HomeMy WebLinkAboutBond Anticipation Notes 2012 Part two CITY OF JEFFERSONVILLE, INDIANA
POST - ISSUANCE COMPLIANCE GUIDELINES
The following procedures (the "Procedures ") are adopted by the City of Jeffersonville,
Indiana (the "City ") in connection with the issuance of tax advantaged bonds or notes (hereafter
referred to as the "Bonds ") by the City or by an issuer on behalf of the City (the "Issuer "). In
order to maintain the tax advantaged status of the Bonds under the Internal Revenue Code of
1986, as amended, and the regulations (the "Regulations ") promulgated thereunder (collectively,
the "Code "), the City must comply with the provisions of the Code from the date of issuance
through final payment or maturity of the Bonds. These post- issuance compliance responsibilities
are summarized in the transcript of proceedings prepared in connection with each series of Bonds
(the "Transcripts ").
The purpose of these Procedures is to summarize the post- issuance responsibilities of the
City in connection with the Bonds. The Controller ( "Compliance Officer ") shall be the City's
representative responsible for establishing and coordinating compliance with these Procedures.
These Procedures supplement, but do not replace, any other procedures of the City. The
Procedures may be supplemented or amended at any time and from time to time by the City, with
the advice of nationally recognized bond counsel, but without any notice to or consent from any
trustee, any bondholder or any other person. Noncompliance with the Procedures is permitted,
with the advice of nationally recognized bond counsel, but without any notice to or consent from
any trustee, any bondholder or any other person, if (i) compliance would impose unreasonable
burdens on the City and (ii) noncompliance would not cause any Bonds to fail to satisfy all
requirements of the Code.
General
1. The Compliance Officer shall be primarily responsible for monitoring compliance
with the Code.
2. The Compliance Officer shall be provided with training and educational resources
necessary to ensure compliance with the Code.
3. The tax and arbitrage certificates ( "Tax Documents ") contained in the Transcripts
describe the provisions of the Code that must be followed in order to maintain the tax advantaged
status of the Bonds. In addition, the Tax Documents contain the reasonable expectations of the
City or Issuer at the time of issuance of the Bonds with respect to the use of the proceeds and the
assets to be financed or refinanced from the Bonds. These Procedures supplement and support
the covenants made by the City or Issuer in the Tax Documents. In order to comply with the
covenants in the Tax Documents, the City must track and monitor the actual use of the proceeds,
the investment and expenditure of the proceeds and the use of the facilities financed with the
Bonds over the life of the related Bond issue.
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EXECUTIVE ORDER NO.0196 / _ 2 '�"
OF THE MAYOR OF THE CITY OF JEFFERSONVILLE, INDIANA
An Order to Amend
the City's Capital Improvement Plan
WHEREAS, the Indiana General Assembly has authorized counties to impose a county
economic development income tax (EDIT) on the adjusted gross income of county taxpayers,
in accordance with IC 6 -3.5 -7 ("Act");
WHEREAS, the Clark County ( "County ") Council imposed EDIT at a rate of one -fourth
of one percent (0.25 %) annually on the adjusted gross income of County taxpayers;
WHEREAS, the Act provides that a county, city or town which fails to adopt a capital
improvement plan may not receive: (1) its fractional amount of the certified distribution of
revenues from EDIT ( "Distributive Share "); or (2) any amount of EDIT revenues designated for
its use by a city or town in the county;
WHEREAS, the City of Jeffersonville ( "City ") has adopted a Capital Improvement Plan
( "Plan ") for its Distributive Share and receives its Distributive Share semiannually in May and
November from the County Auditor;
WHEREAS, the City now desires to amend the Plan to include the construction of certain
park improvements ( "Project ");
WHEREAS, the City expects the Project to promote economic development in the City
and County as authorized by the Act and the Project is further described in Exhibit A attached
hereto and incorporated herein by reference;
WHEREAS, the City now desires to extend the term of its Plan until all the debt service
or the lease rental payments to finance or refinance the Project which are payable from the City's
Distributive Share have been made ("Extended Term") and the Extended Term will exceed two
(2) years as required by the Act;
WHEREAS, the City now desires to show that the City will use, together with its existing
Plan and this amendment, at least seventy -five percent (75 %) of its Distributive Share for the
Extended Term as reflected in Exhibit B attached hereto and incorporated herein by reference;
NOW, THEREFORE, BE IT ORDERED AS FOLLOWS:
1. As executive of the City, I hereby amend the Plan to include the Project as set
forth in Exhibit A.
2. The Plan is hereby amended to increase the term to the Extended Term.
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NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT ( "Agreement "), dated as of November 7,
2012, by and between the City of Jeffersonville, Indiana ( "City "), a municipal corporation
organized and existing under the laws of the State of Indiana and Main Source Bank, New
Albany, Indiana, as purchaser for the hereinafter defined Notes ( "Purchaser).
WITNESSETH:
WHEREAS, the City has requested a placement for or a purchase of its Notes from the
Purchaser in the principal amount of Four Million Dollars ($4,000,000), to be known as the
"Bond Anticipation Notes of 2012" ( "Notes "); and
WHEREAS, the City has, pursuant to a bond ordinance adopted October 1, 2012
( "Ordinance ") duly authorized the issuance of its Notes, and the Notes are to be purchased by the
Purchaser in accordance with this Agreement; and
WHEREAS, the Purchaser is a financial institution and has the power to purchase the
Notes issued by the City under applicable law; and
WHEREAS, the principal of and interest on the Notes are payable from the proceeds of
the City's Economic Development Income Tax Revenue Bonds of 201 (to be completed with
the year in which issued) ( "Bonds "), to be issued pursuant to the Ordinance or from the issuance
of any notes or bonds of the City which may be legally issued to refund the Notes; interest on the
Notes is also payable from EDIT Revenues (as defined in the Ordinance); and
WHEREAS, the Purchaser is willing to purchase the Notes on the following teens,
provisions and conditions;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES HEREIN
CONTAINED, THE CITY AND THE PURCHASER AGREE AS FOLLOWS:
1. Representations and Warranties. The City represents that:
(a) It has full power and authority under and by virtue of the laws of the State of
Indiana, more particularly under the provisions of IC 5 -1 -14, IC 6 -3.5 -7 and IC 36- 4 -6 -19
(collectively, "Act "), to issue the Notes to finance all or a portion of the construction of certain
park improvements, together with the necessary appurtenances, related improvements and
equipment (collectively, "Project "), and to pay issuance expenses, as more particularly described
in the Ordinance.
(b) It has, by the Ordinance duly adopted, authorized the issuance of the Notes, the
proceeds of which will be used to finance all or a portion of the costs of the Project and issuance
expenses on the Notes.
(c) It has, by the Ordinance duly adopted, authorized its officers to execute, attest and
deliver to the Purchaser this Agreement and its Notes substantially in the form attached to this
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Agreement as Exhibit A, which form of Note is incorporated herein by reference to the same
extent as though all the terms and provisions thereof were set forth herein.
2. The Purchase of the Notes. (a) The Purchaser agrees to purchase and the City
agrees to sell the Notes of the City at a price equal to the face amount of $4,000,000. The
interest on the Notes shall accrue from the date of issuance of the Notes at the rate of 2.05% per
annum. Such interest shall be calculated according to a 360 -day year consisting of twelve 30-
day months and shall be paid semiannually on January 15 and July 15 of each year beginning
July 15, 2013.
The Notes shall be issued in denominations of $1,000 or integral multiples thereof and
shall be numbered from 1 upward if more than one Note shall be delivered.
3. Investment in Notes. The Purchaser represents that it is purchasing the Notes for
investment for its own accounts and not with the present view of reselling or otherwise disposing
of all or any part thereof, and will deliver an investment letter to the effect that it will not sell,
convey, pledge or otherwise transfer all or any portion of the Notes without prior compliance
with applicable registration and disclosure requirements of state and federal securities laws,
including the Securities Act of 1934, as amended. The Purchaser has retained the right to sell the
Notes with appropriate compliance.
4. Place of Payment. The principal of and interest on the Notes shall be payable by
(i) check sent registered mail to the registered owners of the Notes; (ii) wire transfer to the
registered owners of the Notes; or (iii) any other method as may be agreed upon by the Purchaser
and the City. The Purchaser shall immediately surrender the Notes to the City upon redemption
or at maturity.
