notice of such call. The City and the Registrar for the Notes or Bonds may treat and consider the person in whose name such Note or Bond is registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or an account of, the principal thereof. The Notes or Bonds may be transferred or exchanged without cost to the owners except for any tax or government charge required to be paid with respect to the transfer or exchange, which taxes or governmental charges are payable by the person requesting such transfer or exchange. (I) The City has determined that it may be beneficial to the City to have the Bonds held by a central depository system pursuant to an agreement between the City and The Depository Trust Company, New York, New York ( "Depository Trust Company") and have transfers of the Bonds effected by book -entry on the books of the central depository system ( "Book Entry System "). The Bonds may be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Bonds. In such case, upon initial issuance, the ownership of such Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company. With respect to the Bonds registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, the City and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner ( "Beneficial Owner ")) of the Bonds with respect to (i) the accuracy of the 1638286 1 0 records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any notice with respect to the Bonds including any notice of redemption, or (iii) the payment to any bondholder (including any Y p (...) p Ym y (� g Y Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise provided herein. No person other than the Depository Trust Company shall receive an authenticated Bond evidencing an obligation of the City to make payments of the principal of and premium, if any, and interest on the Bonds pursuant to this Resolution. The City and the Registrar and Paying Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted to be given to bondholders with respect to such Bonds; (iii) registering transfers with respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the City's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the City of written notice to the effect that the Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this Resolution shall refer to such new nominee of the Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, to the Depository Trust Company as provided in a representation letter from the City to the Depository Trust Company. Upon receipt by the City of written notice from the Depository Trust Company to the effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of the Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the register of the City kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, but may be registered in whatever name or names the bondholders transferring or exchanging the Bonds shall designate, in accordance with the provisions of this Resolution. If the City determines that it is in the best interest of the bondholders that they be able to obtain certificates for the fully registered Bonds, the City may notify the Depository Trust Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial Owners of the availability through the Depository Trust Company of certificates for the Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the 1638286 1 1 1 1 , Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever the Depository Trust Company requests the City and the Registrar to do so, the Registrar and the City will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause said Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such Bonds printed until it shall have received from the City indemnification for all costs and expenses associated with such printing. In connection with any notice or other communication to be provided to bondholders by the City or the Registrar with respect to any consent or other action to be taken by bondholders, the City or the Registrar, as the case may be, shall establish a record date for such consent or other action and give the Depository Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. So long as the Bonds are registered in the name of the Depository Trust Company or CEDE & CO. or any substitute nominee, the City and the Registrar and Paying Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Bonds or from the Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the Bonds and setting for the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and the Depository Trust Company, to the same extent as if such consent, advice, direction, demand or vote were made by the bondholders for purposes of this Resolution and the City and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the bondholders. Along with any such certificate or representation, the Registrar may request the Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the dollar amount of each Beneficial Owner's interest in the Bonds and the current addresses of such Beneficial Owners. (J) The Notes and the Bonds shall be payable in lawful money of the United States of America. The principal (except for mandatory sinking fund and optional redemption payments) of the Bonds shall be payable upon presentation at the office of the Paying Agent. Mandatory sinking fund payments, optional redemption payments and interest on the Bonds shall be paid by check mailed to each owner at the address as it appears on the registration books kept by the Registrar as of the fifteenth day immediately preceding the interest payment date or at such other address as provided to the Registrar in writing by such owner. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same -day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m. (New York City time). 1638286 12 (K) THE NOTES DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE CITY, BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL TAXING DISTRICT, PAYABLE SOLELY FROM PROCEEDS OF THE NOTES AND OF THE BONDS WHEN, AS, AND IF ISSUED. THE DISTRICT IS NOT OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE NOTES FROM ANY SOURCE OTHER THAN THE PROCEEDS OF THE NOTES AND THE BONDS. (L) THE BONDS DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE CITY, BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE CITY, PAYABLE SOLELY FROM TAX INCREMENT, ON A PARITY WITH THE OUTSTANDING BONDS, AND INVESTMENT EARNINGS ON ANY CASH OR SECURITIES HELD IN ANY OF THE FUNDS OR ACCOUNTS ESTABLISHED UNDER THIS RESOLUTION. THE DISTRICT IS NOT OBLIGATED TO PAY THE DEBT SERVICE ON THE BONDS FROM ANY SOURCE OTHER THAN THE SOURCES DESCRIBED ABOVE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE CITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. SECTION 4. FORM OF THE NOTES AND THE BONDS. (A) Form of the Bonds. The form and tenor of the Bonds shall be substantially as follows (all blanks to be properly completed prior to the preparation of the Bonds): [Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ( "DTC "), to the City of Jeffersonville, Indiana, or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF CLARK JEFFERSONVILLE REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 20_ SERIES Maturity Original Interest Authentication Date Date Rate Date CUSIP 1638286 1 3 REGISTERED OWNER: PRINCIPAL AMOUNT: The Jeffersonville Redevelopment Commission ("Commission"), acting in the name of the City of Jeffersonville, Indiana ( "City "), for value received, hereby acknowledges itself from Tax Increment, on a parity and promises to pay, but solely fro , p Y with the Outstanding Bonds (each as defined in the Bond Resolution defined below), and the funds held under the Bond Resolution to the Registered Owner (named above) or registered assigns, the Principal Amount set forth above (unless paid or redeemed earlier as hereinafter provided), and to pay interest thereon until the Commission's obligation with respect to the payment of the Principal Sum shall be discharged at the rate per annum specified above, from the interest date to which interest has been paid next preceding the date of authentication of this Bond from the interest payment date immediately preceding the date of authentication of this Bond unless this Bond is authenticated on or before , 20_, in which case interest shall be paid from the Original Date, or unless this Bond is authenticated between the fifteenth day preceding an interest payment date and the interest payment date, in which case interest shall be paid from such interest payment date. Interest shall be payable on January 15 and July 15 of each year, commencing , 20 . Interest shall be calculated on the basis of twelve 30 -day months for a 360 -day year. The principal of and premium, if any, on this Bond is payable in lawful money of the United States of America upon presentation at the office of , located in the of , Indiana ( "Paying Agent" "Registrar ") or at the principal corporate trust office of any successor paying agent appointed under the Bond Resolution hereinafter defined. Interest on this Bond shall be paid by check mailed to the registered owner of this Bond at the address as it appears on the registration books kept by the Registrar as of the fifteenth day immediately preceding the interest payment date or at such other address as is provided to the Registrar in writing by the registered owner. