HomeMy WebLinkAbout2017-OR-37 TOURISM BOND ORDINANCE NO.
AN ORDINANCE OF THE CITY OF JEFFERSONVILLE, INDIANA,
AUTHORIZING THE ISSUANCE OF ITS CAPITAL DEVELOPMENT
TOURISM FUND REVENUE BOND, SERIES 2017; AUTHORIZING THE
SOLICITATION OF COMPETITIVE BIDS FOR THE PURCHASE OF
THE BOND; AUTHORIZING THE EXECUTION AND DELIVERY ON
BEHALF OF THE CITY OF A PLEDGE AGREEMENT BETWEEN THE
CITY AND THE CLARK-FLOYD COUNTIES CONVENTION AND
TOURISM BUREAU, IN ORDER TO PROVIDE SECURITY AND A
SOURCE OF PAYMENT FOR THE BOND; AND TAKING OTHER
RELATED ACTION.
WHEREAS, Indiana Code (hereinafter cited as "IC") 6-9-3-5 establishes a separate fund
to be known as the Capital Development Tourism Fund (the "Tourism Fund") to be funded from
a portion of the proceeds of the hotel room tax imposed in Clark and Floyd Counties pursuant to
IC 6-9-3-4 and to be used by the Board of Managers (the "Board of Managers") of the Clark-
Floyd Counties Convention and Tourism Bureau (the "Tourism Bureau") for the purpose of
paying the principal and interest due on bonds issued by either of such counties or by any
political subdivision located therein, in order to finance projects to promote tourism or to refund
bonds previously issued for such a purpose. IC 6-9-3-6(a) authorizes the Board of Managers to
enter into an agreement under which any amounts previously deposited in, or to be deposited in,
the Tourism Fund are pledged to the payment of such bonds. Under IC 6-9-3-6(b) the Indiana
General Assembly covenants with the purchasers of those bonds that, as long as the principal of,
or interest on, any of the bonds is unpaid, IC 6-9-3 will not be repealed or amended in any
manner that will adversely affect the imposition or collection of that portion of the tax imposed
by IC 6-9-3 that is dedicated to the Tourism Fund, will not be amended in any manner that will
reduce the amount of tax revenues dedicated to the Tourism Fund, and will not be amended in
any manner that will change the purpose for which money dedicated to the Tourism Fund may be
used; and
WHEREAS, by its Resolution No. 2017-R-5 dated May 1, 2017, the Common Council of
the City of Jeffersonville requested funding from the Tourism Bureau for a project to promote
tourism heretofore referred to as the Arts and Cultural District (the "Project") as more
particularly described in Exhibit A, attached hereto; and
WHEREAS, on May 17, 2017, the Board of Managers of the Tourism Bureau approved
moving forward with the issuance of Bonds payable from the Tourism Fund and to be issued by
the City to finance a portion of the costs of the Project(collectively, the "Project'); and
WHEREAS, the, Common Council now desires to authorize the issuance and sale of
revenue bonds of the City, as hereinafter provided, payable from the amounts pledged therefor
by the Tourism Bureau from the Tourism Fund, in accordance with the provisions of applicable
law, including particularly IC 6-9-3-5 and 6 and IC 36-4-6-19, for the purpose of financing a
portion of the costs of the Project.
NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of
Jeffersonville, Indiana, as follows:
1. Public Purpose. The Common Council hereby finds, determines, and declares that
the Project will be in the best interests of the welfare of the citizens of the City and surrounding
area, will promote economic development through increased tourism, and will provide
educational, cultural, and recreational facilities for the use and enjoyment of the public. The
Common Council further finds that it will be in the best interests of the citizens of the City to
finance a portion of the costs of the Project through the issuance of revenue bonds of the City as
hereinafter provided.
2. Authorization of Bond: Terms of Bond. There is hereby authorized the issuance and
sale of a revenue bonds of the City to be designated "City of Jeffersonville, Indiana, Capital
Development Tourism Fund Revenue Bond, Series 2017 (Arts and Cultural District Project)"
(the"Bond") for the purpose of financing a portion of the costs of the Project.
The Bond shall be issued as a single fully registered bond in registered form; shall be
dated the date of its delivery to the original purchaser thereof; shall be payable solely from and
secured solely by the amounts pledged to such payment pursuant to the Pledge Agreement
hereinafter authorized; shall be in the principal amount of not to exceed One Million Dollars
($1,000,000), including costs of issuance; shall bear interest at a rate, not in excess of six percent
(6%) per annum, established pursuant to the solicitation of competitive bids for the purchase of
the Bond as hereinafter provided; shall be payable in ten (10) equal annual installments of
principal and interest payable on each anniversary of the date of the initial delivery of and
payment for the Bond, commencing on such date in 2018 and continuing to and including such
date in 2028, or until the entire principal amount thereof together with accrued interest thereon
has been paid, except as the provisions hereinafter set forth with respect to prepayment prior to
maturity may be and become applicable thereto; and shall be substantially in the form attached
hereto as Exhibit B, with such appropriate changes, deletions, and additions, if any, as shall be
approved by the Mayor and Controller.
The Bond shall be executed in the name and on behalf of the City by the manual
signature of the Mayor and the official seal of the City shall be impressed thereon and attested by
the manual signature of the Controller of the City(the "Controller").