5. Payment of the Notes. The principal of and interest on the Notes are payable
from the issuance of the Bonds authorized under the Ordinance or from the issuance of any notes
or bonds of the City which may be legally issued to refund the Notes. Interest on the Notes is
also payable from the EDIT Revenues. The proceeds of the Bonds and the EDIT Revenues are
hereby pledged to the payments described herein. The Notes are not a debt, liability, loan of the
credit or pledge of the full faith and credit of the City.
6. Prepayment. The Notes are subject to prepayment at any time, beginning May 6,
2013, in whole or in part, at the option of the City, upon 20 days' written notice to the registered
owners of the Notes, at their face value, plus interest accrued to the redemption date. Written
notice shall consist of notice received by telegraph, electronic mail or telecopy or other facsimile
transmission, notice received by United States mail, courier or other hand delivery, and
telephonic notice promptly confirmed in writing by registered United States mail.
7. Maturity of the Notes. The Notes shall mature on July 15, 2017, unless prepaid in
full pursuant to Section 6 hereof. Any accrued interest on any unpaid principal shall be paid on
the date such principal is paid.
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8. Conditions Precedent.
(a) Prior to making payment for the Notes, the Purchaser shall have received the
approving opinion of Ice Miller LLP addressed to the Purchaser to the effect that:
(i) the Notes have been duly authorized, executed and delivered and
constitute the legal, valid and binding obligations of the City, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights heretofore or hereafter enacted, to the exercise of
judicial discretion in accordance with general principles of equity, and to the valid
exercise of the constitutional powers of the City, the State of Indiana and the United
States of America;
(ii) the interest on the Notes is exempt under laws, regulations and rulings
existing on this date from income taxation in the State of Indiana, and under federal
statutes, decisions, regulations and rulings existing on this date, is excludable from gross
income for purposes of federal income taxation pursuant to Section 103 of the Internal
Revenue Code of 1986, as amended, is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations, but is taken
into account in determining adjusted current earnings for the purpose of computing the
federal alternative minimum tax imposed on certain corporations.
(b) Prior to delivering the Notes, the City shall have received an investment letter
from the Purchaser, in form and substance acceptable to the City.
9. No Impairment of Tax Exemption. The City agrees not to take any action that
would impair the exclusion of interest on the Notes from gross income provided by Section 103
of the Internal Revenue Code of 1986, as amended and in effect on the issue date of the Notes
( "Code ").
It shall not be an event of default under this Agreement if the interest on the Notes is not
excludable from gross income for federal tax purposes or otherwise pursuant to any provision of
the Code which is not currently in effect and in existence on the date of the issuance of the
Notes.
10. Registration; Persons Treated as Owners. So long as the Notes shall remain
outstanding, the City shall keep a register for the registration and transfer of the Notes (herein
referred to as the "Note Register ").
The Notes shall be transferable only on the Note Register at the office of the Controller,
at the written request of the registered owner thereof or the registered owner's attorney duly
authorized in writing, upon surrender thereof, together with a written instrument of transfer
satisfactory to the City duly executed by the registered owner or its duly authorized attorney.
The City and any agent of the City may treat the person in whose name the Notes are
registered as the owner of the Notes for the purpose of receiving payment of principal of and
interest on the Notes and for all other purposes whatsoever whether or not the Notes are overdue,
and neither the City nor any agent of the City shall be affected by notice to the contrary.
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11. Exchange; Transfer. The registered Notes, upon surrender thereof at the office of
the Controller with a written instrument of transfer satisfactory to the City, duly executed by the
registered owner or its duly authorized attorney, may be exchanged for an equal aggregate
principal amount of registered Note or Notes in accordance with the Ordinance.
In all cases in which the privilege of exchanging the Notes or transferring the registered
Notes is exercised, the City shall execute and deliver Notes in accordance with the provisions of
this Agreement. For every exchange or transfer of Notes, the City may make a charge sufficient
to reimburse it for any tax, fee or other governmental charge required to be paid with respect to
such exchange or transfer, which sum or sums shall be paid by the person requesting such
exchange or transfer as a condition precedent to the exercise of the privilege of making such
exchange or transfer.
12. Enforceability of Agreement. If any provision of this Agreement shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision
shall not affect any of the remaining provisions of this Agreement and this Agreement shall be
construed and be in force as if such invalid or unenforceable provision had not been contained
herein.
13. Amendments. This Agreement may be amended only by an agreement in writing
executed by the City and the Purchaser.
14. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together constitute one and the same
instrument.
IN WITNESS WHEREOF, the City and the Purchaser have executed this Agreement the
day and year first above written.
CITY OF JEFF R" • ► VILLE, NDIANA
!A •iiI -
Mayor
c t - t - est:
Lijtvk
Controller
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MAIN SOURCE BANK
By:
Title:
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EXHIBIT A
Note No. 1
UNITED STATES OF AMERICA
STATE OF INDIANA
CITY OF JEFFERSONVILLE, INDIANA
BOND ANTICIPATION NOTE OF 2012
INTEREST MATURITY AUTHENTICATION ORIGINAL
RATE DATE DATE DATE
2.05% July 15, 2017 November 7, 2012 November 7, 2012
REGISTERED OWNER: MAIN SOURCE BANK
PRINCIPAL SUM: FOUR MILLION DOLLARS ($4,000,000)
The City of Jeffersonville, Indiana ( "City "), a political subdivision organized under the
laws of the State of Indiana, acknowledges itself indebted and for value received hereby
promises to pay, from the source and as hereinafter provided, the Registered Owner named
above, or registered assigns, the Principal Sum set forth above on the Maturity Date set forth
above (unless paid or redeemed earlier as hereinafter provided), and to pay interest hereon from
the date of delivery at the Interest Rate per annum as set forth above, payable semiannually on
January 15 and July 15, beginning on July 15, 2013, and at final maturity or upon redemption.
The principal of and the interest on this note ( "Bond Anticipation Note ") shall be payable in such
coin or currency of the United States of America as at the time of payment is legal tender for the
payment of public and private debts. Principal and interest on this Bond Anticipation Note shall
be paid by check, mailed to the Registered Owner hereof or by wire transfer to the Registered
Owner hereof. Interest shall be calculated according to a 360 -day year containing twelve 30 -day
months.
This Bond Anticipation Note is authorized and issued under and pursuant to the
provisions of IC 5 -1 -14, IC 6 -3.5 -7 and IC 36- 4 -6 -19 (collectively, "Act "), and under and in
accordance with a Bond Ordinance of the City adopted on October 1, 2012 ( "Ordinance ") for the
purpose of providing financing for the construction of certain park improvements, together with
the necessary appurtenances, related improvements and equipment and to pay issuance expenses.
This Bond Anticipation Note is subject to renewal and /or extension from time to time at
an interest rate or rates to be negotiated, as provided for in the Act.
The principal of this Bond Anticipation Note may be prepaid on any date, beginning 180
days after November 7, 2012, upon 20 days' notice to the Registered Owner, in whole or in part
without any premium or penalty.
This Bond Anticipation Note is a limited obligation of the City issued in anticipation of
the receipt by the City of the proceeds of the bonds authorized under the Ordinance ( "Bond
Proceeds "). The principal of and interest on this Bond Anticipation Note are payable from the
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Bond Proceeds, which Bond Proceeds are hereby pledged to the payment of the principal of and
the interest on this Bond Anticipation Note. Interest is also payable from the EDIT Revenues (as
defined in the Ordinance) which EDIT Revenues are hereby pledged to the payment of interest
on this Bond Anticipation Note. This Bond Anticipation Note is also payable from the proceeds
of the sale of any bonds, note or other evidences of indebtedness that may be issued by the City
for the purpose of retiring this Bond Anticipation Note. This Bond Anticipation Note is not a
general obligation of the City and neither the full faith and credit nor the taxing power of the City
is pledged to the payment of the principal of or the interest on this Bond Anticipation Note.
Reference to the Ordinance and any and all modifications and amendments thereto and to
the Act is hereby made for a description of the nature and extent of the security for this Bond
Anticipation Note, the nature, extent and manner of enforcement of the pledge, the rights and
remedies of the owner of this Bond Anticipation Note and the terms and conditions upon which
this Bond Anticipation Note is issued and secured.
The City has not designated this Bond Anticipation Note as a qualified tax - exempt
obligation under the provisions of Section 265(b) of the Internal Revenue Code of 1986 relating
to the disallowance of 100% of the deduction by financial institutions for interest expense
allocable to tax - exempt obligations.