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same -day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall wire transfer payments by 1:00 p.m. (New York City Time) so such payments are received at the depository by 2:30 p.m. (New York City Time). The Bonds shall be initially in a Book Entry System (as defined in the Bond Resolution). The provisions of this Bond and of the Bond Resolution are subject in all respects to the provisions of the Letter of Representations between the City and The Depository Trust Company, or any substitute agreement, effecting such Book Entry System. THIS BOND DOES NOT CONSTITUTE A CORPORATE OBLIGATION OF THE CITY, BUT CONSTITUTES AN OBLIGATION OF THE JEFFERSONVILLE REDEVELOPMENT DISTRICT ("DISTRICT ") AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE CITY, PAYABLE SOLELY FROM TAX INCREMENT, ON A PARITY WITH THE OUTSTANDING BONDS, AND INVESTMENT EARNINGS ON ANY CASH 1638286 14 OR SECURITIES HELD IN ANY OF THE ACCOUNTS OR FUNDS ESTABLISHED UNDER THE BOND RESOLUTION. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE CITY IS PLEDGED TO PAY THE PRINCIPAL OF OR INTEREST ON THIS BOND. This Bond is one of an authorized issue of bonds of the District of the City with an aggregate principal amount of $ designated "Redevelopment District Tax Increment Revenue Bonds of 20 Series _ ( "Bonds "). The Bonds are numbered and are issued consecutively from R -1 upwards an pursuant to the Bond Resolution adopted by the p Jeffersonville Redevelopment Commission ( "Commission ") on December 21, 2011, as I Resolution No. RC -36 -11 ("Bond Resolution") and in strict compliance wit h IC 5-1-14, IC 36-7 - 14, IC 36 -7 -25, IC 36 -7- 32 and all related and supplemental acts as in effect on the issue date of the Bonds (collectively, "Act "), to procure funds to be applied to the Costs of the Project (as defined in the Bond Resolution), including issuance expenses of the Bonds and a debt service reserve. The Project consists of the construction of a portion of certain stormwater conveyance improvements in, physically connected to, serving or benefiting the Inner City Road Economic Development Area, an economic development area under the Act. The Bonds are all equally and ratably secured by and entitled to the protection of the Bond Resolution. Parity Obligations (defined in the Bond Resolution) may also be issued as described below. To secure payment of the Debt Service (as defined in the Bond Resolution) on the Bonds and performance of all other covenants of the City and the District under the Bond Resolution, the Commission, acting in the name of the City, pursuant to the Bond Resolution, has pledged Tax Increment on a parity with the pledge to the Outstanding Bonds and the funds and accounts held under the Bond Resolution to the Bonds. Reference is hereby made to the Bond Resolution for a description of the rights, duties and obligations of the Commission, the District, and the owner of the Bonds, the terms and conditions upon which the Bonds are issued and the terms and conditions upon which the Bonds will be paid at or prior to maturity, or will be deemed to be paid and discharged upon the making of provisions for payment therefor. Copies of the Bond Resolution are on file at the office of the Commission. THE OWNER OF THIS BOND, BY ACCEPTANCE OF THIS BOND, HEREBY AGREES TO ALL OF THE TERMS AND PROVISIONS IN THE BOND RESOLUTION. [The Bonds of this issue maturing on , 20_, and thereafter, are redeemable at the option of the Commission, on , 20_, and on any date thereafter, upon thirty (30) days' written notice, in whole or in part, in order of maturity determined by the Commission and by lot within maturities, at face value, with no premium, plus in each case accrued interest to the date fixed for redemption.] 1638286 15 y � y [The Bonds maturing on 15, 20_ are subject to mandatory sinking fund redemption prior to maturity, at a redemption price equal to the principal amount thereof plus accrued interest, on the dates and amounts set forth below: Term Bond Date Amount * * Final Maturity] Each Five Thousand Dollar ($5,000) principal amount shall be considered a separate bond for purposes of optional [and mandatory] redemption. If less than an entire maturity is called for redemption, the bonds to be redeemed shall be selected by lot by the Registrar. [If some Bonds are to be redeemed by optional redemption and mandatory sinking fund redemption on the same date, the Registrar shall select by lot the Bonds for optional redemption before selecting the Bonds by lot for the mandatory sinking fund redemption.] Notice of any redemption shall be given by the Registrar at least 30 days prior to the date fixed for redemption (unless notice is waived by the Owners of the Bonds) by sending written notice by certified or registered mail to the Owners of the Bonds to be redeemed in whole or in part at the address shown on the registration books of the Registrar. Failure to give such notice by mailing, or any defect therein with respect to any Bond, shall not affect the validity of any proceeding for the redemption of other Bonds. Such notice shall state the redemption date, the redemption price, the amount of accrued interest, if any, payable on the redemption date, the place at which the Bonds are to be surrendered for payment and, if less than the entire principal amount of the Bond is to be redeemed, the portion thereof to be redeemed. By the date fixed for redemption, due provision shall be made with the Registrar for the payment of the redemption price of the Bonds to be redeemed, plus accrued interest, if any, to the date fixed for redemption. When the Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners of such Bonds to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption, provided that funds for their redemption are on deposit at the place of payment at that time If fewer than all of the Bonds are to be redeemed, the Registrar will select the particular Bonds to be redeemed by lot in such manner as it deems fair and appropriate. Each principal amount shall be considered a separate bond for purposes of redemption. The Commission reserves the right to authorize and issue additional bonds or enter into leases payable out of Tax Increment as provided in the Bond Resolution. 1638286 16 The Commission ommission may, without the consent of, or notice to, the registered owners of this Bond, adopt a supplemental resolution to the Bond Resolution under certain circumstances as described in the Bond Resolution. The owners of not less than fifty -one percent (51%) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in the Bond Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Commission of such supplemental resolutions as shall be deemed necessary and desirable by the Commission for the purpose of modifying, altering, amending, adding to or rescinding, in any . particular, any of the terms or provisions contained in the Bond Resolution or in any supplemental resolution other than those provisions covered by the paragraph above. This Bond is transferable or exchangeable only upon the books of the Commission kept for that purpose at the office of the Registrar by the Registered Owners in person, or by its attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered Owners or its attorney duly authorized in writing, and thereupon a new fully registered or Bond in the same aggregate principal amount and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the Registered Owners, as the case may be, therefor. The Registrar shall not be obligated to (a) register, transfer or exchange the Bonds during a period of fifteen (15) days, next preceding mailing of a notice of redemption of the Bonds, or to register, transfer or exchange the Bonds selected, called or being called for redemption in whole or in part after mailing notice of such call. The City and the Registrar may treat and consider the person in whose name this Bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof This Bond may be transferred or exchanged without cost to the Registered Owners except for any tax or governmental charge required to be paid with respect to the transfer or exchange, which taxes or governmental charges are payable to the person requesting such transfer or exchange. This Bond shall be issued in fully registered form in Five Thousand Dollars ($5,000) denominations or in any integral multiple thereof If this Bond shall have become due and payable in accordance with its terms or shall have been duly called for redemption or irrevocable instructions to call this Bond or a portion thereof for redemption shall have been given, and the whole amount of the principal of and interest so due and payable on this Bond or portion thereof then outstanding shall be paid or (i) sufficient moneys, or (ii) noncallable, direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) obligations of any state of the United States of America or any political subdivision thereof, the full payment of principal of and interest on which (a) are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an irrevocable deposit of securities described in clause (ii) and are not subject to call or redemption by the issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the 1638286 1 7 redemption, then and in that case this Bond shall no longer be deemed outstanding or an indebtedness of the District. It is hereby certified, recited and declared that all acts, conditions and things required to be done precedent to and in the execution, issuance, sale and delivery of this Bond have been properly done, happened and performed in regular and due form as prescribed by law, and that the total indebtedness of the District, including the Bonds, does not exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the authorized representative of the Registrar. IN WITNESS WHEREOF, the Jeffersonville Redevelopment Commission has caused this Bond to be executed by the manual or facsimile signature of the Mayor, in the name of the City for and on behalf of the District of the City, and attested by the manual or facsimile signature of the Controller of the City, who has caused the seal of City to be impressed or a facsimile thereof to be printed hereon. CITY OF JEFFERSONVILLE, INDIANA Mayor (SEAL) Attest: Controller 1638286 1 8 REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Bond Resolution. as Registrar Authorized Representative The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common • UNIF TRANS MIN ACT - Custodian (Cust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in list above. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (insert name, address and federal tax identification number) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney to transfer the within Bond on the books kept for the registration thereof with full power of substitution in the premises. 1638286 19 Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment An eligible guarantor institution participating must correspond with the name as it appears on in a Securities Transfer Association recognized the face of the within Bond in every particular, signature guarantee program without alteration or enlargement or any change whatsoever. (End of Bond Form) (B) Form of Notes. The form of any Notes shall be set forth in the Note Purchase Agreement. (C) Form of Parity Obligations. The form of any Parity Obligations shall be set forth in the resolution approving the issuance of such Parity Obligations. SECTION 5. SALE OF THE NOTES AND THE BONDS. (A) The Controller is hereby authorized and directed to sell the Notes to the Note Purchaser at a negotiated sale upon receipt of the purchase price or the initial draw in immediately available funds. Prior to the delivery of the Notes, the Controller shall obtain a legal opinion addressed to the Commission as to the validity of the Notes from Bingham McHale LLP of Indianapolis, Indiana, bond counsel, and shall furnish such opinion to the Note Purchaser. The cost of such opinion shall be considered as a part of the cost incidental to these proceedings and shall be paid out of the proceeds of the Notes. The proceeds of the Notes shall be deposited in the Capital Fund and applied to the Costs of the Project. (B) After completion of all the necessary legal requirements for the marketing of the Bonds, the Controller is hereby authorized and directed to sell the Bonds to the Bond Purchaser at a negotiated private sale, upon receipt of the purchase price in immediately available funds, pursuant to the terms of the Bond Purchase Agreement. The Bonds shall be sold to the Bond Purchaser at a price of not less than 99% of par. The Controller is hereby authorized and directed to deliver the Bonds to the Bond Purchaser thereof after sale made in accordance with the provisions of this Resolution, provided that at the time of the delivery the Controller shall collect the purchase price. The proceeds derived from the sale of the Bonds shall be and are hereby .set aside for application on the Costs of the Project including issuance expenses and funding a debt service reserve. The proper officers of the City are hereby directed to draw all proper and 1638286 20 } necessary warrants, and to do whatever acts and things which may be necessary to carry out the provisions of this Resolution. (C) Prior to the delivery of the Bonds, the Controller shall obtain a legal opinion addressed to the Commission as to the validity of the Bonds from Bingham McHale LLP of Indianapolis, Indiana, bond counsel, and shall furnish such opinion to the Bond Purchaser. The cost of such opinion shall be considered as part of the costs incidental to these proceedings and shall be paid out of proceeds of the Bonds (D) Proceeds of the Bonds in an amount not to exceed the Debt Service Reserve Requirement shall be deposited in the Debt Service Reserve Fund. An amount sufficient to repay the Notes shall be immediately applied to the payment of the Notes, if issued. The remaining proceeds of the Bonds shall be deposited in the Capital Fund. SECTION 6. DELIVERY OF INSTRUMENTS. The Commission hereby authorizes and directs the Mayor, the Controller and the President of the Commission, and each of them, for and on behalf of the City, the Commission and the District, to prepare, execute and deliver any and all instruments, letters, certificates, agreements and documents as the executing official or Bingham McHale LLP determines is necessary or appropriate to consummate the transactions contemplated by this Resolution, including the Note Purchase Agreement and the Bond Purchase Agreement and such determination shall be conclusively evidenced by the execution thereof. The instruments, letters, certificates, agreements and documents, including the Notes and the Bonds, necessary or appropriate to consummate the transactions contemplated by this Resolution shall, upon execution, as contemplated herein, constitute the valid and binding obligations or representations and warranties of the Commission, acting in the name of the City, the full performance and satisfaction of which by the Commission are hereby authorized and directed. SECTION 7. NOTE PURCHASE AGREEMENT, BOND PURCHASE AGREEMENT. (A) The Commission hereby authorizes the President of the Commission to approve a Note Purchase Agreement upon terms consistent with this resolution by which the Notes may be sold to the Note Purchaser. The Mayor is hereby authorized and directed to execute, and the Controller is hereby authorized and directed to attest and affix the seal of the City to the Note Purchase Agreement, with such changes and revisions thereto as they deem necessary or appropriate to consummate the transactions contemplated thereby. Such execution and attestation shall be conclusive evidence of their approval of such changes and revisions. The Note Purchase Agreement in the form executed shall constitute the valid and binding obligation of the Commission, acting in the name of the City, the full performance and satisfaction of which by the Commission is hereby authorized and directed. (B) The Commission hereby authorizes the President of the Commission to approve a Bond Purchase Agreement, by which the Bonds may be be sold to the Bond Purchaser. The Mayor is hereby authorized and directed to execute, and the Controller is hereby authorized and directed to attest and affix the seal of the City to, the Bond Purchase Agreement, with such changes and revisions thereto as they deem necessary or appropriate to consummate the transactions contemplated thereby. Such execution and attestation shall be conclusive evidence 1638286 21 of their approval of such changes and revisions. The Bond Purchase Agreement in the form executed shall constitute the valid and binding limited obligation of the Commission, acting in the name of the City, the full performance and satisfaction of which by the Commission is hereby authorized and directed. SECTION 8. OFFICIAL STATEMENT; INVESTMENT LETTERS. (A) Distribution of and final) to be prepared b an Official Statement (preliminary ) p p by Crowe Horwath LLP, on behalf of the Commission and the City, is hereby approved and the Mayor or the Controller are authorized and directed to execute the Official Statement on behalf of the Commission and City in the form consistent with this resolution. The Mayor or the Controller are hereby authorized to designate the Official Statement as "nearly final" for purposes of Rule 15c2 -12 promulgated by the Securities and Exchange Commission. • (B) In the alternative, the Mayor, the Controller and the President or Vice President of the Commission are authorized and directed to obtain an investment letter from the Bond Purchaser to the effect that by acceptance of the Bonds, the Bond Purchaser is deemed to have consented to all the terms and p rovisions of this Resolution and represents that (1) [It is a bank as defined in Section 3(a)(2)of the Securities Act of 1933, as amended.] It is a sophisticated investor and it is familiar with securities such as the Bonds. (2) It is familiar with the City, the Commission, and the District; it has received such information concerning the City, the Commission, the District, the Bonds, the Outstanding Bonds and the Tax Increment as it deems to be necessary in connection with investment in the Bonds. It has received, read and had an opportunity to comment upon a copy of this Resolution. Prior to the purchase of the Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the City, the District and the Commission concerning the terms and conditions of the Bonds and the tax status of the Bonds, legal opinions and enforceability of remedies and the security therefor and pending litigation concerning property tax assessment issues and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the City, the District