The Bond shall be subject to prepayment at any time, at the option of the City, in whole
or in part (any partial prepayments of principal to be applied in inverse order of maturity against
the installments of principal otherwise due thereunder), without prepayment premium or penalty,
together with interest accrued on the principal amount prepaid to the date of prepayment. Any
such prepayment shall be made upon at least ten (10) days prior written notice thereof,
specifying the proposed date of prepayment, given by the City by certified mail to the registered
owner of the Bond at his address appearing on the Bond Register hereinafter mentioned.
3. Registrar and Paving Agent. The Controller is hereby authorized to serve as or to
appoint a qualified financial institution to serve as the Registrar and the Paying Agent for the
Bonds (the "Registrar" or the "Paying Agent'). The Registrar is hereby charged with the
responsibility of authenticating the Bonds. The Controller is hereby authorized to enter into such
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agreements or understandings with such institution as will enable the institution to perform the
services required of the Registrar and the Paying Agent. The Controller is further authorized to
pay such fees as the institution may charge for the services it provides as the Registrar and the
Paying Agent and such fees may be paid from the Sinking Fund established to pay the principal
of and interest on the Bonds as fiscal agency charges.
All payments of interest on the Bonds shall be paid by check mailed one business day
prior to the interest payment date to the registered owners thereof as of the fifteenth (15th) day of
the month preceding the interest payment date (the "Record Date") at the addresses as they
appear on the registration and transfer books of the City(the "Registration Record") kept for that
purpose by the Registrar (as hereinafter defined). Each registered owner of$1,000,000 or more
in principal amount of Bonds shall be entitled to receive interest payments by wire transfer by
providing written wire instructions to the Paying Agent (as hereinafter defined) before the
Record Date for any payment. All principal payments and premium payments, if any, on the
Bonds shall be made upon surrender thereof at the principal office of the Paying Agent, in any
coin or currency of the United States of America, which on the date of such payment shall be
legal tender for the payment of public and private debts.
The Controller shall maintain a register for the Bond (the "Bond Register") in which the
Controller shall register the name and address of the registered owner of the Bond from time to
time. The City shall treat the registered owner of the Bond as the absolute owner thereof for the
purpose of receiving payment of or on account of principal and interest and for all other
purposes. The City shall not be affected by any notice to the contrary.
4. Transfer and Exchange of Bonds. Each Bond shall be transferable or
exchangeable only upon the books of the City kept for that purpose at the principal corporate
trust office of the Registrar by the registered owner in person, or by its attorney duly authorized
in writing, upon surrender of such Bond together with a written instrument of transfer or
exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly
authorized in writing, and thereupon a new fully registered Bond or Bonds in an authorized
aggregate principal amount and of the same maturity, shall be executed and delivered in the
name of the transferee or transferees or the registered owner, as the case may be, in exchange
therefor. The costs of such transfer or exchange shall be borne by the City 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 by the person requesting such transfer or exchange. The City,
Registrar and Paying Agent for the Bonds may treat and consider the person in whose name such
Bonds are registered as the absolute owner thereof for all purposes, including for the purpose of
receiving payment of, or on account of, the principal thereof and interest due thereon.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent
upon giving 30 days' notice in writing to the City and by first class mail to each registered owner
of the Bonds then outstanding, and such resignation will take effect at the end of such 30-day
period or upon the earlier appointment of a successor registrar and paying agent by the City.
Any such notice to the City may be served personally or sent by registered mail. The Registrar
and Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in
which event the City may appoint a successor registrar and paying agent. The City shall notify
each registered owner of the Bonds then outstanding by first-class mail of the removal of the
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Registrar and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to be
given when mailed by first-class mail to the addresses of such registered owners as they appear
on the registration books kept by the Registrar.
Upon the appointment of any successor registrar and paying agent by the City, the
Controller is authorized and directed to enter into such agreements and understandings with such
successor registrar and paying agent as will enable the institution to perform the services
required of a registrar and paying agent for the Bonds. The Controller is further authorized to
pay such fees as the successor registrar and paying agent may charge for the services it provides
as registrar and paying agent and such fees may be paid from the Sinking Fund established to
pay the principal of and interest on the Bonds and fiscal agency charges. Any predecessor
registrar and paying agent shall deliver all of the Bonds and any cash or investments in its
possession with respect thereto, together with the registration books, to the successor registrar
and paying agent.
If the Bond is mutilated, lost, stolen, or destroyed, the City may execute and deliver to the
registered owner thereof a replacement Bond of the same principal amount as the outstanding
principal amount of the Bond so mutilated, lost, stolen, or destroyed; provided that in the case of
the mutilation of the Bond, the mutilated Bond shall first be surrendered to the City, and in the
case of the loss, theft, or destruction of the Bond there shall first be furnished to the City
satisfactory evidence and indemnity respecting such loss, theft, or destruction. If the Bond shall
be about to be paid or prepaid in full, the City may make such payment on the due date or
prepayment date without issuing a replacement Bond. The City may charge the owner of the
Bond the reasonable fees and expenses of the City in providing a replacement Bond.
The Bond and the interest thereon shall not constitute a general obligation or
indebtedness of the City and will not be a charge against the general credit or taxing power of the
City but will be a limited obligation of the City payable solely from and secured solely by the
amounts pledged to such payment under the Pledge Agreement.