This Bond Anticipation Note is issuable only in fully registered form in denominations of
$1,000 or any integral multiple thereof not exceeding the aggregate principal amount of this
Bond Anticipation Note.
It is hereby certified and recited that all conditions, acts and things required to be done
precedent to and in the execution, issuance and delivery of this Bond Anticipation Note have
been done and have been performed in the regular and due form as provided by law.
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IN WITNESS WHEREOF, the City of Jeffersonville, Indiana, has caused this Bond
Anticipation Note to be executed by the manual or facsimile signature of the Mayor,
countersigned with the manual or facsimile signature of its Controller, and attested by the
manual or facsimile signature of the Clerk of the City, who has caused the seal of the City to be
impressed or a facsimile thereof to be printed hereon.
. ∎` ,
,' CITY OF JEFFERS I N ' LE, IND /a NA
.• vORPORA a,o
:O. +�*F -4� -•t'J5 By
,..•. k ayo
r
r, • •••••_ • ��`� / ,
By: amrif
Con jller'
�
(SEAL)
Attest:
/ i
16,—Z "' . , or -6%-)
Clerk
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ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
the within Bond Anticipation Note of the City of Jeffersonville,
Indiana and does hereby constitute and appoint , attorney, to transfer said
Bond Anticipation Note on the books kept for registration thereof, with full power of substitution
in the premises.
Dated:
Signature guaranteed: Registered Owner:
NOTICE: Signature(s) must be guaranteed NOTICE: The signature to this
by an eligible guarantor institution assignment must correspond with the
participating in a Securities Transfer name as it appears on the face of the
Association recognized signature guarantee within Bond Anticipation Note in every
program. particular, without alteration or
enlargement or any change whatsoever.
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CERTIFICATE OF THE CITY OF JEFFERSONVILLE
RE: ARBITRAGE AND FEDERAL TAX MATTERS
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
We, the undersigned, certify that we are the duly elected or appointed officials of the City
of Jeffersonville, Indiana ( "Issuer "), holding the offices appearing under our names, are the
officials under whose jurisdiction the proceeds of the hereinafter described Notes will be
expended, are authorized to execute this certificate on behalf of the Issuer and are officers of the
Issuer charged by Ordinance No. 2012 -OR -38 ( "Ordinance ") of the Issuer with actually issuing
the Notes.
We further certify that:
1. Applicable Laws. This certificate is executed for the purpose of, among other
matters, setting forth the facts and estimates upon which the Issuer represents that the Notes do
not and will not bear interest which is includable in the gross income of the owners thereof and
bases its reasonable expectations that the Notes are not private activity bonds or arbitrage bonds
under (i) the applicable sections of the Internal Revenue Code in effect on the date hereof (the
"Code ") and (ii) Treasury Regulations Section 1.141 -1 through -16, 1.148 -1 through -11,
1.149(b) -1, 1.149(e) -1, 1.149(g) -1 and 1.150 -1 through -2 to the extent applicable on the date
hereof ( "Regulations "). Unless otherwise indicated by the context in which they are used, words
and phrases used in this certificate have the meaning ascribed to them in the Regulations. This
certificate is based upon facts and circumstances in existence on the date of its execution, which
is also the date on which the Notes are physically delivered to the purchaser. To the best of our
knowledge and belief, the expectations of the Issuer set forth herein are reasonable, and a
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reasonably prudent person would have the same expectations based on all the objective facts and
circumstances. The expectations of the Issuer would not be different if the interest on the Notes
was not excludable from gross income under Section 103 of the Code.
2. Summary of Financing. We are cognizant of the facts and circumstances
regarding the issuance of the Bond Anticipation Notes of 2012 of the Issuer in the amount of
$4,000,000 ( "Notes "), dated November 7, 2012, and the intended use of the proceeds of the
Notes to provide interim financing for the construction of certain park improvements, together
with the necessary appurtenances, related improvements and equipment (collectively, "Project ")
and to pay issuance expenses as described in Exhibit A .
3. Sale Proceeds. The Issuer expects to sell the Notes to the purchaser for a total of
$4,000,000 ( "Sale Proceeds "). No accrued interest will be paid.
4. Disposition of Proceeds. (a) The Sale Proceeds will be deposited in the
Construction Fund ( "Construction Fund "). The Sale Proceeds will be used by the Issuer for the
purpose of financing the Project and to pay issuance expenses as described in Exhibit A. The
Issuer expects to pay approximately $80,000 in issuance expenses. The Issuer expects that all of
the Sale Proceeds will be spent within six (6) months of the issue date of the Notes.
(b) [None of the Sale Proceeds will be used to reimburse the Issuer for costs of
the Project paid by the Issuer prior to the issuance of the Notes.]
5. Construction Fund. (a) The moneys held in the Construction Fund shall be used
to finance the costs of the Project within the time periods and in the amounts as set forth on
Exhibit B.
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(b) Substantial binding obligations to third parties to commence the Project have been
incurred by entering into contracts for the Project in an amount of $ . These sums
account for at least 5% of the Sale Proceeds.
(c) Based upon the estimates of the Issuer, as to periods of expenditure of the Sale
Proceeds, the Issuer reasonably expects that at least eighty -five percent (85 %) of the Sale
Proceeds of the BANs will be allocated to expenditures on the Project within the -month
period from November 7, 2012, through 31, 20 .
(d) Based upon the above and the schedule contained in Exhibit B, the Issuer
reasonably expects the expenditure test of Regulations Section 1.148- 2(e)(2)(i)(A) to be met.
(e) Based upon the above, the Issuer reasonably expects that work on the Project will
proceed with due diligence, as defined in Regulations Section 1.148- 2(e)(2)(i)(C) to completion,
presently expected on or about , 20 , and the allocation of Sale
Proceeds to these expenditures will occur as these expenditures are paid. The Notes are being
issued at this time to provide for the payment of the costs of the Project.
(f) The Sale Proceeds, together with the investment earnings thereon, will not exceed
the amounts necessary for the purpose or purposes of the Notes, as shown above. Any amounts
remaining in the Construction Fund upon completion of the Project (except moneys reserved to
pay any disputed or unpaid claims) will be applied to pay additional Project costs, or for the
same purpose or type of project for which the Notes were issued.
(g) Based upon the above, the Issuer reasonably expects that the Construction Fund
will quality for the temporary period described in Regulations Section 1.148- 2(e)(2) and moneys
in such fund may be invested at an unrestricted yield.
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6. No Sale of Project. The Issuer reasonably expects that the Project will not be sold
or otherwise disposed of, in whole or in part, prior to the last maturity of the Notes.
7. Source of Payment. (a) The principal of and interest on the Notes is payable
from the proceeds of the Bonds as defined and authorized in the Ordinance, subsequent Notes to
be issued by the Issuer, and any other Notes or bonds which may be legally issued to refund the
Notes. Interest on the Notes is also payable from EDIT Revenues (as defined in the Ordinance).
The Ordinance provides for the monthly deposit from the EDIT Revenues into the Bond and
Interest Account of amounts equal to at least one -sixth (1/6) of the interest due and payable on
the then outstanding Notes on the then next succeeding interest payment date and any fiscal
agency charges that are payable. The Issuer expects that the monthly deposits into the Bond and
Interest Account will be held for no more than thirteen (13) months and that such Account will
be depleted at least once a year as to interest payments due on the Notes except for a reasonable
carryover which will not exceed the greater of 1 /12 of annual debt service on the Notes for the
immediately preceding bond year or one year's earnings on such amounts for the immediately
preceding bond year. The Bond and Interest Account is designed to achieve a proper matching
of the Issuer's EDIT Revenues and interest payments on the Notes within each bond year.
Therefore, the Bond and Interest Account constitutes a Bona Fide Debt Service Fund (as defined
in the Regulations) as to the Notes under the Regulations, and moneys therein will be invested
without restriction as to yield.
(b) Other than the funds and accounts described above, there are no other funds or
accounts of the Issuer established pursuant to the Ordinance or otherwise, (i) which are
reasonably expected to be used to pay debt service on the Notes or which are pledged as
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collateral to secure repayment of debt service on the Notes; (ii) for which there is reasonable
assurance that amounts therein will be available to pay debt service on the Notes; or (iii) for
which the Issuer has agreed to maintain a particular balance for the direct or indirect benefit of
the owners of the Notes.