or the Commission possesses such information or can acquire it without unreasonable effort or expense. It is not relying on Bingham McHale LLP, the City Attorney or Crowe Horwath LLP for information concerning the financial status of the City or the Commission or the ability of the City or the Commission to honor their respective financial obligations or other covenants under the Bonds and this Resolution. (3) It is acquiring the Bonds for its own account with no present intent to resell, and will not sell, convey, pledge or otherwise transfer the Bonds without compliance with federal and state securities laws, including laws concerning disclosure. (4) It has investigated the security for the Bonds, including the availability of Tax Increment to its satisfaction, and it understands that the Bonds are payable solely from Tax Increment, on a parity with the Outstanding Bonds and the funds held under this Resolution. It also understands that the Commission's collection of Tax Increment may be limited by operation of IC 6 -1.1 -20.6, which provides taxpayers with tax credits for property taxes attributable to 1638286 22 different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property. The City may not increase its property tax levy or borrow money to make up any shortfall due to the application of this tax credit. It further understands that neither the City, the District nor the Commission has the authority to levy a tax to pay the principal of or interest on the Bonds. (C) The Mayor, the Controller and the President of the Commission are authorized and directed to obtain an investment letter from the Note Purchaser, as a condition precedent to issuing the Notes, to the effect that by acceptance of the Notes, the Note Purchaser is deemed to have agreed to all of the terms and provisions of this Resolution and acknowledges that: (1) [It is a bank as defined in Section (3)(a)(2) of the Securities Act of 1933, as amended.] It is a sophisticated investor and is familiar with securities such as the Notes. (2) It is familiar with the City, the Commission and the District; it has received and read such information concerning the City, the Commission, the District, the Notes, the Bonds, the Tax Increment as it deems to be necessary in connection with investment in the Notes. It has received, read and had an opportunity to comment upon this Resolution. Prior to the purchase of the Notes, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the City, the District and the Commission concerning the terms and conditions of the Notes, legal opinions and enforceability of remedies and the security therefor, pending litigation concerning property tax assessment issues and the tax status of the Notes, and the security therefor, and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the City, the District or the Commission possesses such information or can acquire it without unreasonable effort or expense. It is not relying on Bingham McHale LLP, the City Attorney or Crowe Horwath LLP for information concerning the financial status of the City or the Commission or the ability of the City or the Commission to honor their respective obligations or other covenants under this Bond Resolution. (3) It is acquiring the Notes for its own account with no present intent to resell, and that it will not sell, convey, pledge or otherwise transfer the Notes without prior compliance with applicable requirements of state and federal laws, including laws concerning disclosure. It acknowledges and understands that the owners of the Notes cannot reasonably rely on the repayment of the Notes from any source other than proceeds of the Bonds and that it understands that the Bonds are payable solely from Tax Increment, on a parity with the Outstanding Bonds, and funds held under this Bond Resolution. It also understands that the Commission has reserved the right to issue additional bonds or enter into leases on a parity with the Outstanding Bonds and the Bonds. (4) It has investigated the security for the Notes, including the availability of the proceeds of the Bonds and the Tax Increment to its satisfaction. It understands that the Commission's collection of Tax Increment may be limited by operation of IC 6 -1.1 -20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property. The City may not increase its property tax levy or borrow money to make up any shortfall due to the 1638286 23 t i s application of this tax credit. It further understands that neither the City, the District nor the a . Commission has the authority to levy a tax to pay the principal of or interest on the Bonds. t E SECTION 9. EXECUTION OF THE NOTES AND THE BONDS. The Mayor of the City is hereby authorized and directed to execute the Notes and the Bonds with his manual or t facsimile signature, and the Controller is hereby authorized and directed to have Notes and the Bonds prepared, attest the Notes and the Bonds with her manual or facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed on the Notes and the Bonds, all in the form and manner herein provided. If any officers whose signature or facsimile signature shall appear on the Notes and the Bonds shall cease to be such officer before it the delivery of the Notes and the Bonds such signature shall nevertheless be used and sufficient for all purposes the same as if such officer had remained in officer until the date of delivery of the Notes and the Bonds even though such officer may not have been so authorized or have held { such office. Upon the consummation of the sale of the Note and the Bonds, the Controller shall receive from the Note Purchaser and the Bond Purchaser the amount to be paid for the Notes and the Bonds, respectively, and deliver the Notes to the Note Purchaser and the Bonds to the Bond Purchaser. SECTION 10. CONTINUING DISCLOSURE. The President of the Commission is hereby authorized to execute and deliver a continuing disclosure undertaking agreement upon delivery of the Bonds ( "Continuing Disclosure Agreement "). The Commission covenants, to the extent permitted by law, that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Resolution, failure of the Commission to comply with the Continuing Disclosure Agreement shall not be considered an event of default hereunder. If the Commission fails to comply with the Continuing Disclosure Agreement, the sole remedy available for such failure shall be for the specific ? performance of the Commission's obligations under this section and the Continuing Disclosure Agreement and there shall be not remedies for money damages of any kind or in any amount. This remedy shall be available solely to owners of the Bonds. The Commission's failure to honor its covenant herein shall not constitute a breach or default under this Resolution or any other agreement to which the Commission is party. The remedy set forth in this Section 10 may be exercised by any holder of the Bonds in any court of competent jurisdiction in the State of Indiana. An affidavit to the effect that such person in a holder of Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue this remedy. Prior to pursuing any remedy under this Section 10, a holder of Bonds shall give notice to the Commission, via registered or certified mail, of such breach and its intent to pursue such remedy. Fifteen (15) days after mailing of such notice, and not before, a holder of Bonds may pursue such remedy under this Section 10. SECTION 11. REDEVELOPMENT DISTRICT CAPITAL FUND. (A) The Redevelopment District Capital Fund is established pursuant to IC 36-7-14 - 26. Proceeds of the Notes and the Bonds deposited in the Capital Fund shall be deposited in a separate account of the Commission, acting in the name of the City, and kept separate and apart from all other funds of the City, the Commission and the District and may be invested only in Qualified Investments as permitted by law. The Controller shall administer the moneys in the 1638286 24 Capital Fund in accordance with this Resolution. The proceeds in the Capital Fund and investment earnings on amounts in the Capital Fund shall be expended only to pay the Costs of the Project, principal of and interest on the Notes, if issued, and Debt Service on the Bonds. Upon issuance of the Bonds, the Notes, if issued, shall be called for redemption as provided in Section 3 and proceeds of the Bonds in the Capital Fund shall be immediately set aside and used for the repayment of the principal of and interest on the Notes. The remaining proceeds of the Notes and the Bonds shall be applied to pay remaining Costs of the Project. (B) Before the eleventh day of each calendar month, the Controller shall notify the Commission of the amount in the Capital Fund at the close of business on the last day of the preceding month. (C) The Controller shall disburse from the Capital Fund the amount required for the payment of the Costs of the Project upon the receipt of duly authorized claims filed in accordance with Indiana law and approved by the Commission. (D) If, after payment of all claims tendered under the provisions of this Section, any funds shall remain in the Capital Fund, the Controller shall transfer all moneys then in the Capital Fund (except moneys reserved to pay any disputed or unpaid claims), as directed by the Mayor and the Commission, to the Allocation Fund to pay principal and interest on the Notes, Debt Service on the Bonds, to fund or replenish the Debt Service Reserve Fund or, as directed by the Commission, for the same purpose or type of project for which the Bonds were issued, in accordance with IC 5 -1 -13, as amended from time to time. SECTION 12. FLOW OF FUNDS. (A) Creation and Continuance of Funds. (1) There is hereby continued or created, either by the Act or this Resolution, the following Funds, including: (i) the Allocation Fund; (u) a Debt Service Reserve Fund; and (iii) the Surplus Fund. (2) Allocation Fund. The Allocation Fund, created pursuant to the Act, shall be held by the Controller. All Tax Increment shall immediately upon receipt by the City be set aside in the Allocation Fund and used to pay Debt Service due within the next twelve calendar months on the Bonds and the Outstanding Bonds and debt service and rentals and other amounts due within the next twelve calendar months to the extent required and permitted by any Panty Obligations. Tax Increment shall first be applied to payment of interest on the Bonds and then to payment of principal. 