5. Authorization of Pledge Agreement. The Mayor and the Controller are hereby
authorized and directed to enter into with the Board of Managers of the Tourism Bureau and to
execute and deliver on behalf of the City a Pledge Agreement dated the date of delivery of the
Bond (the "Pledge Agreement'), whereby the Board of Managers will agree pursuant to IC 6-9-
3-6(a) that up to an amount equal to the annual principal and interest payments on the Bonds per
year of the amounts deposited in, or to be deposited in, the Tourism Fund, on parity with the
outstanding Prior Bonds described herein, along with any bonds to be issued on parity therewith,
are pledged to the payment of the principal of and interest on the Bond and shall be paid by the
Board of Managers directly to the registered owner of the Bond by check or draft of the Tourism
Bureau mailed or delivered to such owner at his address appearing on the Bond Register as and
when the installments of principal and interest payable on the Bond become due. The Pledge
Agreement shall be substantially in the form attached hereto as Exhibit C, with such appropriate
changes, deletions, and additions, if any, as the Mayor shall approve, as conclusively evidenced
by his execution and delivery thereof.
6. Sale of Bond. In accordance with IC 5-1-11, 5-3-1, and 36-4-6-19, the Controller is
hereby authorized and directed to arrange for the public sale of the Bond through the solicitation
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of bids. The Controller shall, with the assistance of the City Attorney and Bond Counsel
hereinafter designated, prepare a Notice of Bond Sale inviting bids for the purchase of the Bond
at par and which bids shall specify a proposed interest rate which the Bond shall bear but not in
excess of six percent (6%) per annum. The Notice of Bond Sale shall state that the Controller
will receive such bids in her office not later than 11:00 a.m., E.D.T., on the date selected for sale.
At such time and date, the Controller shall open and publicly read all the bids timely received for
the purchase of the Bond. The Controller shall then tabulate, compare, and analyze all the bids
received to determine whether each bid conforms to the requirements of the Notice of Bond Sale
and shall determine which of the conforming bids appears to be the best bid specifying the
lowest rate of interest to be borne by the Bond. The Controller, based on advice of the financial
advisor shall award the Bond purchase to the best bid specifying the lowest rate of interest to be
borne by the Bond and awarding the Bond to such bidder.
The Notice of Bond Sale shall state that no official statement or other comprehensive
disclosure document will be prepared and distributed with respect to the Bond, as the offering of
the Bond is intended to be a limited placement exempt from Rule 15c2-12 of the U.S. Securities
and Exchange Commission. As a condition to the delivery of the Bond, the purchaser of the
Bond must execute and deliver to the City and the Tourism Bureau at the time of initial issuance
of the Bond a certification (the "Investment Letter") that the purchaser (i) has such knowledge
and experience in financial matters that it is capable of evaluating the merits and risks of its
investment in the Bond and that it is not purchasing the Bond for more than one account or with
a view to distributing the Bond or offering the Bond (or any participation or interest therein) for
sale to any other person, (ii) acknowledges that no official statement or other comprehensive
disclosure document has been prepared and distributed with respect to the Bond, as the offering
of the Bond is intended to be a limited placement exempt from said Rule 15c2-12, (iii) has
requested and received from the City and the Tourism Bureau all such information as the
purchaser has deemed material to its decision to purchase the Bond, and (iv) understands that no
application has been made for the assignment of a CUSIP identification number to the Bond nor
has application been made to any credit rating agency for the assignment of a credit rating for the
Bond. The Investment Letter may contain other provisions to achieve exemption from Rule
15c2-12.
In accordance with IC 5-3-1, the Controller shall publish the Notice of Bond Sale, two (2)
times, at least one week apart, with the first publication made at least fifteen (15) days before the
date of the sale of the Bond as specified above and the second publication made at least three (3)
days before such date, each such publication to be made in the New Albany Tribune.
7. Delivery and Payment for the Bond: Disbursement of Bond Proceeds. As soon as
practicable following the sale of the Bond as provided in Section 4 above, the Controller shall
arrange for the delivery of the Bond to the purchaser thereof upon payment to the Controller of
the purchase price specified in such bid. Together with the Bond, and as conditions to the
delivery thereof and payment therefor, there shall be delivered to the purchaser (i) the customary
closing certificate of the City, certifying the incumbency of the Mayor and the Controller whose
signatures appear on the Bond and that no litigation is pending or threatened affecting the
validity or payment of the Bond, (ii) a certificate of the Controller that on the basis of the facts,
estimates, and circumstances in existence on the date of the delivery of and payment for the
Bond it is not expected that the proceeds of the Bond will be used in a manner that would cause
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the Bond to be an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue
Code of 1986 (the "Code") and the regulations thereunder, (iii) a receipt of the Controller
showing that the purchase price of the Bond has been received by the City, and (iv) the opinion
of Bond Counsel as to the validity of the Bond and the exclusion of the interest on the Bond from
gross income for Federal income tax purposes, if applicable, and the exemption of the Bond and
the interest thereon from taxation in the State for all purposes except the state inheritance tax and
the state franchise tax on financial institutions, if applicable. The Controller shall receive from
the purchaser, together with the purchase price for the Bond, the purchaser's receipt for the
delivery of the Bond and the Investment Letter. The Controller shall forthwith report the
proceedings for the sale of the Bond to the Common Council.