8. Replacement Proceeds. (a) As set forth in Exhibit C, the weighted average
maturity of the Notes ( years) is less than 120% of the reasonably expected economic life
of the Project financed with the proceeds of the Notes (at least years) and, therefore,
replacement proceeds will not arise under Section 1.148- 1(c)(4); and
(b) No portion of the proceeds of the Notes will be used as a substitute for other funds
which would otherwise have been used to pay the principal of, premium, if any, or interest on the
Notes and which will be used directly or indirectly to acquire obligations producing a yield in
excess of the Yield (as defined in Section 11).
9. Concurrent Issues. There are no other obligations of the Issuer which (i) are
issued at substantially the same time as the Notes, (ii) are sold pursuant to the same plan of
financing as with the Notes, and (iii) are reasonably expected to be paid out of substantially the
same source of funds as the Notes.
10. Artifice and Device. The Issuer has not employed in connection with the issuance
of the Notes a transaction or series of transactions that attempts to circumvent the provisions of
the Code and the Regulations, enabling the Issuer to exploit the difference between tax - exempt
and taxable interest rates to obtain a material financial advantage (based on arbitrage) and
overburdening the market for tax - exempt obligations through actions such as, but not limited to,
issuing more obligations, issuing obligations sooner, and allowing them to remain outstanding
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longer than would otherwise be reasonably necessary to accomplish the governmental purposes
of the Notes.
11. Calculation of Yield. The yield on the Notes ( %) has been calculated
in accordance with the Regulations as shown in Exhibit C ( "Yield "). In calculating the Yield, the
Issuer relied on information provided by the purchaser of the Notes.
12. Maintenance of Tax Exemption. This certificate is being executed and delivered
pursuant to the laws set forth in paragraph 1. On the basis of the foregoing, it is not expected
that the proceeds of the Notes will be used in a manner that would cause the Notes to be private
activity bonds under Section 141 of the Code and the Regulations or arbitrage bonds under
Section 148 of the Code and the Regulations. No action shall be taken that would impair the
exclusion from gross income of interest on the Notes provided by Section 103(a) of the Code. In
particular, and without limiting the foregoing, the proceeds of the Notes shall not be used or
invested in any manner that will cause the Notes to be private activity bonds within the meaning
of Section 141 of the Code or arbitrage bonds within the meaning of Section 148 of the Code.
So long as any of the Notes remain outstanding, no action shall be taken or authorized that will
cause the Notes to be classified as private activity bonds within the meaning of such Section 141
and the Regulations or arbitrage bonds within the meaning of such Section 148 and the
Regulations. Except as provided in this certificate, no proceeds of the Notes shall be invested at
an unrestricted yield for a period of time or in an amount not allowable under the Code or the
Regulations.
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13. Covenants Regarding Use of Note Proceeds. In order to preserve the exclusion
from gross income of interest on the Notes under federal law and as an inducement to purchasers
of the Notes, the Issuer represents, covenants and agrees that:
(a) The Project will be available for use by members of the general public. Use by a
member of the general public means use by natural persons not engaged in a trade or business.
No person or entity, other than the Issuer or another state or local governmental unit, will use
more than 10% of the proceeds of the Notes or property financed by the Note proceeds other
than as a member of the general public. No person or entity other than the Issuer or another state
or local governmental unit will own property financed by Note proceeds or will have actual or
beneficial use of such property pursuant to a lease, a management, service, or incentive payment
contract, an arrangement including 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 public at large, unless such uses in the aggregate
relate to no more than 10% of the proceeds of the Notes. If the Issuer enters into a management
contract for all or a portion of the Project, the terms of the contract will comply with the
regulations and IRS Revenue Procedure 97 -13, as amended, supplemented or superseded from
time to time, so that the contract will not give rise to private business use under the Code and the
Regulations unless such use in the aggregate relates to no more than 10% of the proceeds of the
Notes.
(b) No more than 10% of the payment of the principal of or interest on the Notes will
be (under the terms of the Notes, the Ordinance or any underlying arrangement), directly or
indirectly, (i) secured by any interest in property used or to be used for a private business use or
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I/2985157.1
payments in respect of such property or (ii) derived from payments (whether or not to the Issuer)
in respect of such property or borrowed money used or to be used for a private business use.
(c) No more than 5% of the Note proceeds will be loaned to any entity or person
other than a state or local governmental unit. No more than 5% of the Note proceeds will be
transferred, directly or indirectly, or deemed transferred to a nongovernmental person in any
manner that would in substance constitute a loan of the Note proceeds.
(d) The Issuer reasonably expects, as of the date hereof, that the Notes 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.
(e) Not more than 5% of the proceeds of the Notes will be attributable to private
business use as described in paragraph (a) and private security or payments described in
paragraph (b) 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
governmental 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 Issuer will not take any action nor fail to take any action with respect to the
Notes that would result in the loss of the exclusion from gross income for federal income tax
purposes of interest on the Notes pursuant to Section 103 of the Code, nor will it act in any other
manner that would adversely affect such exclusion. The Issuer covenants and agrees not to enter
into any contracts or arrangements which would cause the Notes to be treated as private activity
bonds under Section 141 of the Code.
(g) The Notes are not private activity bonds as defined in Section 141 of the Code.
-8
I12985157.1
14. Hedge Bonds. No more than 50% of the Sale Proceeds will be invested in
nonpurpose investments having a substantially guaranteed yield for four years or more. As
shown in paragraph 5, at least 85% of the Sale Proceeds will be spent within three years of the
date of issuance.
15. Federal Guarantees. The Notes are not federally guaranteed as described in
Section 149(b) of the Code.
16. Information Returns. The Issuer will file or cause to be filed on or before
February 15, 2013, the information return for governmental bonds on Form 8038 -G with the
Internal Revenue Service Center, Ogden, Utah, 84201, for the issuance of the Notes. The Issuer
has reviewed the provisions of Form 8038 -G included in the transcript for the Notes and hereby
certifies that the information in it is correct.
17. Registered Bonds. The Notes will be issued in registered form as described in
Section 149(a) of the Code.
18. Rebate Requirement. The Issuer certifies that it will rebate any arbitrage profits
to the United States in accordance with the Code and the Memorandum of Compliance attached
hereto as Exhibit D.
19. Change in Law. It is not an event of default under the Ordinance if the interest on
any BAN is not excludable from gross income for federal tax purposes or otherwise pursuant to
any provision of the Code which is not currently in effect and in existence on the date of the
issuance of the Notes.
20. Written Procedures. The execution and delivery of this certificate, together with
all exhibits and schedules attached hereto, by the Issuer will be treated by the Issuer as the
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I/2985157.1
establishment of written procedures: (i) to ensure that any Notes that become nonqualified bonds
are identified and remediated in accordance with the requirements of the Code and Regulations,
including the remediation provisions of Section 1.142 -2 of the Regulations or other applicable
regulation; and (ii) to monitor compliance with the arbitrage, yield restriction and rebate
requirements of Section 148 of the Code.
21. We have discussed this certificate and the provisions of the Code and the
applicable Regulations with such professionals as we have deemed necessary. We have been
given an opportunity to ask questions of Ice Miller LLP with respect to the certifications
contained above and the information needed to complete such certifications and have discussed
such certifications with Ice Miller LLP. Based on all of these discussions, we are satisfied: (a)
that we understand the certifications which we have made in this certificate; and (b) that to the
best of our knowledge, information and belief, all of the certifications contained herein are true,
complete and accurate.
22. To the best of our knowledge, information, and belief, the above expectations are
reasonable and there are no other facts, estimates or circumstances that would materially change
any of the foregoing certifications or conclusions. We understand that this certificate will be
relied upon by the purchaser of the Notes and by Ice Miller LLP in rendering its opinions as to
various legal issues, including the excludability from gross income of interest on the Notes for
federal tax purposes. We further understand that the facts contained in this certificate will be
used by the purchaser of the Notes to review the offering materials and disclosure documents to
be distributed in connection with the sale of the Notes. The representations contained in this
certificate may be relied upon by Ice Miller LLP and others in determining whether or not the
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I/2985157.1
Notes constitute private activity bonds within the meaning of Section 141 of the Code or
arbitrage bonds within the meaning of Section 148 of the Code and whether or not the interest on
the Notes is subject to inclusion in gross income for federal income tax purposes or is subject to
income taxation by the State of Indiana under existing statutes, regulations, and decisions.