1638286 25 i s 1 x 1 z Any amounts not needed for the purposes described above shall be deposited in the 1 Surplus Fund. ! (3) Debt Service Reserve Fund. Bond proceeds in an amount equal to the Debt Service Reserve Requirement shall be deposited in the Debt Service Reserve Fund -upon issuance t' t of the Bonds. Moneys deposited and maintained in the Debt Service Reserve Fund shall be applied to the payment of the principal of and interest on the Bonds to the extent that amounts in r ' the Allocation Fund and the Surplus Fund are insufficient to pay Debt Service when due and payable. If moneys in the Debt Service Reserve Fund are transferred to the Allocation Fund to pay Debt Service on the Bonds, the depletion of the balance in the Debt Service Reserve Fund i . shall be made up from the next available Tax Increment after the required deposits to the t f Allocation Fund are made. Any moneys in the Debt Service Reserve Fund in excess of the Debt t Service Reserve Requirement shall be deposited in the Surplus Fund and applied as set forth in Section 12 (A)(5). The Commission, upon the advice of its financial advisor, hereby finds that funding the Debt Service Reserve Fund is reasonably required and that the Debt Service Reserve t Requirement is no larger than necessary to market the Bonds. The Commission further finds that 1 t the Debt Service Reserve Requirement is directly related to the Project because the Bond t Purchaser would not purchase the Bonds without the Debt Service Reserve Fund. Si % i The Debt Service Reserve Requirement, if any, for any Panty Obligations shall be set t forth in the resolution authorizing the Parity Obligations. Such resolution may amend the definition of the Debt Service Reserve Requirement to include the Parity Obligations without w obtaining the consent of the owners of the outstanding Bonds. t (4) Surplus Fund. There is continued by this Resolution the Surplus Fund, into which all Tax Increment not needed to pay Debt Service due within the next twelve calendar months I under this Resolution, debt service and lease rentals due within the next twelve months on any Parity Obligations, and debt service and lease rentals due within the next twelve months under obligations or leases junior and subordinate to the Bond, shall be deposited. t (i) Moneys in the Surplus Fund may be used in the following order of !- a priority: (i) to pay Debt Service due on the Bonds and debt service and rentals and other amounts due on any Parity Obligations or any junior or subordinate obligations or leases; i (ii) to fund or replenish the Debt Service Reserve Fund; or (iii) at the option of the t Commission, to pay, or reimburse the City for, the costs of acquiring or constructing additional local public improvements in, serving or benefiting the Area; or (iv) after meeting the requirements of clauses (i) through i above, for any other g q (�) t g (�) Y purposes permitted by the Act, including distribution to the taxing units as provided in the Act and t 50 IAC 8 -2 -4. t (ii) No further Tax Increment shall be deposited in the Surplus Fund if the amounts on deposit in the Surplus Fund, together with moneys in the Allocation Fund and investment earnings on such amounts, are sufficient to pay all debt service and rentals and other amounts due on the Bonds and any Parity Obligations. 1 4 1638286 26 1 t k 1 I 1 (B) Pledge. As set forth in Section 1, Tax Increment shall be irrevocably pledged for the purposes set forth in this Section 12 in the priorities provided herein. i (C) Investments. Tax Increment and amounts in the Allocation Fund and Surplus a Fund shall be invested in Qualified Investments at the direction of the Controller. Interest earned ;. in each fund or account shall be credited to each such fund or account and held to secure the Commission's obligations under this Resolution. • (D) No Prior Liens. Other than the Outstanding Bonds and the 2006 Lease Pledge, the 1 Commission, acting in the name of the City, represents and warrants that, there are no prior liens, encumbrances or other restrictions on the Tax Increment, or on the City's ability to pledge the Tax Increment for the benefit of the owners of the Notes or the Owners of the Bonds. 4 t t SECTION 13. TAX COVENANTS. In order to preserve the exclusion from gross income of interest on the Notes and the Bonds under the Code and as an inducement to the Bond k Purchaser, the Commission represents, covenants and agrees that: i (A) The Project will be available for use by members of the general public. Use by a E member of the general public means use by natural persons not engaged in a trade or business. No person or entity, other than the Commission, the City or another state or local government is unit, will use more than 10% of the proceeds of the Notes or the Bonds or property financed by proceeds of the Notes or the Bonds other than as a member of the general public. The Project consists of the construction of certain road improvements in, serving or benefiting the Area and I will be available for general public use. No person or entity, other than the Commission, the City or another state or local governmental unit, will own property financed by proceeds of the Bonds or the Notes or will have actual or beneficial use of such property pursuant to a lease, a t management or incentive payment contract, an arrangement such as a take -or -pay or output contract or any other type of arrangement that conveys other special legal entitlements and differentiates that person's or entity's use of such property from the use by the general public, unless such uses in the aggregate relate to no more than 10% of the proceeds of the Notes or the Bonds. If the City or the Commission enters into a management contract for the Project, the terms of the contract will comply with IRS Revenue Procedure 97 -13, as it may be amended, supplemented or superseded from time to time, so that the contract will not give rise to private business use under the Code unless such use in aggregate relates to no more than 10% of the i proceeds of the Notes or the Bonds. I f (B) No more than 10% of the payment of the principal of or interest on the Notes or the Bonds will be (under the terms of the Notes, the Bonds, this Resolution or any underlying ' arrangement), directl or indirectly, (i) secured by any interest in property used or to be used for directly , Y(� Y Y p p Y a private business use or payments in respect of such property or (ii) derived from payments x (whether or not to the Commission) in respect of such property or borrowed money used or to be used for a private business use. The Commission acknowledges that taxpayers in the Area will pay the City and the other taxing units in the Area all taxes levied on real and personal property in accordance with Indiana law. These taxes are of general applicability and the taxpayers in the g i 1638286 27 i 1 Area have not entered into any agreements, contracts, guarantees or other arrangements with the Commission with respect to the payment of property taxes or the Notes or the Bonds. (C) No more than 5% of the Notes or the Bond proceeds will be loaned to any entity or person. No more than 5% of the Notes or the Bond proceeds will be transferred, directly or indirectly, or deemed transferred to any person or entity other than another state or local governmental unit in any manner that would in substance constitute a loan of the Notes or the Bond proceeds. (D) The Commission reasonably expects, as of the date hereof, that the Notes or the Bonds will not meet either the private business use test described in paragraph (a) and (b) above or the private loan test described in paragraph (c) above during the entire term of the Notes or the Bonds. (E) No more than 5% of the proceeds of the Notes or the Bonds will be attributable to private business use as described in (1) and private security or payments described in (2) attributable to unrelated or disproportionate private business use. For this purpose, the private business use test is applied by taking into account only use that is not related to any government use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any governmental use of those proceeds (Disproportionate Use). (F) The Commission and the City will not take any action or fail to take any action with