Immediately upon receipt of the proceeds from the sale of the Bond, the Controller shall
pay or reimburse from such proceeds the costs of issuance of the Bond, including the costs of
publication of the Notice of Bond Sale and the fees and disbursements of Bond Counsel and the
City Attorney. The Controller shall deposit the remaining proceeds from the sale of the Bond,
after the payment or reimbursement of the costs of issuance of the Bond, into a special account
held by the Controller as part of the treasury of the City and entitled the "2017 Tourism Project
Fund"(the"Project Fund").
The Controller shall disburse amounts on deposit in the Project Fund, including
investment earnings therein derived from the investment of amounts on deposit in the Project
Fund in accordance with IC 5-13-1, to pay, or to reimburse the City for the payment of, costs and
expenses of the Project, and any related costs or professional fees. The Controller shall require of
the payees appropriate invoices for the costs paid or reimbursed from the proceeds of the Bond
and shall file such invoices among the records of his/her office.
8. No Personal Liability. No member of the Common Council or any other officer or
employee of the City, including any person executing the Bond, shall be liable personally on the
Bond or be subject to any personal liability for any reason relating to the issuance or sale of the
Bond.
9. Arbitrage Covenants. The City hereby covenants with the holders of the Bond from
time to time that the City will make no use of the proceeds of the Bond, or of any other funds
which may be deemed to be proceeds of the Bond pursuant to Section 148(a) of the Code and the
regulations thereunder which, if such use had been reasonably expected on the date of issuance
of the Bond, would have caused the Bond to be an "arbitrage bond" within the meaning of such
Section and regulations, and the City will comply with the requirements of such Section and
regulations so long as the Bond shall remain outstanding. The City further covenants with the
holders from time to time of the Bond that the City will determine the amounts, if any, required
to be rebated to the United States with respect to the Bond pursuant to Section 148(f) of the Code
and the regulations thereunder and will rebate such amounts at the times and in the manner
provided in such Section.
10. Private Business Use Limitation. To assure that interest on the Bond will be and
remain excludable from gross income for Federal income tax purposes, the City represents and
covenants, for the benefit of and reliance on by the holders of the Bond from time to time, that
no property acquired with the proceeds of the Bond shall be used directly or indirectly in a trade
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or business carried on by a natural person or in any activity carried on by a person other than a
natural person, excluding, however, use by a state or local government unit and use as a member
of the general public, unless the City has received an opinion of counsel that such use will not
cause the interest on the Bond to be includable in gross income for Federal income tax purposes.
11. Payment of the Bond. The City shall, but only from the amounts pledged therefor
under the Pledge Agreement, punctually pay or cause to be paid pursuant to the Pledge
Agreement the principal of and interest on the Bond at the times and in the manner provided in
this ordinance and in the Bond.
12. Issuance of Bond. (a) The Town shall issue, if necessary, one or more Bonds for
the purpose of procuring interim financing to apply to the cost of the Project. The Town shall
issue its Bonds in an amount not to exceed $1,000,000 to be designated "Capital Development
Tourism Fund Revenue Bond, Series 2017." Said Bonds shall be numbered consecutively from
1 upward, shall be in multiples of One Thousand Dollars ($1,000) shall be dated as of the date of
delivery thereof, and shall bear interest at a rate not to exceed five percent (5.0%)per annum, the
exact rate or rates to be determined through negotiations with the purchaser of the Bonds,
payable upon maturity. The Bonds may be sold at discount not to exceed one half of one percent
(0.5%). The Bonds will mature one (1) year after their date of delivery. The Bonds are subject
to renewal or extension at an interest rate or rates not to exceed six percent (6.0%) per annum,
the exact rate or rates to be negotiated with the purchaser of the Bonds. The term of the Bonds
and all renewal Bonds may not exceed five (5) years from the date of delivery of the initial
Bonds. The Bonds shall be registered in the name of the purchasers thereof.
The Bonds shall be issued pursuant to IC 5-1-14-5. The principal of and interest on the
Bonds shall be payable solely from the issuance of special revenue bonds pursuant to and in the
manner prescribed by the Act. The revenue bonds will be payable solely out of and constitute a
charge against the CB Revenues
13. Defaults and Remedies. Upon the failure of the City to pay or cause to be paid the
principal of or the interest on the Bond as and when the same shall become due, or upon the
failure of the City to comply with any other obligation on its part contained in this ordinance, the
holder of the Bond may enforce his rights by any one or more of the following remedies:
A. Declare the entire principal of and accrued interest on the Bond to be
immediately due and payable;
B. Bring action upon the Bond:
C. Commence judicial proceedings to enforce this ordinance or the
Pledge Agreement; and
D. Pursue any other available remedy to enforce payment of the Bond
or compliance by the City with any of its other obligations contained in this ordinance,
including without limitation mandamus.
