HomeMy WebLinkAbout2003-OR-21ORDINANCE NO. 2003-OR-21
AN ORDINANCE OF THE CITY OF JEFFERSONVILLE, INDIANA,
AUTHORIZING THE ISSUANCE OF-ITS CAPITAL DEVELOPMENT
TOURISM FUND REVENUE BOND, SERIES OF 2003 (FLOATING
STAGE PROJECT); 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 bf 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") only to pay 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 lC 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or interest on, any of the bonds is unpaid, IC 6-9-3 will not be repealed or amended in any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 maimer that will change the purpose for which money dedicated to the Tourism Fund may be
used; and
WHEREAS, the Common Council of the City of Jeffersonville, Indiana (the "City") has
heretofore issued and has outstanding revenue bonds payable from the Tourism Fund, designated
"City of Jeffersonville, Indiana Capital Development Tourism Fund Revenue Bonds, Series of
1994 (Louisville Municipal Bridge Building Project)," dated as of December 19, 1994, with an
annual payment in the amount of $43,700 and maturing annually over a period ending December
19, 2009 (the "1994 Bonds"), which bonds constitute a charge upon the net Tourism Fund; and
WHEREAS, the City of New Albany, Indiana has heretofore issued and has outstanding
revenue bonds payable from the Tourism Fund, designated "City of New Albany, Indiana
Capital Development Tourism Fund Revenue Bonds, Series of 1995 (New Albany River
Heritage Cultural Center)," dated as of December 15, 1995, with an annual payment in the
amount of $34,374.17 and maturing annually over a period ending December 15, 2005 (the
"1995 Bonds"), which bonds constitute a charge upon the net Tourism Fund; and
WHEREAS, the Towr/Council of the Town of Clarksville, Indiana has heretofore issued
and has outstanding revenue bonds payable from the Tourism Fund, designated "Town of
Clarksville, Indiana Capital Development Tourism Fund l~dvenue Bonds, Series of 2002 (Lewis
and Clark Bicentennial Plaza Project)," dated as of May~g0, 2002, with an annual payment in the
amount of $72,793.58 and maturing annually over a period ending May 30, 2012 (the "2002
Bonds"), which bonds constitute a charge upon the net ToUrism Fund; and
WHEREAS, by its Resolution NO. 2002-R-18, adopted on June 3, 2002, the Common
Council of the City requested funding from the Tourism Bureau for a project to promote tourism
(hereinafter referred to as the "Project") Consisting of the creation of a tourist destination site
named "The Floating Stage", as more particularly described in the exhibit to such resolution; and
WHEREAS, on March 19, 2003, the Board of Managers of the Tourism Bureau adopted
a resolution committing an amount equal to the annual principal and interest payments on the
Bonds per year from the Tourism Fund to the payment of bonds to be issued by the City to
finance a portion of the co.sts of the Project; and
WHEREAS, the, Common Council now desires to authorize the issuance and sale of a
revenue bond 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 Commoh Council hereby finds, determines, and declares that
the Project will be in the best interests of the welfare of the citizens of the City, 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 a revenue bond of the City as hereinafter provided.
2. Authorization of Bond: Terms of Bond. There is hereby authorized the issuance and
sale of a revenue bond of the City to be designated "City of Jeffersonville, Indiana, Capital
Development Tourism Fund Revenue Bond, Series 2003 (the "Floating Stage 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 typewritten 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 Three Hundred Twenty-Five Thousand
Dollars ($325,000); shall bear interest atl a rate, not in excess of seven percent (7%) per annum,
established pursuant to the solicitation of competitive bids for the purchase of the Bond as
hereinafter provided and as specified in the subsequent resolution of the Common Council
accepting the best bid for the purchase of the Bond (the "Bond Sale Resolution"); shall be
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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 2004 and continuing to and including such date in 2014, 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 sul~stantially in the form attached hereto as Exhibit A, with such appropriate
changes, deletions, and additions, if any, as shall be approved in the Bond Sale Resolution.
The Bond shall be executed in the name and on behalf of the City by the manual
signature of the Mayor of the City and the official seal of the City shall be impressed thereon and
attested by the manual signature of the Clerk-Treasurer of the City (the "Clerk-Treasurer").
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 l~e 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 Clerk-Treasurer 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
re§ponsibility of authenticating the Bonds. The Clerk-Treasurer is hereby authorized to enter
into such agreements or understandings with such institution as will enable the institution to
perform the services required of the Registrar and the Paying Agent. The Clerk-Treasurer 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 prin6ipal 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 oflAmerica, which on the date of such payment shall be
legal tender for the payment of public and private debts.
The Clerk-Treasurer shall maintain a register for the Bond (the "Bond Register") in
which the Clerk-Treasurer 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 bf receiving payment of or on account of principal and interest and
for all other purposes. The City shall not bl 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 exqhange 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 owne? thereof for all purposes, including for the purpose of
' ' d
receiving payment of, or on account of, the prinmpal thereof an 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
~vhich 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
Registrar and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to be
given when mailed by first-class mall 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 Clerk-
Treasurer is authorized and directed to enter into such agreements and understandings with such
successor registrar and paying agent a~ will enable the institution to perform the services
required of a registrar and paying agent for the Bonds. The Clerk-Treasurer 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, fogether 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
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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 iri providing a replacement Bond.