respect to the Notes or the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Notes or the Bonds under Section 103 of the Code, nor will it act in any other manner which would adversely affect such exclusion; and the Commission and the City will not make any investment or do any other act or thing during the period that the Notes or the Bonds are outstanding which would cause any of the Notes or the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. The Commission and the City covenant and agree not to enter into any contracts or arrangements which would cause the Bonds to be treated as private activity bonds under Section 141 of the Code. (G) The Notes and the Bonds are not private activity bonds as defined in Section 141 of the Code. (H) The Notes and the Bonds are not federally guaranteed under Section 149(b) of the Code. (I) The covenants in this Section 13 are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Resolution if interest on the Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of such Bonds. (J) All officers, members, employees and agents of the Commission and the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Commission as of the date the Bonds are issued, and to enter into covenants evidencing the Commission's commitments made in this Resolution. In particular, all 1638286 28 or any officers of the Commission and the City are authorized to certify and enter into covenants for the Commission regarding the facts and circumstances and reasonable expectations of the Commission on the date the Bonds are issued and the commitments made by the Commission regarding the amount and use of the proceeds of the Bonds. (K) Notwithstanding any other provisions of this Resolution, the covenants and authorizations contained in this Resolution ( "Tax Sections ") which are designed to preserve the exclusion of interest on the Bonds from gross income for federal tax purposes ( "Tax Exemption ") need not be complied with if the Commission receives an opinion of nationally recognized bond counsel satisfactory to the Commission that any Tax Section is unnecessary to preserve the Tax Exemption. (L) Any Parity Obligations will be subject to the tax covenants set forth in the resolution authorizing the issuance of such Parity Obligations. SECTION 14. ISSUANCE OF ADDITIONAL BONDS. (A) Parity Notes. The Commission reserves the right to authorize and issue Notes on a parity with the Notes for the purpose of raising money to complete the Project, to refund the Notes or for any other purposes permitted by the Act. Except as provided in this Resolution, the terms and conditions of any parity notes shall be set forth in the resolution authorizing the issuance of such parity notes. (B) Parity Obligations - Tax Increment. The Commission reserves the right to authorize and issue Parity Obligations of the Commission, acting in the name of the City, for the purpose of raising money for local public improvements or economic development projects in, serving or benefiting the Area or to refund the Outstanding Bond or other Parity Obligations. If any Parity Obligations are issued pursuant to this Section 14, the term " Bond" or "Bonds" in this Resolution shall, unless the context requires, be deemed to refer to the Outstanding Bond and such Parity Obligations. The authorization and issuance of such Panty. Obligations shall be subject to the following conditions precedent: (i) All interest and principal payments and rental payments with respect to all obligations payable from Tax Increment shall be current to date in accordance with the terms thereof, with no payment in arrears; ti (ii) The Commission shall have received a certificate prepared by an independent, qualified accountant or feasibility consultant ( "Certifier "), certifying the amount of Tax Increment estimated to be received in each succeeding year, adjusted as provided below, which estimated amount shall be at least equal to 110 percent of the lease rental and debt service requirements with respect to the Outstanding Bonds, the Bonds and any outstanding Parity Obligations and the proposed Parity Obligations for each year during their respective terms. In estimating the Tax Increment to be received in any year, the Certifier shall base the calculation on assessed valuation actually assessed or estimated to be assessed as of the assessment date immediately preceding the issuance of the Parity Obligations; provided, however, the Certifier shall adjust such assessed 1638286 29 values for the current and future reductions of real and personal property tax abatements granted to property owners in the Allocation Area, and the Certifier may take into account the effect of reassessment on Tax Increment to the extent it can be reasonably estimated; and (m) Principal of and interest on any Parity Obligations or junior obligations and lease rentals on Parity Obligations that are leases shall be payable semiannually in approximately equal installments on January 15 and July 15. Except as provided in this Resolution, the terms and conditions of any Parity Obligations shall be set forth in the resolution authorizing the issuance of such Parity Obligations. (C) Subordinate Obligations . The Commission, acting in the name of the City, may issue bonds or other obligations or enter into leases which are junior and subordinate to the Bonds. The terms and conditions of such subordinate obligations will be set forth in a resolution adopted by the Commission. Principal of and interest on any .subordinate obligations and lease rentals shall be payable on any January 15 and July 15 out of Tax Increment as set forth in Section 12. SECTION 15. CONTRACTUAL NATURE OF THIS RESOLUTION. (A) The provisions of this Resolution shall constitute a contract by and between the Commission, acting in the name of the City, and the owners of the Notes or the Owners of the Bonds. After the issuance of the Notes or the Bonds, this Resolution, and the definition of, or the manner of determining, allocating or collecting the Tax Increment or the hen created by this Resolution, shall not be repealed, amended or impaired in any respect which will adversely affect the rights of the owners of the Notes or the Owners of the Bonds, respectively (except as specifically permitted in Sections 17 and 18), nor shall the Commission adopt any law, ordinance or resolution which in any way adversely affects the rights of such owners so long as any of the Notes or the Bonds remains unpaid. (B) (1) The Commission, acting in the name of the City, covenants not to impair the pledge of the Tax Increment to the payment of the Notes or the Bonds, so long as any of the Bonds are outstanding, or to impair any other pledge or covenant under this Resolution during that period. (2) The Commission further covenants not to change, alter or diminish the Area or the Allocation Area in any way that would adversely affect the owners of the Notes or the Owners of the Bonds so long as any of the Notes or the Bonds remain outstanding. The Commission reserves the right to carve out a portion of the Allocation Area to create a separate allocation area as long as such action does not remove any Tax Increment shown in the feasibility study prepared upon issuance of the Bonds. • 1638286 30 I'< SECTION 16. DEFEASANCE OF THE BONDS. (A) If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the Debt Service so due and payable upon the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient ii moneys, or noncallable, direct obligations of, or g p (�) Y (ii) g obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) obligations of any state of the United States of America or any political subdivision thereof, the full payment of principal of, and interest on which (a) are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an irrevocable deposit of securities described in clause (ii) and are not subject to call or redemption by the issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with . the redemption, then and in that case the Bonds or such portion thereof shall no longer be deemed outstanding or an indebtedness of the Commission, acting in the name of the City. If no principal of or interest on the Bonds or any subordinate obligations is outstanding, any remaining funds (including Tax Increment) shall be used as provided in IC 36- 7 -14 -39 or any successor provision. (B) No deposit under this Section shall be made or accepted under this Section and no use made of any such deposit unless the Commission shall have received a verification from an accountant or firm of accountants appointed by the Controller and acceptable to the Commission verifying the sufficiency of the deposit to pay the principal of the Bonds to the due date, whether such due date be by reason of maturity or upon redemption. SECTION 17. AMENDING SUPPLEMENTAL RESOLUTION. The Commission may, without the consent of, or notice to, the Owners of the Bonds, adopt a supplemental resolution for any one or more of the following purposes: (A) To cure any ambiguity or formal defect or omission in this Resolution; (B) To grant to or confer upon the owners of the Notes or the Owners of the Bonds - any additional benefits, security, rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the owners of the Notes or the Owners of the Bonds; (C) To modify, amend or supplement this Resolution to permit the qualification of the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America or the qualification of this Resolution under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect if such modification, amendment or supplement will not have a material adverse effect on the owners of the Notes or the Owners of the Bonds; (D) To provide for the refunding or advance refunding of all or a portion of the Notes or the Bonds; 1638286 31 (E) To amend the Resolution to permit the Commission, acting in the name of the City, to comply with any future federal tax law or any covenants contained in any supplemental resolution with respect to compliance with future federal tax law; (F) To provide for the issuance of parity Notes, Parity Obligations or Subordinate, Obligations; (G) To subject to the Bond Resolution additional revenues, security, properties or collateral; and (H) To amend the Resolution for any other purpose which in the judgment of the Commission does not adversely affect the interests of the owners of the Notes or the Owners of the Bonds in any material way. SECTION 18. CONSENT TO SUPPLEMENTAL RESOLUTIONS. 