None of the remedies specified above is intended to be exclusive of any other remedy
available at law or in equity, but each and every such remedy shall be cumulative and shall be in
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addition to any other remedy available to the holder of the Bond hereunder or now or hereafter
existing by law. In case the holder of the Bond shall have proceeded to enforce any right under
this ordinance or under the Bond 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 and the holder of the Bond shall be restored to their former positions and rights
hereunder as if no such proceedings had been taken. No delay or omission to exercise any
remedy hereunder or under the Bond shall impair any such remedy of the holder of the Bond or
shall be construed to be a waiver of any such remedy, and any such remedy may be exercised
from time to time and as often as may be deemed by the holder of the Bond to be expedient.
14. Payments Due on Saturdays. Sundays. and Holidays. In any case where the specified
due date of the principal of or interest on the Bond shall be a Saturday, Sunday, or a legal
holiday in the State or a day on which banking institutions in the State are authorized by law to
be closed for business, the payment of such interest or principal may be made on the next
succeeding day not a Saturday, Sunday, legal holiday, or day on which banking institutions in the
State are authorized by law to be closed for business, and if such payment is made on such next
succeeding day, no interest thereon shall accrue for the period after such specified due date.
15. Appointment of Bond Counsel. The law firm of Barnes & Thornburg LLP,
Indianapolis, Indiana, is hereby appointed as Bond Counsel to the City in connection with the
authorization, issuance, and sale of the Bond. The City Attorney is hereby authorized and
directed to assist Bond Counsel in all matters relating to the authorization, issuance, and sale of
the Bond.
16. Further Acts and Deeds. The Common Council, the Controller, the City Attorney,
and other appropriate officers and employees of the City are hereby authorized and directed to
execute, acknowledge, and deliver such other instruments and papers and to take such other
actions as may be necessary or desirable to effect the authorization, issuance, and sale of the
Bond in accordance with the provisions of this ordinance.
17. Severability. The provisions of this ordinance are severable, and if any section,
phrase, or provision hereof shall for any reason be declared invalid or unenforceable, such
declaration shall not affect the validity of the remainder of this ordinance.
18. Prior Conflicting Actions Superseded. To the extent that any ordinance, resolution,
order, or part thereof is in conflict with the provisions of this ordinance, the provisions of this
ordinance shall prevail and be given effect.
19. Ordinance as Contract with Bondholders. The provisions of this ordinance shall
constitute a contract between the City and the registered owner from time to time of the Bond,
and after the issuance of the Bond no amendment of any kind to the provisions of this ordinance
affecting the rights and remedies of such registered owner shall be made in any manner until the
Bond shall have been paid in full or until the then registered owner of the Bond shall have
consented to such amendment in writing. Any such consent of a registered owner of the Bond
shall bind all subsequent holders of the Bond from time to time.
20. This ordinance shall be in full force and effect from and after its adoption.
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2017-OR-37
Passed and adopted by the Common Council of the City of Jeffersonville, this day of
July, 2017.
Lisa Gill, President
ATTEST:
Vicki Conlin, City Clerk
Presented by me to the Mayor of the City of Jeffersonville, Indiana on this day of July,
2017.
Vicki Conlin, City Clerk
Presented to and approved by me, the Mayor of the City of Jefferson Ile, ndi na a signed
this day of July, 2017.
Mike Mo re, Mayor
SCHEDULE OF EXHIBITS
Descriptionof Project........................................................................................................Exhibit A
Formof Bond.....................................................................................................................Exhibit B
Formof Pledge Agreement................................................................................................Exhibit C
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EXHIBIT A
DESCRIPTION OF PROJECT
[See Attached]
A-1
EXHIBIT A
PROJECT DESCRIPTION
Reference is made to the Jeffersonville Arts and Cultural District Strategic Vision
document for more detailed information. Proceeds of the bonds shall be committed for use for
the following component parts outlined therein:
Project Estimated Cost
1. The Depot Space $ 505,000
2. Water Tank 85,000
3. Illuminated Path 250,000
4. Parking Lot Improvement 30,000
5. Mural on Michigan Ave. 30,000
6. Clark County Museum 50,000
7. Steamboat Museum 50,000
Total Project Costs $1,000,000
Note:Approval by the Jeffersonville Common Council is contingent upon the proceeds used as
set forth above. Additionally, the City of Jeffersonville shall not distribute any proceeds contrary
to the components set forth above.
EXHIBIT B
FORM OF BOND
[See Attached]
B-1
No.
EXHIBIT B
(FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF INDIANA
COUNTY OF CLARK
CITY OF JEFFERSONVILLE
CAPITAL DEVELOPMENT TOURISM FUND REVENUE BOND,
SERIES 2017
(ART AND CULTURAL DISTRICT PROJECT)
Dated 92017
Registered Owner:
Amount: ($ )
THE CITY OF JEFFERSONVILLE (the "City"), a municipal corporation and political
subdivision of the State of Indiana (the "State"), hereby promises to pay (but only from the
sources hereinafter mentioned) to , or registered
assigns, the principal sum of Dollars ($ ) and interest at the
rate of percent (%) per annum on the unpaid balance of such principal sum
from time to time outstanding hereunder, payable in ten (10) equal annual installments of
principal and interest amount of Dollars ($ ) each, on the
1st day of in each year, commencing January 1, 20_ and continuing to and
including January 1, 20_or until the entire principal sum hereof together with accrued interest
thereon has been paid, except as the provisions hereinafter set forth with respect to prepayment
prior to maturity may be and become applicable hereto.