The Bond and the interest thereon shall not constitute a general obligation or
indebtedness of the City within the meaning of the Constitution and laws of the State of Indiana
(the "State") 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 Clerk-Treasurer 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 lC 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 dep(~sited in, or to be deposited in, the Tourism Fund 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 addressI appearing on the Bond Register as and when the
installments of principal and interest payable on the Bond become due. The Pledge Agreement
shall b~ substantially in the form attached hereto as Exhibit B, 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 Clerk-
Treasurer is hereby authorized and directdd to arrange for the public sale of the Bond through the
solicitation of competitive bids. The Clerk-Treasurer 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 s~ven percent (7%) per annum. The Notice of Bond Sale
shall state that the Clerk-Treasurer will receive such bids in his office not later than 10:00 a.m.,
E.D.T., on the date selected for sale, prior to the regular scheduled meeting of the Common
Council on such date. At such time and date, the Clerk-Treasurer shall open and publicly read all
the bids timely received for the purchase of the Bond. The Clerk-Treasurer 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.
At the ensuing meeting of the Common Council, the Clerk-Treasurer shall report to the
Common Council the proceedings for the sale of the Bond theretofure taken and shall
recommend to the Common Council the conforming bid which the Clerk-Treasurer has
determined to be the best bid specifyinglthe lowest rate of interest to be borne by the Bond. The
Common Council shall thereupon consider and adopt a Bond Sale Resolution accepting that bid
which the Common Council determines ito be the best conforming bid specifying the lowest rate
of interest to be borne by the Bond and awarding the Bond to such bidder.
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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 .R-file 15c2-12 of the U.S. Securities
and Exchange Commission. As a condition to the' deliver~ 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 "purchaser's Letter of Representations") 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 th~ 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 mad~ to any credit rating agency for the assignment of a Credit rating for the
Bond.
In accordance with IC 5-3-1, the Clerk-Treasurer 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 a~ specified above and the second publication made at
least three (3) days before such date, each such publication to be made in the Jeffersonville
Evening News and the Clark County Journal.
7. Delivery and Payment for the Bond: Disbursement of Bond Proceeds. As soon as
practicable following the adoption of the Bond Sale Resolution and the sale os the Bond as
provided in Section 4 above, the Clerk-Trbasurer shall arrange for the delivery of the Bond to the
purchaser thereof specified in the Bond sale Resolution upon payment to the Clerk-Treasurer of
the purchase price specified in such Resolution. 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 Clerk-Treasurer
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 Clerk-Treasurer 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 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 Clerk-
Treasurer 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 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 ~nsututmns. The Clerk-Treasurer shall receive from the purchaser,
together with the purchase price for thd Bond, the purchaser's receipt for the delivery of the
Bond and the purchaser's Letter of Representations. The Clerk-Treasurer shall forthwith report
the proceedings for the sale of the Bond tO the Common Council.
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Immediately upon receipt of the proceeds from the sale of the Bond, the Clerk-Treasurer
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 Clerk-Treasurer 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 Clerk-Treasurer as part of the treasury of the City and entitled the "Floating
Stage Project Fund" (the "Project Fund").
The Clerk-Treasurer 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, including specifically the payment or reimbursement of the costs of
acquisition and installation of exhibits for the Floating Stage and any related costs or
professional fees. The Clerk-Treasurer 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 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
or business can'ied 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. Pa_.g_vment 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. Defaults and Remedies. Upon the failure of the City to lm~ 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
additioh 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 ordinanci or under the Bond and such proceedings shall have been discontinued or
abahdoned 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.
13. 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 su. ch specified due date.
14. Appointment of Bond Counsel. The law firm of Barnes & Thornburg, Indianapolis,
Indiana, is hereby appointed as Bond Counsel to the City in connection with the authorization,
issuance, and sale of the Bond. Anne Marie Galligan, Esq., City Attorney, is hereby appointed
as counsel to the City in connection with the authorization, issuance, and sale of the Bond and is
hereby authorized and directed to assist Bond Counsel in ail matters relating to the authorization,
issuance, and sale of the Bond.
15. Further Acts and Deeds. The Common Council, the Clerk-Treasurer, the City
Attorney, and other appropriate officers and employees of the City are hereby authorized and
dir64ted to execute, acknowledge, and deliver such other instruments and papers and to take such
Sther actions as may be necessary or desirable to effec~ the authorization, issuance, and sale of
the Bond in accordance with the provisions of this ordinance.
16. Severability. The provisions of this ordinance are severable, and if any section,
phrase, or provision hereof shall for any mason be declared invalid or unenforceable, such
declaration shall not affect the validity of the remainder of this ordinance.
17. 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.
18. 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.
'19. Effective Date. This ordinance shall be in full force and effect from and after its
adoption.
ADOPTED this \L~ day of June, 2003.