3 M:: (A) The owners of the Notes or the Owners of not less than fifty -one percent (51%) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in the Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Commission of such supplemental resolutions as shall be deemed necessary and desirable by the Commission for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution other than those provisions covered by Section 17; provided however, that nothing in this Section contained shall permit, or be construed as permitting, without the consent of the owners of all the then outstanding Bonds affected, (a) an extension of the maturity of the principal of and interest on any Bonds payable from Tax Increment, or (b) a reduction in the rinci al amount p p ou t of any Bond or change in the rate of interest or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental resolution, or (e) a change in the provisions regarding the collection, deposit, and allocation of Tax Increment as set forth in IC 36- 7 -14 -39 as in effect on the date of the issuance of the Bonds and in the Bond Resolution or in the lien on the Tax Increment or for any Bonds, or (f) the creation of any lien securing any Bonds other than a lien ratably securing all of the Bonds at any time outstanding hereunder, or (g) a reduction in the Debt Service Reserve Requirement, or (h) a change in the method of accrual of interest on any Bonds. } (B) If at any time the Commission desires to adopt a supplemental resolution for any of the purposes permitted in this Section, the Commission shall cause notice of the proposed adoption of such supplemental resolution to be mailed by registered or certified mail to each owner of the Notes or Owners of the Bonds at the address shown on the registration books maintained by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies of it are on file at its office for inspection by all owners of the Notes or Owners the Bonds. If, within 60 days, or such longer period as shall be prescribed by the Commission, following the mailing of such notice, the owners of the Notes or the Owners of not less than fifty -one percent (51 %) in aggregate principal amount of the Bonds 1638286 32 outstanding at the time of the execution of any such supplemental resolution shall have consented to and approved the execution of such supplemental resolution, no subsequent owners of the Bonds shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any such supplemental resolution as is permitted and provided by this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith. (C) Any consent, request, direction, approval, objection or other instrument required by this Resolution to be signed and executed by the owners of the Notes or Owners of the Bonds, may be in any number or concurrent writings of similar tenor and may be signed or executed by the owners of the Notes or Owners of the Bonds, in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of the Notes or the rr Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution, and shall be conclusive in favor of the City with regard to any action taken by it or rc them under such request or other instrument, namely: (i) The fact and date of the execution by any person of any such writing may be proved (a) by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or (b) by an affidavit of any witness to such execution. (ii) The fact of ownership of the Notes and the Bonds or the amount or amounts, numbers and other identification of the Notes and the Bonds, and the date of holding the same shall be proved by the registration books maintained by the Registrar. SECTION 19. EVENTS OF DEFAULT. (A) If any of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of Default ": 4F; (1) Default in the due and punctual payment of any interest on any Note or Bond; or (2) Default in the due and punctual payment of the principal of any Note or Bond at its stated maturity or mandatory redemption date. (B) (1) Upon the occurrence of an Event of Default, the Controller shall notify the owners of the Notes or the Owners of all Bonds then outstanding of such Event of Default by registered or certified mail, and will have the following rights and remedies: (a) The owners of the Notes or the Owners of the Bonds may pursue any available remedy at law or in equity or by statute to enforce the payment of the principal of and interest on the Notes or the Bonds then outstanding. 1638286 3 3 (b) Upon the filing of a suit or other commencement of judicial proceedings to enforce any rights of the Owners under this Resolution, the Owners of the Bonds will be entitled, as a matter of right, to the appointment of a receiver or receivers of the revenues, issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. } { (c) If the Paying Agent certifies that there is sufficient money on deposit in the funds and accounts under this Resolution to pay Debt Service on all the Notes or the outstanding Bonds, the Controller may declare the principal of and accrued interest on all Notes or Bonds to be due and payable immediately in accordance with this Resolution. (d) The Controller may use any money in the Capital Fund or the Allocation Fund to r pay debt service on the Notes or Debt Service on the Bonds if there is an Event of Default. J , (2) No right or remedy by the terms of this Resolution conferred upon or reserved to the owners of the Notes or the Owners of the Bonds is intended to be exclusive of any other right or remedy, but each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given to the owners of the Notes or the Owners of the Bonds hereunder or now or hereafter existing at law or in equity or by statute. The assertion or employment of any right or remedy shall not prevent the concurrent or subsequent assertion or employment of any other right or remedy. (3) No delay or omission to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right or remedy may be exercised from time to time and as often as may be deemed expedient. (4) No waiver of any Event of Default, by the owners of the Notes or by the Owners of the Bonds shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. (C) Anything in this Resolution to the contrary notwithstanding, the owners of a majority in aggregate principal amount of the outstanding Notes and the Owners of a majority in aggregate principal amount of the outstanding Bonds shall have the right, at any time during the continuance of an Event of Default, by an instrument or instruments in writing executed and delivered to the Controller, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Resolution, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Resolution. (D). (1) All money received hereunder pursuant to any right or remedy given or action taken upon occurrence of an Event of Default under this Resolution shall, after payment of the costs and expenses of the proceedings resulting . in the collection of such money and of the 4 1638286 34 4 6 ' r y: t expenses, liabilities and advances incurred or made hereunder, be deposited in the Allocation Fund and all such money shall be applied to the Notes or the Bonds, as the case may be, as follows: FIRST, to the payment to the persons entitled thereto of all installments of interest then due on the Notes or the Bonds, including interest on any past due principal of any Notes or Bond at the rate borne by such Note or Bond, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to such payment ratably, according to the amounts due on such installments, to the persons entitled thereto without any discrimination or privilege; SECOND, to the payment to the persons entitled thereto of the unpaid principal of any of the Notes or the Bonds which shall have become due at maturity, in the order of their due dates, and, if the amount available shall not be sufficient to pay in full the principal of the Notes or the Bonds due . on any particular date, together with such interest, then to such payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; and THIRD to be held for the payment to the persons entitled thereto as the same shall , become due of the principal of and interest on the Notes or the Bonds which may thereafter . become due at maturity and, if the amount available shall not be sufficient to pay in full the principal of and interest on the Notes or the Bonds due on any particular date, such payment shall be made ratably according to the amount of principal and interest due on such date to the persons entitled thereto without any discrimination or privilege. (2) Whenever moneys are to be applied pursuant to the provisions of this subsection, such money shall be applied at such times, and from time to time, as the Controller shall determine, having due regard for the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. Whenever the Controller shall apply such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Registrar shall establish a special record date for such payments and shall mail, at f , least 15 days prior to such special record date, such notice as it may deem appropriate of the deposit with it of any such money and of the fixing of any such date. The Paying Agent shall not be required to make payment of principal to the owner of any Note or the Owner of any Bond such Note or Bond shall be presented to the Paying Agent for appropriate endorsement or for cancellation if fully paid. (3) Whenever all principal of and interest on all Notes and Bonds have been paid under the provisions of this subsection and all expenses and charges have been paid, any balance remaining in the Allocation Fund, the Debt Service Reserve Fund or the Surplus Fund shall be paid as provided in Section 12. 