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I/2985157.1
IN WITNESS WHEREOF, we have hereunto set our hands this 7th day of November,
2012.
THE CITY 0 J' F ERSON ILLE, INDIANA
T
1 11
Mayor F .
Controller
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I/2985157.1
EXHIBIT A
Sources and Uses of Funds
Sources:
Note Proceeds $4,000,000.00
TOTAL $4,000,000.00
Uses:
Project costs $3,920,000
Costs of issuance 80,000,00
TOTAL $4,000,000.00
I/2985157.1
EXHIBIT B
Weighted Average Maturity Calculation
Date Amount Purpose
I/2985157.1
EXHIBIT C
Yield Calculation
Weighted Average Maturity Calculation
I/2985157.1
EXHIBIT D
MEMORANDUM ON COMPLIANCE WITH REBATE REQUIREMENT
To: City of Jeffersonville, Indiana
From: Ice Miller LLP, Bond Counsel
Date: November 7, 2012
Re: Bond Anticipation Notes of 2012 ( "Notes ")
The Issuer has covenanted to comply with the rebate requirement of Section 148(0 of the
Code to the extent necessary to preserve the exclusion from gross income of interest on the Notes
for federal tax purposes. This Memorandum describes the actions which must be taken by the
Issuer in order to comply with the rebate requirement of Section 148(0 of the Code and the
Regulations. This is not an exhaustive discussion of the rules relating to the rebate calculation
and the procedures which must be followed in order to calculate the Rebate Amount and the
Yield on the Notes. Unless the Issuer is familiar with the Regulations pertaining to the
calculation of the Yield and the Rebate Amount and has the capability to calculate the Rebate
Amount and the Yield, the Issuer must employ a Rebate Calculator to perform these calculations.
This memorandum is based on the Code and the Regulations as existing and in effect on
the date of this Memorandum, but it is the Issuer's responsibility to contact a Rebate Calculator
prior to calculating any Rebate Amount to determine the status of the Code and the Regulations
applicable to the Notes at that time.
Ice Miller LLP has served as Bond Counsel to the Issuer for the Notes and on the Date of
Delivery of the Notes delivered an approving opinion relating to the validity and the exclusion
from gross income of interest on the Notes. Although that employment did not include any
obligation to monitor compliance by the Issuer with the federal tax requirements found in the
Code, including the rebate requirement in Section 148(0 of the Code, after the delivery of the
Notes, the Firm would be happy to make arrangements with the Issuer to assist it with such
compliance, including compliance with the rebate requirement.
Capitalized terms have the definitions set forth in this Memorandum.
DEFINITIONS
As used in this Memorandum the following terms shall have the meanings indicated:
"Bond Counsel" means an attorney or firm of attorneys approved by the Issuer that is
nationally recognized in the area of municipal law and matters relating to the exclusion of
interest on state and local government bonds from gross income under federal tax law, including
particularly compliance with Section 148(0 of the Code.
I/2985157.1
"Code" means the Internal Revenue Code of 1986, as amended and in effect on the Date
of Delivery.
"Computation Date" means the maturity or redemption date of the Notes.
"Date of Delivery" means November 7, 2012.
"Issuer" means the City of Jeffersonville, Indiana.
"Gross Proceeds" means any Proceeds of the Notes and any replacement proceeds of the
Notes (as defined in Section 1.148 -1(c) of the Regulations).
"Notes" means the Bond Anticipation Notes of 2012, issued on the Date of Delivery in
the aggregate principal amount of $4,000,000.
"Note" means any one of the Notes.
"Proceeds" of the Notes means:
(a) any amounts actually or constructively received from the sale or disposition of the
Notes (excluding accrued interest received on the Date of Delivery that is used to pay interest on the
Notes within one year of the Date of Delivery); and
(b) any amount actually or constructively received from the investment of Proceeds.
"Purchaser" means Main Source Bank.
"Qualified Exempt Investments" means certain Demand Deposit State and Local
Government Series U.S. Treasury obligations and certain exempt temporary investments to be
defined in the Regulations.
"Rebate Amount" means the amount that is calculated for the Computation Date in
accordance with the requirements of this Memorandum, Section 148(0 of the Code and the
Regulations to be paid to the United States of America in accordance with the requirements of
this Memorandum by the Issuer or a person acting on behalf of the Issuer, reduced by the
computation date credit permitted by the Regulations.
"Rebate Calculator" means Bond Counsel, or a nationally recognized firm of accountants
experienced in calculating the Yield and the Rebate Amount. The Rebate Calculator must be
satisfactory to the Issuer.
"Rebate Payment" means the payment made by the Issuer to the United States of America
within 60 days after the Computation Date.
I/2985157.1 - 2 -
"Regulations" means the Treasury Regulations as defined in the Arbitrage Certificate to
which this Rebate Memorandum is attached as an exhibit.
"Yield" means % the initial yield on the Notes. If the Yield must be
recalculated upon redemption of any Notes prior to maturity, Yield shall, unless the context
requires otherwise, mean the recomputed Yield.
INVESTMENT OF FUNDS
Funds and Accounts. The following account is subject to the rebate requirement, unless
the Notes qualify for an exception to the rebate requirement or unless the particular account is
eligible for an exception to the rebate requirement:
Construction Fund
Bond and Interest Account ( "Bond Fund ")
The Bond Fund will not be subject to the rebate requirement as long as it is a bona fide
debt service fund. A bona fide debt service fund is a fund used primarily to achieve a proper
matching of revenues and debt service within each Bond Year. In order to be a bona fide debt
service fund and qualify for this exception the Bond Fund must be depleted at least once a year
except for a reasonable carryover amount which may not exceed the greater of one year's
earnings on the Bond Fund for the immediately preceding bond year or one - twelfth of annual
debt service for the immediately preceding bond year.
If all of the Gross Proceeds are invested in Qualified Exempt Investments the Rebate
Amount need not be computed as of such Computation Date.
The Issuer should contact Bond Counsel if any other funds or accounts are at any time
pledged or available to pay debt service on the Notes.
Investment Procedures. Proceeds should be invested at market interest rates. The Issuer
should invest as much of the Proceeds as possible, obtain at least three bids for each investment
to be made and select the bid that provides the best return to the Issuer. The Issuer should keep
records of the bids asked for and received, including the name of the bidder, a description of the
investment and the price offered. The Issuer may invest in the securities permitted by the bond
ordinance and Indiana law. Investment decisions should be made without regard to whether the
return on the investments is higher or lower than the Yield on the Notes.
In general, the fair market value of an investment is the price at which a willing buyer
would purchase the investment from a willing seller. See Regulation Section 1.148- 5(d)(6) for
rules relating to guaranteed investment contracts and certificate of deposit.
In calculating the yield on investments, certain reasonable qualified investment costs (as
defined in Section 1.148(5)(e)(2)) need not be taken into account. Qualified administrative costs
1/2985157.1 - 3 -
include certain brokerage or selling commissions and similar costs, but do not include legal or
accounting, recordkeeping, custody or similar costs.
YIELD
Initial Yield. The initial Yield has been calculated as shown on Exhibit B of the arbitrage
certificate to which this Memorandum is attached. The initial Yield was calculated in
accordance with the Regulations based on information provided by the Issuer and the Purchaser
as to the terms and the issue price of the Notes. The initial Yield shall be the Yield on the Notes
for the purposes of any yield restriction of Gross Proceeds of the Notes.
Yield on Computation Date. If on or prior to the Computation Date any of the Notes has
been redeemed prior to maturity, the Issuer may need to recalculate the Yield on the Notes. The
Issuer should contact Bond Counsel or its Rebate Calculator at the time of such redemption to
determine whether the Yield on any Note must be recalculated.
REBATE CALCULATION AND PAYMENT
Calculation of the Rebate Amount. The Rebate Amount shall be calculated within 60
days of the Computation Date. The Issuer shall employ a Rebate Calculator to calculate the
Rebate Amount and shall, as soon as possible after the Computation Date, provide the Rebate
Calculator with the information necessary to calculate the Rebate Amount. The Rebate Amount
as calculated by the Rebate Calculator shall be reduced by the computation credit permitted by
the Regulations.
Rebate Payment. Not later than the latest of:
(i) the date sixty days after the Computation Date, or
(ii) the date eight months after the Date of Delivery,
the Issuer shall remit to the United States of America the Rebate Amount computed as of the
Computation Date plus the income attributable to the Rebate Amount as determined by the Rebate
Calculator.