Peggy W]~e~lerk-Treas~er
COMMON C~UNCIL OF TIlE CITY OF
Presented by me to the Mayor of the City of Jeffersonville, Indiana, on the ~ ~ day of
June, 2003, at \~ : ~ ~.m.
Peggy ~i~t~12-1erk-Treasurer --
Presen, t~ to and approved by me, the IX/la~or~of the City of Jeffersonville, Indiana, and
signed this ~ day of June, 2003, at
x Tl/Omas R.
Galhg
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SCHEDUI~E OF EXHIBITS
Form of Bon~.. .................................................................................................................... Exhibit A
Form of Pledge Agreement ................................................................................................ Exhibit B
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EXHIBIT A
FORM OF BOND
[See Attached]
A-!
No.
EXHIBIT A
(FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF INDIANA
COUNTY OF CLARK
CITY OF JEFFERSONVILLE
CAPITAL DEVELOPMENT TOURISM FUND REVENUE BOND,
SERIES OF 2003
(FLOATING STAGE PROJECT)
Dated ,2003
Registered Owner:
Amount: Three Hundred Twenty-Five Thousand Dollars ($325,000.00)
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 Three Hundred Twenty-Five Thousand Dollars ($325,000.00) and
interest at the rate of percent (%) per annum on the unpaid balance of such
principal sum from time to time outstanding hereunder, payable in ten (10) equal annual install-
ments of principal and interest in the amount of Dollars
($ ) each, on the .__day of. in each year, commencing ,2004 and
continuing to and including ,2014 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 lC 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 Clerk-Treasurer 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
,2003 (the "Bond Ordinance") and pursuant to the applicable laws~.of the State,
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") consisting of I1/e
creation of a tourist destination site named "The Floating Stage" located within the City. ~ ....
This bond and the interest hereon do not constitute a general obligation or indebtedness.
of the City within the meaning of the Constitution and laws of the State and are not a charge
against the general credit or taxing power 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. The Bond Ordinance and the Pledge Agreement are on file in the office of
the Clerk-Treasurer 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 enfome
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 Clerk-Treasurer 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.
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IN WITNESS WHEREOF, the City has caused this bond to be executed in its name by
the Mayor and attested)fly its Clerk-Treasurer, and its official seal to be impressed hereon, all as
of the date shown ab6{)e.
CITY OF JEFFERSONVILLE, INDIANA
(SEAL)
Attest:
By:
Mayor
Clerk-Treasurer
ASSIGNMENT
please insert tax identification
number of assignee
For val~ue received the undersigned hereby sells, assigns, and transfers the within bond
unto .please print
or typewrite name and address including zip code of assignee and does hereby
irrevocably constitute and appoint , Attorney, to transfer said bond on the within-
mentioned Bond Register with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTE:Signature(s) must
be guaranteed by a member
firm of The New York Stock
Exchange or a commercial
bank or trust company.
NOTE: The signature to this
assignment must correspond
with the name as it appears
upon the face of the within
bond in every particular,
without alteration or
enlargement or any change
whatsoever.
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EXHIBIT B
FORM OF PLEDGE AGREEMENT
[See Attached]
.~'~ $325,000
CITY OF JEFFERSONVILLE, INDIANA
CAPITAL DEVELOPMENT TOURISM FUND REVENUE BONDS,
SERIES 2003
(FLOATING STAGE PROJECT)
FORM OF PLEDGE AGREEMENT
THIS AGREEMENT is dated and made as of ,2003 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 COUNTIES CONVENTION AND TOURISM BUREAU (the "Tourism Bureau"), a
special funds board of mgnagers created under the Indiana Code (hereinafter cited as "IC") 6-9-
3-1.
Recitals
A. IC 6-9-3-5 establishes a separate fund to be known as the Capital Development
Touris~n 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 th~ 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 ~ourism 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 2002-R-18, adopted on June 3, 2002, the Common Council of the
City of Jeffersonville, Indiana (the "City") requested funding from the Tourism Bureau for a
project to promote tourism (hereinafter referred to as the "Project") consisting of the creation of
a tourist destination site named the "Floating Stage", as more particularly described in the exhibit
to such resolution.
C. By its Ordinance No. (the "Bond Ordinance"), enacted on
, 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 March 19, 2003, 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.
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 of 2003 (Barge Project)" (the "Bonds"), in the principal amount of $325,000, bearing
interest at the rate of percent ( %) per annum, payable in
ten (10) equal annual installments of principal and interest in the amount
Dollars and Cents ($ ) each.
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 Dollars and
Cents/($ ) per year 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 and
Cents ($ ), 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.
IN WITNESS WHEREOF, the parities hereto have executed.this Agreement by their
officers thereunto duly authorized.
CITY OF JEFFERSONVILLE, INDIANA
(SEAL)
Attest:
By:
Mayor
Clerk-Treasurer
(SEAL)~
Attekt:
BOARD OF MANAGERS OF THE
CLARK-FLOYD COUNTIES
CONVENTION AND TOURISM
BUREAU
By:
President
Secretary
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