1638286 35 tr (E) Any recovery of judgment shall be for the equal and ratable benefit of the owners of all the outstanding Notes or Bonds. Nothing in this Section contained shall, however, affect or impair the right of any owner of the Notes or Owner of the Bonds, which is absolute and unconditional, to enforce the payment of the principal of and redemption premium, if any, and interest on its Bonds out of Tax Increment and the funds and accounts under this Resolution, or the obligation of the Commission to pay the same, at the time and place expressed in the Notes or the Bonds. (F) If an owner of the Notes or an Owner of the Bonds shall have proceeded to enforce any right under this Resolution by the appointment of a receiver of the Project, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the City, the Commission, the District, and the owners of the Notes or the Owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, and with regard to the property subject to this Resolution, and all rights, remedies and powers of the owners of the Notes or the Owners of the Bonds shall continue as if no such proceedings had been taken. SECTION 20. THE REGISTRAR AND PAYING AGENT. (A) The Commission may appoint a separate Registrar or Paying Agent. (B) Each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and hen expressed or intended by this Resolution to be exercised by or vested in or conveyed to the Trustee with respect to this Resolution and shall be exercisable by and vested in Registrar or Paying Agent but only to the extent necessary to enable the Registrar and Paying Agent, to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by the Registrar and Paying Agent, shall run to and be enforceable by it (C) Should any instrument in writing from the City, the County or the Commission or agreement be required by the Registrar and Paying Agent for more fully and certainly vesting in { and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Commission, Mayor or the Auditor. If the Registrar and Paying Agent, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of the Registrar and Paying Agent so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Registrar and Paying Agent: SECTION 21. NOTICES. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram, addressed to the appropriate Notice Addresses. The City, the Commission, or the Registrar and Paying Agent may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. 1638286 36 SECTION 22. BUSINESS DAYS. If the date of a principal payment of the Bonds or the date fixed for redemption of any portion of the Bonds shall be a Saturday, Sunday or a day on or the city in which the office of the Registrar and Paying Agent is located are required or authorized by law to close, then payment of principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. SECTION 23. SEVERABILITY. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. SECTION 24. REPEAL OF CONFLICTING PROVISIONS. All resolutions, ordinances and orders, or parts thereof, in conflict with the provision of this Resolution, are, to the extent of such conflict, hereby repealed or amended. SECTION 25. EFFECTIVE DATE. This Resolution shall be in full force and effect immediately upon its passage and signing. y p p g The Secretary of the Commission is hereby directed to deliver a certified copy of this Resolution to the Controller. 4 -: (Remainder of Page Intentionally Left Blank) ' f { 1638286 37 Adopted at the meeting of the Jeffersonville Redevelopment Commission held on the 21 day of December, 2011, at Jeffersonville, Indiana. JEFFERSONVILLE REDEVELOPMENT COMMISSION Pres' t Attest: Secretary g3 is rs— J � • EXHIBIT A } Description of Project j . \ � } \ } . { \ • { } { } . . { } { } \ 1 1 } [ ; \ � . \ 1638286 :r v Project Description In response to actions required under a Consent Decree with the U.S. Environmental Protection Agency to correct combined sewer overflows into the Ohio River, representatives of the City of Jeffersonville, Indiana, have explored methods to implement the necessary infrastructure improvements while creating a positive impact on the overall health of the city. Through the course of exploration of various proactive options, a stormwater conveyance system emerged as a multi - pronged solution to a number of problems including those related to the combined sewer system. The stormwater conveyance system as proposed would begin near the existing intersection of Eighth Street and Indiana Avenue and will have as its centerpiece a channel that will be 40 feet wide with a constant depth of 4 feet along the entire length. The channel will be fed by sewers to be separated within the system and by existing storm sewers already in service in the City. At the north end (Eighth and Indiana), the water surface would be approximately 4 to 5 feet below the surrounding (existing) ground surface. The stormwater conveyance system would extend to the east to a point near the intersection of Eighth Street and Spring Street, where it would turn to the southwest and follow a curving route along Michigan Avenue. Throughout this area, the water surface will be about 5 to 6 feet below the surrounding ground surface. At Court Avenue, the stormwater conveyance system would continue to the south under a newly constructed vehicular bridge and would follow a curving route approximately along the current alignment of Mulberry Street, including under another new vehicular bridge at Maple Street. Due to the rise of the ground surface elevation as Mulberry Street extends to the south, the depth to the water surface would increase to almost 18 feet near the intersection of Chestnut Street and Mulberry Street. The stormwater conveyance system would discharge into a pool in the center of the block bordered by Chestnut Street, Mulberry Street, Market Street, and Pearl Street, where it would travel through a weir to a 10 feet diameter underground pipe. The pipe would extend to a Y f junction box to the southwest and then south - southwest under the floodwall to a point south of Riverside Drive, where it would discharge into the Ohio River. A flood pump station with a capacity of 10 million gallons per day (mgd) would be located at the southeast corner of Mulberry Street and Market Street to discharge stormwater when the Ohio River level rises. Two sluice gates would be constructed in the 10 feet diameter pipe, one on the wet (south) side of the floodwall and one on the dry (north) side of the floodwall, to fi prevent high river water from backing up into the stormwater conveyance system. Several areas along the stormwater conveyance system alignment would include a widened section to permit storage of stormwater during heavy precipitation events. This secondary containment zone would hold water until it could be um ed out (during high p ( g gh river stages) or drain out via normal ( gravity flow) and would permit a higher level of flood protection. The system, as conceived, would accommodate a 6- inch/1 hour precipitation event. The proposed stormwater conveyance system is bordered on the west by Interstate 65 (as it will exist when the Ohio River Bridges project is complete), on the north.by an irregular boundary including Tenth Street and property owned by Pfau Oil, on the south by the Ohio River, and on the east by Walnut Street. The Big 4 Pedestrian Ramp, already under development, will extend £' from the existing Big 4 bridge toward the north along the middle of Mulberry Street, and angle to the east to continue to the north along the east side of Mulberry Street along the old railroad alignment. The terminus of the ramp will be integrated into the stormwater conveyance system infrastructure. • 1638286 ACCEPTANCE OF OFFICE OF REGISTRAR AND PAYING AGENT The undersigned hereby accepts the duties and obligations of Registrar and Paying Agent imposed by the foregoing Resolution [Name of Bank] , as Registrar and Paying Agent By Title: ATTEST: 7 Date: (SEAL) Notice Address of Registrar and Paying Agent: 1638286