Payment shall be made to:
Internal Revenue Service Center
Ogden, Utah 84201
Payment shall be accompanied by the Form 8038 -T.
No Rebate Payment is required if the Rebate Amount is less than $100. The Rebate
Payment shall be rounded down to the nearest $100.
I/2985157.1 - 4 -
MAINTENANCE OF RECORDS
Investment Records. The Issuer must maintain, throughout the term of the Notes and
until 6 years after the date of retirement of the Notes with respect to each investment, records
sufficient to establish:
(1) the date of purchase of or, if later, the date of which such investment is allocated to
the Gross Proceeds of the Notes;
(2) the rate of interest on such investment;
(3) any accrued interest on such investment as of the date described in item (1);
(4) the date on which such investment was sold or otherwise disposed of or, if earlier,
the date of retirement of the Notes;
(5) the fair market value as of the date described in item (1) of such investment, together
with a computation of such fair market value and a description of the basis (including
documentation sufficient to establish such basis) upon which such fair market value was
determined; and
(6) any accrued interest paid by a transferee of such investment.
Records of Funds and Accounts. The Issuer should also keep records of all transactions
involving the funds and accounts described above and of all investments in an orderly and
accurate fashion, including the information described above, so that the information can be
readily input into a computer to perform the rebate calculation. A sample input form is attached
as Appendix A showing a typical method of formatting the information for the rebate
calculation. The Issuer can reduce its costs of calculating the Rebate Amount by providing the
information in the form requested by the Rebate Calculator. The attached form is an example
but the Rebate Calculator ultimately selected should provide a form compatible with its system.
Rebate Records. The Issuer or a person acting on behalf of the Issuer shall, throughout
the term of the Notes and until six (6) years after the retirement date of the Notes, (1) keep and
maintain records pertaining to the Rebate Amount and the amount and time of all payments to
the United States of America pursuant to this Memorandum, and (2) retain copies of the Form
8038 -T and Form 8038 -G filed with respect to the Notes and the statement of the Issuer
submitted with each payment to the United States of America.
AMENDMENTS
The Issuer has covenanted to comply with the rebate requirement of Section 148(0 of the
Code to the extent necessary to maintain the exclusion from gross income of interest on the
Notes. To that end, this Memorandum may be amended from time to time for the purpose of
I/2985157.1 - 5 -
more accurately providing procedures and rules consistent with the provisions of the
Regulations, as the Regulations are amended and finalized. However, the Issuer shall obtain
from Ice Miller an opinion to the effect that such amendment and compliance by the Issuer with
this Memorandum in amended form will not adversely affect the exclusion from gross income of
interest on the Notes for federal income tax purposes.
Appendix A - Sample Input Form
I/2985157.1 - 6 -
APPENDIX A
LISTING OF INVESTMENTS
FOR FUND /ACCOUNT
Investment
Number Description/Maturity Date Rate Amount
2. $
3. $
4. $
5. $
6. $
7. $
8. $
9. $
10. $
11. $
12. $
13. $
14. $
15. $
16. $
17. $
*TAX - EXEMPT INVESTMENTS SHOULD NOT BE SHOWN
I/2985157.1
APPENDIX A
LISTING OF INVESTMENT TRANSACTIONS
FOR FUND /ACCOUNT
Date Investment # /Description Purchase $ Earnings
Sale/Maturity
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
*TAX - EXEMPT INVESTMENTS SHOULD NOT BE SHOW
I/2985157.1
CERTIFICATE RE: SALE OF BOND ANTICIPATION NOTES
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
I, Monica Harmon, hereby certify that I am the duly appointed, qualified and acting
Controller of the City of Jeffersonville, Indiana ( "Issuer ").
I further certify that I have sold a fully registered bond anticipation note of the Issuer
described as follows:
Designation: City of Jeffersonville, Indiana
Bond Anticipation Note of 2012 ( "BAN ")
Total Issue: $4,000,000
Originally dated: November 7, 2012
To: Main Source Bank
at a price of par.
I further certify that in the sale of the BAN all provisions of the governing statutes and
ordinances have been complied with.
IN WITNESS WHEREOF, I have ' -reunto set my hand and the ficial seal of the City
of Jeffersonville, Indiana, on this the 7th day s No ■ . = - . 2 , i `
.`
Cont. olle
(SEAL)
I/2984960.1
GENERAL CERTIFICATE OF THE
CITY OF JEFFERSONVILLE
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
We, the duly elected or appointed, qualified and acting undersigned officers of the City of
Jeffersonville ( "City ") hereby certify that:
1. The City is a municipal corporation of the State of Indiana created and existing as
such under the constitution and laws of the State of Indiana.
2. The foregoing transcript to which this certificate is attached contains full, true and
correct copies of all proceedings had by the Common Council relating to the authorization,
issuance and sale of the Bond Anticipation Note of 2012 ( "Note ") referred to in the transcript; all
of these proceedings have been duly recorded in the proper permanent records of the City, and
•
have been signed by the proper officials of the City.
3. "I'he copies of Ordinance No. 2012 -OR -38 ( "Bond Ordinance ") and Ordinance
Nos. 2012 -OR -39 and 2012 -OR- (appropriation ordinances), set out in the foregoing
transcript have been compared by us and are full, true and correct copies of the whole of these
ordinances, and that these ordinances have been duly signed by the Mayor and recorded in the
permanent ordinance record of the City. The ordinances have not been amended, modified,
repealed or rescinded and are now in full force and effect.
4. All actions taken by the Common Council concerning the Note were taken at
meetings open to the public which complied in all respects with IC 5- 14 -1.5. Notice of the
meetings was given in accordance with IC 5- 14- 1.5 -5. No such actions were taken by secret
ballot or by reference to agenda number or item only. If an agenda was used, it was posted at the
entrance to the meeting room prior to the meetings. Memoranda were kept during the meetings
I/2984960.1
and made available as required by IC 5- 14- 1.5 -4. No executive sessions were held except those
permitted under IC 5- 14- 1.5 -6.1.
5. The transcript to which this certificate is attached contains full, true and correct
copies of the:
(a) Minutes of the meetings of the Common Council dated
2012, October 1, 2012 and , 2012.
(b) Proofs of publication of notices of public hearings on additional appropriation;
(c) Note Purchase Agreement ( "Note Purchase Agreement ") providing for the sale of
the Note to Main Source Bank, dated November 7, 2012;
(d) Evidence of Action of Clark County Council imposing EDIT; and
(e) Capital Improvement Plan, as amended; Executive Order of Mayor amending
Capital Improvement Plan.
6. There is no litigation pending or in any wise threatened in any way questioning
the validity of the Note referred to in the foregoing transcript, or any of the proceedings had
relating to the authorization, issuance and sale of the Note, to the pledge of certain bond proceeds
to the payment of the principal of and interest on the Note, or the pledge of EDIT Revenues (as
defined in the Bond Ordinance) to the payment of interest on the Note, or to the construction of
the projects referred to in the foregoing transcript and being financed with the proceeds of the
Note, or to the issuance of the bonds authorized for the refunding of the Note.
7. Any descriptions and statements of or pertaining to the City contained in the
financial statements pertaining to its Note on the date of such statements, or contained in any
other information submitted in relation to the Note on the date of the sale of the Note pursuant to
the Note Purchase Agreement, and on the date of delivery of the Note were and are true and
-2
I12984960.1
correct in all material respects, and did or do not contain any untrue statement of a material fact
or omit to state a material fact required to be stated where necessary to make the statements, in
the light of the circumstances under which they were made, not misleading. The representations
herein will survive the purchase of the Note.
8. The seal which is impressed or imprinted upon the Note and impressed upon this
certificate is the legally adopted, proper and only official corporate seal of the City.
9. The total indebtedness of the City, including the amount of the Note and all other
indebtedness of the City of any nature or character, bonded or otherwise, assuming all such debt
constitutes debt in the constitutional sense under the Indiana constitution, is $4,000,000 and does
not exceed and constitutional or statutory limitations of indebtedness. The net assessed value of
taxable property in the City, as shown by the last complete and final assessment for state and
county taxes is $1,401,070,861.