The principal of and interest on this bond are payable from the amounts pledged to such
payment under a Pledge Agreement of even date herewith (the "Pledge Agreement") made
pursuant to Indiana Code (hereinafter cited as "IC") 6-9-3-6(a) by and between the City and the
Board of Managers of the Clark-Floyd Counties Convention and Tourism Bureau (the "Tourism
Bureau"), a special funds board of managers created under IC 6-9-3-1. The principal of and
interest on this bond are payable by check or draft of the Tourism Bureau mailed or delivered to
the person in whose name this bond is registered as shown on the bond register maintained by
the Controller of the City (the "Bond Register"). Principal of and interest on this bond are
payable in lawful money of the United States of America.
This bond is issued pursuant to an ordinance of the City duly adopted on
2017 (the "Bond Ordinance") and pursuant to the applicable laws of the State,
B-2
including particularly IC 6-9-3-5(b) and 36-4-6-19, for the purpose of financing a portion of the
costs of a project to promote tourism (hereinafter referred to as the "Project").
This bond and the interest hereon do not constitute a general obligation or indebtedness
of the City but are a limited obligation of the City payable solely from and secured solely by the
amounts pledged to such payment under the Pledge Agreement on a pro rata basis with the Prior
Bonds, as defined in the Ordinance or such bonds to be issued on parity therewith. The Bond
Ordinance and the Pledge Agreement are on file in the office of the Controller of the City and are
available there for inspection. Reference is hereby made to the Bond Ordinance and the Pledge
Agreement for a complete description of the security and source of payment for this bond and the
right of the registered owner of this bond to enforce payment thereof. Acceptance of the terms
and conditions of the Bond Ordinance and the Pledge Agreement is an explicit and material part
of the consideration for the City's issuance of this bond, and each holder hereof by acceptance of
this bond hereby assents to all of said terms and conditions.
This bond is subject to prepayment at any time, at the option of the City, in whole or in
part (any partial prepayments of principal to be applied in inverse order of maturity against the
installments of principal otherwise due hereunder), without prepayment premium or penalty,
together with interest accrued on the principal amount prepaid to the date of prepayment. Any
such prepayment shall be made upon not less than ten (10) days prior written notice thereof,
specifying the proposed date of prepayment, given by the City by certified mail to the registered
owner hereof at his address appearing on the Bond Register.
This bond is transferable, but only upon the Bond Register by the registered owner hereof
in person or by his attorney duly authorized in writing, upon the surrender of this bond, together
with a written instrument of transfer satisfactory to the Controller of the City duly executed by
the registered owner or the owner's attorney duly authorized in writing, and also together with an
Investment Letter in a form reasonably satisfactory to the City and the Tourism Bureau, upon the
advice of counsel, and thereupon a replacement bond in fully registered form and in the same
principal amount as the outstanding principal amount of the bond so surrendered shall be issued
to the transferee in exchange therefor.
No recourse shall be had for the payment of the principal of or interest on this bond or for
any claim based hereon against any elected official, officer, or employee of the City, either
directly or through the City, under any constitutional provision, statute, or rule of law, or by the
enforcement of any assessment or any legal or equitable proceeding or otherwise, all such
liability of such elected officials, officers, and employees being released as a condition of and as
an explicit and material part of the consideration for the issuance of this bond.
All acts, conditions, and things required by the Constitution and laws of the State to
happen, exist, and be performed precedent to and in the issuance of this bond have happened, do
exist, and have been performed as required.
B-3
IN WITNESS WHEREOF, the City has caused this bond to be executed ' its name by
the Mayor and attested by the Controller, and its official seal to be impressed he on, all as of the
date shown above.
CITY OF JEFFERS VILLE, INDIANA
(SEAL)
Mayor
Attest:
Controller
ASSIGN NT
please insert tax identification
number of assignee
For value received the undersi d hereby sells, assigns, and transfers the within bond
unto please print
or typewrite name an address including zip code of assignee and does hereby
irrevocably constitute and
at
, Attorney, to transfer said bond on the within-
mentioned Bond Register with full ower of substitution in the premises.
Dated:
Signature Guaranteed:
NOTE: Signature(s) m t be guaranteed by a NOTE: The signature to this assignment must
member firm of New York Stock correspond with the name as it appears upon
Exchange or a co ercial bank or trust the face of the within bond in every particular,
company. without alteration or enlargement or any
change whatsoever.