-3
I/2984960.1
IN WITNESS WHEREOF, we have signed our names and impressed the corporate seal
of the City of Jeffersonville this 7th day of November, 2012.
jgnature Name Official Title
lik v ike Moore Mayor
i b v Monica Harmon Controller
f ,7 Y �A ...i /_ __ //. Vicki Conlin Clerk
orilliww, 4 ,
(SEAL) `��`, i,� '�.,��
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-4
I/2984960.1
CERTIFICATE OF CITY ATTORNEY
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
I, Les D. Merkley, certify that I am counsel for City of Jeffersonville ( "City "). I further
certify that I have examined and am familiar with the proceedings of the City relating to the
authorization of the Bond Anticipation Note of 2012 ( "Note ").
Based upon the foregoing and upon such other information and documents as I believe
necessary to enable me to render this certificate, I certify and opine that:
1. The City is a duly constituted municipal corporation of the State of Indiana,
validly existing under the constitution and statutes of the State of Indiana, and has the power and
authority to carry out and consummate all transactions to issue the Note. Neither the corporate
existence nor the boundaries of the City, nor the title of the City officers to their respective
offices is being contested.
2. The City has complied with all of the requirements of Indiana law with respect to
the authorization, execution and delivery of the Note.
3. All actions of, and the ordinances adopted by, the Common Council relating to
the Note and all related proceedings comply with all by -laws, rules and regulations of the City
and the Common Council thereof.
4. None of the proceedings had or actions taken with regard to the Note mentioned
herein has or have been amended, repealed, rescinded or revoked.
5. As of this date no notice has been received by the City, nor has any litigation been
filed, which would challenge the corporate existence or legal capacity of the City, nor contesting
the title of the City officers to their respective offices.
6. As of this date no notice has been received nor litigation filed which would
challenge the pledges made by the City for the payment of the principal of and interest on the
Note, the issuance of the bonds authorized for the refunding of the Note; the construction of
certain park improvements, together with the necessary appurtenances, related improvements and
equipment with the Note proceeds; or the issuance, sale, execution or delivery of the Note and
the underlying ordinances necessary to finance that projects.
7. I have reviewed the General Certificate of the City, the Certificate of the City Re:
Arbitrage and Federal Tax Matters, Ordinance Nos. 2012- OR -38, 2012 -OR -39 and 2012 -OR-
, the Note Purchase Agreement, between the City and Main Source Bank dated November 7,
2012 and other certificates of the City contained in the transcript of which this certificate is a part
in connection with the Note and nothing has come to my attention that would render the
representations therein untrue, inaccurate or in any way misleading.
I/2984960.1
Dated this 7th day of November, 2012.
Les D. Merkley, City At
-2-
1/2984960.1
SIGNATURE AND NO LITIGATION CERTIFICATE
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
We, the undersigned officers of the City of Jeffersonville ( "City "), do hereby certify that
we have officially signed the Bond Anticipation Note of 2012 ( "Note ") described in Exhibit A
hereto being on the date of such signing and on the date hereof, the duly chosen, qualified and
acting officers authorized to execute the Note and holding the offices indicated by the official
titles opposite our names.
We further certify that there is no litigation of any nature now pending or to our
knowledge threatened in any way relating to, affecting or questioning the issuance, sale,
execution or delivery of the Note, or of any of the proceedings had or actions taken leading up to
the execution and delivery of the same, or the construction of certain park improvements,
together with the necessary appurtenances, related improvements and equipment on account of
which the Note are issued, or payment of the interest on or principal of the Note, or otherwise
affecting or questioning the validity of the Note; that neither the corporate existence nor the
boundaries of the City, nor the title of the undersigned officers to our respective offices is being
contested, and that no proceedings or authority for the issuance, sale, execution or delivery of the
Note has or have been amended, repealed, rescinded or revoked.
We further certify that the seal which has been impressed upon the Note and upon this
certificate is the legally adopted, proper and only official corporate seal of the City.
WITNESS our hands and the corporate seal this 7th day of November, 2012.
Signatures Name Official Title
I.J e74. " • Moore Mayor
I ffikel Monica Harmon Controller
Vicki Conlin AP - / Clerk
(SEAL)
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I/2984960.1
EXHIBIT A
Designation: Bond Anticipation Note of 2012
Total Issue: $4,000,000
Interest Rate
and Payment Dates: 2.05% payable semiannually on January 15 and July 15 of each year,
beginning July 15, 2013
Dated: November 7, 2012
Maturity: July 15, 2017, unless prepaid in accordance with the Note Purchase
Agreement
1/2984960.1
CERTIFICATE OF DELIVERY AND PAYMENT
STATE OF INDIANA
) SS:
COUNTY OF CLARK
I, Monica Harmon, the duly appointed, qualified and acting Controller of City of
Jeffersonville, Indiana, hereby certify that I have delivered to Main Source Bank, the Bond
Anticipation Note of 2012 ( "Note "), in the amount of $4,000,000, dated November 7, 2012, and
bearing interest as set forth therein.
I further certify that I have received $4,000,000 as payment on the Note. This delivery
and payment is in accordance with the terms of the Note Purchase Agreement between City of
Jeffersonville and the purchaser of the Note.
I further certify that I am the officer authorized by law to receive payment for and deliver
the Note, and that the Note have been signed manually by the officers now holding the offices
indicated on the Note.
Dated this 7th day of November, 2012.
(SEAL)
/kik**
Monica Harmon
Controller, City of Jeffersonville, Indiana
I/2984960.1
Form 8038 -G Information Return for Tax - Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e)
( Rev. September 2011 ) OMB No 1545 - 0720
► See separate instructions.
Department of the Treasury Caution: If the issue price is under $100,000, use Form 8038 -GC.
Internal Revenue Service
Part I Reporting Authority If Amended Return, check here ■ ❑
1 Issuer's name 2 Issuer's employer identification number (EIN)
City of Jeffersonville, Indiana 35 6001067
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a
N/A N/A
4 Number and street (or P.O. box if mail is not delivered to street address) Room /suite 5 Report number (For IRS Use Only)
City Hall, Suite 300, 500 Quartermaster Court 1 3 1 1
6 City, town, or post office, state, and ZIP code 7 Date of issue
Jeffersonville, Indiana 47130 11/07/2012
8 Name of issue 9 CUSIP number
Bond Anticipation Note of 2012 N/A
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other
instructions) employee shown on 10a
Monica Harmon, Controller (812) 285 -6429
Part II Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education . . . . 11
12 Health and hospital 12
13 Transportation . . 13
14 Public safety . . . . 14
15 Environment (including sewage bonds) 15
16 Housing . . . . . 16
17 Utilities . . . . . 17
18 Other. Describe • Park Improvement BAN 18 4,000,000 00
19 If obligations are TANs or RANs, check only box 19a • ❑
If obligations are BANs, check only box 19b • p
20 If obligations are in the form of a lease or installment sale, check box • ❑
Part III Description of Obligations. Complete for the entire issue for which this form is being filed.
(c) Stated redemption (d) Weighted
(a) Final maturity date (b) Issue price price at maturity average maturity (e) Yield
21 07/15/2017 $ 4,000,000 $ 4,000,000 years
Part IV Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest 22 0 00
23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . . . . 23 4,000,000 00
24 Proceeds used for bond issuance costs (including underwriters' discount) . . 24 80,000 00
25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues . . . . . . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . . 28
29 Total (add lines 24 through 28) 29 80,000 00
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . 30 3,920,000 00
Part V Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . • N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . • N/A years
33 Enter the last date on which the refunded bonds will be called (MM /DD/YYYY) . . . . . . ► N/A
34 Enter the date(s) the refunded bonds were issued ■ (MM /DD/YYYY) N/A
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038 - (Rev. 9 -2011)
Form 8038 -G (Rev. 9 -2011) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35 0 00
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) 36a _ 0 00
b Enter the final maturity date of the GIC •
c Enter the name of the GIC provider •
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units 37 0 00
38a If this issue is a loan made from the proceeds of another tax - exempt issue, check box • ❑ and enter the following information:
b Enter the date of the master pool obligation •
c Enter the EIN of the issuer of the master pool obligation •
d Enter the name of the issuer of the master pool obligation •
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . • ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box • ❑
41a If the issuer has identified a hedge, check here • ❑ and enter the following information:
b Name of hedge provider •
c Type of hedge •
d Term of hedge •
42 If the issuer has superintegrated the hedge, check box • ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box • 0
44 If the issuer has established written procedures to monitor the requirements of section 148, check box • 0
45a If some portion of the proceeds was used to reimburse expenditures, check here • ❑ and enter the amount
of reimbursement . . . . . . . . . •
b Enter the date the official intent , .s adopted •
Under penalties of per ry, I aecl:re that I have amined this return and accompanying . edules an.: :1 ents, and to the •est of my knowledge
Signature and belief, they are try , cor ec and complete further declare that I consent to the IRS's ■• closurflof the iss.-r' rn i ormation, as necessary to
and process this retu n, to hZ • -r .n that I h.ve a orized above.
Consent 4 4 3, 4 Mo - 'arm. , ontroller
Signature of issuer's authorized representati e Dat Type or print name and title
Paid Print/Type preparer's name P -parer's signature Date Check 111 if
PTIN
Preparer Patricia A. Zelme , 1 7 l' '2 self - employed P01077143
■ Ice Miller LLP / Firm's EIN ► 35- 0874357
Use Only Firm's name
Firm's address ■ One American Square, Suite 2900, Indianapolis, Indiana 46282 - 0200 Phone no. (317) 236 - 2487
Form 8038 -G (Rev. 9 -2011)
1/2994362v 1
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s f UNITED STATES OF AMERICA ; - "� 3
lib, STATE OF INDIANA „� t„} ` :
:
tift0 CITY OF JEFFERSONVILLE, INDIANA ' '_ `
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• BOND ANTICIPAT NOTE OF 2012„,\'. •
, 1 , ,...
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#ist i INTEREST MATURITY AUTHENTICATION ORIGINAL ' _`
J `i , RATE DATE DATE DATE
_ _- !µ
` i 2,05% July 15, 2017 November 7, 2012 November 7, 2012 '
�
'Ciiiii*Att 3 4014 ` " ! REGISTERED OWNER: MAIN SOURCE BANK ' � ' : .4, ,, .. „, , kit* -47,,
V4 PRINCIPAL SUM: FOUR MILLION DOLLARS ($4,000,000) j-
4 tr ' - I'
f 4 `' iki3., 1 lops . :
; - .....3 ; The City of Jeffersonville, Indiana ("City"), a political subdivision organized _
:: 1I 1 0%„? under the laws of the State of Indiana, acknowledges itself indebted and for value � �,, pI :
` i i01 received hereby promises to pay, from the source and as hereinafter provided, the I �`r"'"`o" ;
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1 1 Registered Owner named above, or registered assigns the Principal Sum set forth above � �ss �� 1 1> {:
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•4w/i ; on the Maturity Date set forth above (unless paid or redeemed earlier as hereinafter � ; _ -
• , e ' j provided), and to pay interest hereon from the date of delivery at the Interest Rate per I = ,; + i
1,��' annum as set forth above, payable semiannually on January 15 and July 15, beginning f,; = latr:
I1�I ' on July 15, 2013, and at final maturity or upon redemption. The pnncipal of and th , 4j 1
, i nterest on this note ("Bond Anticipation Note") shall be payable in such coin or ri,1,,.
� '` I``'\ w"* currency of the United States of America as at the time of payment is legal tender for the � r` )01.1111: `b iA`
,ttli'< I 1 ,
�`� des payment of public and private debts. Principal and interest on this Bond Anticipation -
ti li q !$lt
3 , I I Note shall be paid by check, mailed to the Registered Owner hereof or by wire transfer , 1
._ : ' to t h e R eg i ster ed Owner hereof Interest shall be calculated according to a 360 -day year -- '' _ac:
4 ,4 �L I ii . `
I Ir ••9 containing twelve 30 -day months, ' $ kip
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'�11!. This Bond Anticipation Note is authorized and issued under and pursuant to the 1 �!i0�fiNN .=
i l ' provisions of IC 5-1-14, IC 6 -3.5 -7 and IC 36- 4 -6 -19 (collectively, "Act") and under t
_''f' 1 and in accordance with a Bond Ordinance of the City adopted on October 1, 2012 1 ( for the purpose of providing financing for the construction of certain park
1� <<:'Cli�:. improvements, together with the necessary appurtenances, related improvements and = �; N equ ipment and to pay issuance expenses. �
Ill i;'.Z it =IN =r n
liii T hi s Bond Anticipation Note is subject to renewal and /or extension from time to 1 ' ; =A
1 •_-•- e- _ time at an interest rate or rates to be negotiated, as provided for in the Act =
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The principal of this Bond Anticipation Note may be prepaid on any date, 1 il
ri beginning 180 days after November 7, 2012, upon 20 days' notice to the Registered j i f
i Owner, in whole or in part without any premium or penalty. ;; 0 ,;
i
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= _ yls i ! This Bond Anticipation Note is a limited obligation of the City issued in a i
.: :sl ii P rl I Il {l •.
.ti.Y ;,,Ni' : 1 anticipation of the receipt by the City of the proceeds of the bonds authorized under the 044:
y A�1l�i 1 rr, !, L. ... y .
�� ii M ir• I ��, % 1i5)s-
'il l ,
r _ illg "�µ� Ordinance ("Bond Proceeds"). n11 A -°._
). The principal of and interest on this Bond Anticipation iN° r /
= :: #p � "ii
n, a ,� f IL #.,
i Note are payable from the Bond Proceeds, which Bond Proceeds are hereby pledged to ;-_._ ,_
r-� '
i;r,r p ym p p p I `R', ?,i -.
�, � I the a ent of the rinci al of and the interest on this Bond Antici ation Note. Interest {�
' 4 05. is also payable from the EDIT Revenues (as defined in the Ordinance) which EDIT '
- =`' Revenues are hereby pledged to the payment of interest on this Bond Anticipation Note.
r I ' 49 is '
,- \ , '
� .use"
{ I This Bond Anticipation Note is also a able from the roceeds of the sale of an bonds, ;, <
• fi e .� ,:. ��P { ii I � N iti!�'T 3 :; 4ei
l : i«ii I note or other evidences of indebtedness that may be issued by the City for the purpose of j ;111,01001 w N ;~ '
�:,, , w „ I
. � - retiring this Bond Anticipation Note. This Bond Anticipation Note is not a general .
g= - g p p g_=-_I
C - , obligation of the City and neither the full faith and credit nor the taxing power of the • -
i
_ g Y g p t
'k City is pledged to the ent of the rinci al of or the interest on this Bond 1- , %:,;L:114
• �C(E y a p g pym p p I' -
,- 7, ■ Anticipation Note. 1 -1010::,,---7
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_ . 4, Reference to the Ordinance and any and all modifications and amendments WNW:
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, A � i , r i I „q i i I ;
4.446M F 1 ; thereto and to the Act is hereby made for a description of the nature and extent of the 1 ; � ' ,
: ..1 2 , 1 1 * I ss.
=:ag :� 1 security for this Bond Anticipation Note, the nature, extent and manner of enforcement � :N=,
�, ' 1 of the pledge, the rights and remedies of the owner of this Bond Anticipation Note and =f
14W < I the terms and conditions upon which this Bond Anticipation Note is issued and secured. I , . =40 {? s�
i
ono The City has not designated this Bond Anticipation Note as a qualified 1., s
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'r'0ii 1 tax - exempt obligation under the provisions of Section 265(b) of the Internal Revenue ri11h
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il�w i Code of 1986 relating to the disallowance of 100% of the deduction by financial �` Amid'', Ii.
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!!!;i110 This Bond Anticipation Note is issuable only in fully registered form in ��' -v 1 denominations of $1,000 or any integral multiple thereof not exceeding the aggregate' ''� -_
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i E h5'1111 4! i1 ' _ * _ IN WITNESS WHEREOF, the City of Jeffersonville, Indiana, has caused this
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I .-.f ff./ - ASSIGNMENT ", J V..': -1
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For value rece the undersigned hereby sells, ass and transfers ��
unto the within Bond Anticipation Note of the City ,�,�,; \,-
t fi.4_ . of Jeffersonville Indiana and does hereby ■ constitute and appoint - 4 + f .:, .. r 0 attorney, to transfer said Bond Anticipation Note on the books kept for registration � .� w'h ;, }¢ ..
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1 i , thereof, with full power of subst in the premises. ,' i t l
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. -a -§ Signature guaranteed: Registered Owner: _ 4
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t !,. institution participating in a Securities name as it appears on the face of the �t , _
1 ! ( Transfer Association recognized within Bond Anticipation Note in every _ ,,
`t signature guarantee program. particular, without alteration or JAN ``
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