B-4
EXHIBIT C
FORM OF PLEDGE AGREEMENT
[See Attached]
DMS 10588055v1
C-1
Draft of June 29,2017
CITY OF JEFFERSONVILLE, INDIANA
CAPITAL DEVELOPMENT TOURISM FUND REVENUE BONDS, SERIES 2017
PLEDGE AGREEMENT
THIS AGREEMENT is dated and made as of , 2017, by and between
the CITY OF JEFFERSONVILLE, INDIANA (the"City"), a municipal corporation and political
subdivision of the State of Indiana, and the BOARD OF MANAGERS OF THE CLARK-
FLOYD COUNTY CONVENTION AND TOURISM BUREAU (the "Tourism Bureau"), a
special funds board of managers created under the Indiana Code 6-9-3-1 (hereinafter cited as
"IC"
Recitals
A. IC 6-9-3-5 establishes a separate fund to be known as the Capital Development
Tourism Fund (the "Tourism Fund") to be funded from a portion of the proceeds of the hotel
room tax imposed by the Board of Managers (the "Board of Managers") of the Tourism Bureau
only to pay the principal and interest due on bonds issues by either of such counties or by any
political subdivision located therein, in order to finance a project to promote tourism or to refund
bonds previously issued for such a purpose. IC 6-9-3-6(a) authorizes the Board of Managers to
enter into an agreement under which any amounts previously deposited in, or to be deposited in,
the Tourism Fund are pledged to the payment of such bonds. Under IC 6-9-3-6(b) the Indiana
General Assembly covenants with the purchasers of those bonds that, as long as the principal of,
or interest on, any of the bonds is unpaid, IC 6-9-3 will not be repealed or amended in any
manner that will adversely affect the imposition or collection of that portion of the tax imposed
by IC 6-9-3 that is dedicated to the Tourism Fund, will not be amended in any manner that will
reduce the amount of tax revenues dedicated to the Tourism Fund, and will not be amended in
any manner that will change the purpose for which money dedicated to the Tourism Fund may be
used.
B. By its Resolution 2017-R-5, adopted on May 1, 2017, the City requested funding
from the Tourism Bureau for a project to promote tourism (hereinafter referred to as the
"Project") consisting of the expansion of tourist destinations within Clark and Floyd Counties, as
more particularly described as the Arts and Cultural District Project.
C. By its Ordinance No. (the "Bond Ordinance"), adopted on July ,
2017, the Common Council authorized the issuance and sale of revenue bonds of the City
payable from the amounts pledged therefor by the Tourism Bureau from the Tourism Fund, for
the purpose of financing a portion of the costs of the project.
D. On September 21, 2011, the Board of Managers of the Tourism Bureau adopted a
resolution authorizing the execution and delivery on behalf of the Tourism Bureau of this Pledge
Agreement.
C-2
E. Simultaneously herewith, pursuant to the Bond Ordinance, the City will issue and
sell its "City of Jeffersonville, Indiana, Capital Development Tourism Fund Revenue Bonds,
Series 2017," in the principal amount of $ , bearing interest at the rate of
percent ( %) per annum, payable in ten (10) equal annual installments of principal and
interest in the amount of Dollars ($ )
each, until the principal and interest are paid.
NOW, THEREFORE, the parties hereto agree as follows:
1. Pursuant to IC 6-9-3-6(a) and for the purpose of providing the security for and
source of payment of the Bonds, the Tourism Bureau hereby pledges to the payment of the
principal of and interest on the Bonds of Dollars
($ )per year, until the principal and interest are paid, of the amounts deposited in, or
to be deposited in, the Tourism Fund.
2. In order to satisfy the aforesaid pledge, the Tourism Bureau shall annually mail or
deliver its check or draft in the amount of Dollars
($ ), payable to the order of the registered owner of the Bonds, to such owner as and
when the installments of principal and interest on the Bonds become due. The City shall
annually notify the Tourism Bureau in writing not later than the business day next preceding the
due date of each such installment of the name and address of the registered owner of the Bonds.
3. In the event the amounts on deposit in the Tourism Fund during any calendar year
are insufficient to pay in full the pledge made hereunder and under all pledge agreements
previously entered into by the Tourism Bureau pursuant to IC 6-9-3-6(a), such amounts shall be
prorated among the respective outstanding pledges in proportion to the full amount due to be
paid under each such pledge during each year.
4. This Agreement has been made for the benefit of the registered owner from time to
time of the Bonds. This Agreement may not be amended without the prior written consent of the
then registered owner of the Bonds. Any such consent shall bind all future holders of the Bonds
from time to time.
5. This Agreement shall become effective only upon the delivery of and payment for
the Bonds and shall terminate and be of no further effect upon the payment in full of the Bonds.
C-3
IN WITNESS WHEREOF, the parities hereto have e/RSONVILLE,
eement by their
officers thereunto duly authorized.
CITY OF JINDIANA
May
Attest:
Clerk
(SEAL)
CLARK-FLOYD COUNTIES CONVENTION
AND TOURISM BUREAU,by and through its
Board of Directors
President
Attest:
Secretary
(SEAL)
DMS 10589856v1
C-4
RESOLUTION NO. 2017-R-
BEFORE THE COMMON COUNCIL FOR THE CITY OF JEFFERSONVILLE
IN THE STATE OF INDIANA
RESOLUTION SUPPORTING APPLICATION FOR FUNDING FROM CLARK-FLOYD
COUNTIES CONVENTION & TOURISM BUREAU FOR THE ARTS AND CULTURAL
DISTRICT PROJECT
WHEREAS, the Common Council of the City of Jeffersonville, Indiana
(hereinafter the Council) recognizes the need to address the need for revitalization and
redevelopment in the corridor known as the future Jeffersonville Arts and Cultural
District. (See attached map). Improvements will include new development as well as
streetscape improvements, and beautification of landscape and improvement of
existing structures in the district.
WHEREAS, in an effort to address the need to revitalize the area, the city is
proposing the Arts and Cultural District Development Project (see attached Exhibit "A");
and
WHEREAS, the Arts and Cultural District Project is eligible to apply for funding
from the Clark-Floyd Counties Convention & Tourism Bureau; and
WHEREAS, the City must make application to Clark-Floyd Counties Convention
&Tourism Bureau for financial support from the Capital Development Tourism Fund
(CDTF) in an amount up to $2,000,000 to assist in funding the Arts and Cultural District
Project; and
WHEREAS, the Council believes application to Clark-Floyd Counties Convention
& Tourism Bureau for this funding would be beneficial in the City's efforts to revitalize
and redevelop the Arts and Cultural District Project.
WHEREAS, the Council recognizes that this funding is contingent upon the
outcome of the decision of the Clark-Floyd Counties Convention & Tourism Bureau
Board members whether the project meets their strategic goals to increase visitors,
attendant spending and overall community economic impact, and enhance the
community quality of life benefit.
NOW THEREFORE IT IS RESOLVED by the Council that it supports the City
and the Department of Redevelopment proceeding with the project application with
Clark-Floyd Counties Convention & Tourism Fund (CDTF) for funding of the
Jeffersonville Arts and Cultural District Project.
Passed and adopted this day of 2017, bythe
Common Council of the City of Jeffersonville, CIaJCCLo'!n ,�Inana.
..................
isa Gill, Presiding Officer
And Council President
ATTEST:
Vicki Conlin
Clerk
Presented by me as Clerk to the Mayor of said City of Jeffersonville at
r n this Y day of,:La/xc 4 , 2017.
Vicki Conlin
Clerk
Approved and signed by me at— — —m. on thi day of _
2017.
Mike Moor , Mayor
Vetoed by me at m. on this day of 12017.
Mike Moore, Mayor
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RESOLUTION NO. 2017-R-
A resolution of the Jeffersonville Cornrnmn Council describing the Arts District
proposed, requesting funds from the Clark/Floyd Counties Convention Q&
Tourism Bureau.
WHEREAS, the City of Jeffersonville, Indiana wishes to encourage and promote tourism
and economic growth and development in all areas, particularly along the area designated as the
Arts District in downtown Jeffersonville.
WHEREAS, the City of Jeffersonville supports continued development of the Arts District
specifically described inExhibit "A" and made part.
WHEREAS, the Common Council of the City of Jeffersonville, Indiana desires to work
cooperatively with the Clark/Floyd Counties Convention & Tourisnn Bureau for the issuance of
Capital Development Bonds, pursuant to the section of the Indiana Code that provides for the
issuance ofsuch bonds.
WHEREAS, the City ofJeffersonville, Indiana has adopted a plan byboth the Common
Council and the Department of Redevelopment to issue and create an Arts District along certain
sections Of downtown Jeffersonville, including areas of the Clark County Museum, the Vintage
Fire Museum, and the Howard Steamboat Museum.
WHEREAS, in the spirit of cooperation and acknowledgment of the contribution of the
Clark/Floyd Counties Convention /& Tourism Bureau for the project, the facilities be made
available to the Bureau at times that do not conflict with scheduled events.
NOW THEREFORE, UEITRESOLVED bythe Common Council of the City of Jeffersonville,
Indiana,that the Council requests funding from the Clark/Floyd Counties Convention &Tourism
Bureau in the amount of One Million Dollars($1,000,000,00)to be paid toward the costs of bonds
issued for multiple purposes for the Jeffersonville Arts District.
IT IS FURTHER RESOLVED that Exhibit "A" is incorporated and made a part of the
Resolution.
SO PASSED AND ADOPTED this day of ~~ 2017.
ClerkrES
Presiding Officer Clerk
Presented by me as 2)
City of Jeffersonville this day of
Clerk
igned b, me is day f 2017.
v ' ~- -
Mayor�ike Moore
VISSING LAW,LLC
Attorneys at Law
432 E.C=ourt Avenue•P.O.Box 187-Jeffersonville,IN 47130
Phone:(812)288-5141 •Fax:(812)288-8305
John R.Vissing jack_vissing@vissinglaw.com
Certified Cird.Mediator
Kyle P.Williams kyle_williams(ii)vissinglaNv.com
Licensed Ht Indiana&Kentucky
Heather R.Peters heather._peters a>vissinglaw.com
Licensed in Indiana&Kentack.v and Ohio
C.Anthony Singleton tsingletonCg-vissinglaw.com
Licensed in Indiana
April 18, 2017
Les D. Merkley, City Attorney
500 Quartermaster Court, Suite 250
Jeffersonville, IN 47130
Re: Clark-Floyd Counties Convention &Tourism Bureau
Arts District
Dear Les:
On February 15th of this year, the Board of Managers approved the Arts District proposal given
to us by Dawn Spyker and Department of Redevelopment representatives. In support of that,
we are now sending back to you a draft copy of a resolution to the Convention&Tourism Bureau,
asking them to adopt a formal resolution and issue a bond in the amount of$1,000,000.00 for
that purpose. If you guys pass that and send it down to us, we would then give a ratifying
resolution and that will enable us to retain bond counsel for issuance of this bond. Everyone is
excited about this, and we look forward to working with you. I will be glad to work with you on
the language and the nuances. I have given you an outline here that has worked in the past, so
hopefully this will work now. Best wishes to you. Please let me know how we can help.
qpe
It
JRV:cd
cc:Jim Epperson