HomeMy WebLinkAbout2020-R-3 Requesting Funds from Clark-Floyd Counties Convention & Tourism Bureau RESOLUTION NO. 3
A RESOLUTION OF THE JEFFERSONVILLE COMMON COUNCIL REQUESTING
FUNDS FROM THE CLARK-FLOYD COUNTIES CONVENTION & TOURISM
BUREAU TO PAY COSTS OF A PROJECT DESIGNED TO PROMOTE TOURISM
IN THE CITY OF JEFFERSONVILLE,INDIANA
(Big Four Depot at NoCo Arts and Cultural District Project)
WHEREAS, the City of Jeffersonville, Indiana (the "City"), wishes to encourage and
promote tourism and economic growth and development in all areas of the City, including the area
of the City designated as the NoCo Arts&Cultural District and to undertake the projects described
in Exhibit A attached hereto in order to further development of such area(the"Project"); and
WHEREAS,the City,acting by and through both its Common Council and the Department
of Redevelopment,has previously adopted plans to undertake and accomplish the Project; and
WHEREAS,under Indiana Code 6-9-3-5(b)and other laws related or supplemental thereto,
the Clark-Floyd Counties Convention&Tourism Bureau(the"Tourism Bureau") is authorized to
use money in the Capital Development Tourism Fund only for the purpose of paying the principal
of and interest due on bonds issued by Clark County, Floyd County, or a political subdivision
located in either of such counties, in order to finance a project to promote tourism or to refund
bonds previously issued for such purpose; and
WHEREAS, Floyd County, Indiana ("Floyd County") is authorized by Indiana Code 36-
7-11.9 and Indiana Code 36-7-12 (the "EDC Act") to issue revenue bonds for the financing of
economic development facilities, to provide the proceeds of the revenue bond issue to another
entity to finance or refinance the acquisition, construction, renovation, installation and equipping
of said facilities, and to secure such revenue bond from receipts derived from a financing
agreement made by developers,users or related persons; and
WHEREAS, under Indiana Code 36-1-7, the City, the Tourism Bureau and Floyd County
are authorized to enter into an interlocal cooperation agreement to undertake projects and activities
necessary or useful in further of their respective purposes, including particularly financing tourism
projects and issuing bonds payable from the Capital Development Tourism Fund for such purpose;
and
WHEREAS,the Common Council desires to work cooperatively with the Tourism Bureau
and Floyd County regarding the issuance by Floyd County of certain economic development
revenue bonds (the "Bonds") payable from the Capital Development Tourism Fund, pursuant to
Indiana Code 6-9-3 and Indiana Code 36-7-12, each as amended, and using a portion of the
proceeds of such Bonds to pay costs of the Project; and
WHEREAS, the proceeds of the Bonds will be deposited into a separate construction
account and made available to the City, subject to the approval of the Tourism Bureau, to pay or
reimburse costs of the Project, and the Bonds will be secured by payments to be made by the
Tourism Bureau from moneys in the Capital Development Tourism Fund,all pursuant to the terms
and conditions of the Financing and Interlocal Cooperation Agreement, substantially in the form
attached as Exhibit B hereto (the"Financing Agreement"); and
WHEREAS, in the spirit of cooperation and acknowledgment of the contribution of the
Tourism Bureau for the Project, the City hereby agrees and determines that the facilities
comprising the Project should be made available to the Tourism Bureau at times that do not conflict
with scheduled events.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Jeffersonville, Indiana, as follows:
Section 1. Request for Funding. The Common Council hereby requests funding from
the Tourism Bureau in the amount of Five Hundred Thousand Dollars ($500,000)to be applied to
the costs of the Project, together with a portion of the costs of issuance of the Bonds allocable to
such project.
Section 2. Findings and Determinations. The Common Council hereby finds and
determines that the Project promotes tourism and involves the acquisition,construction,equipping
and/or furnishing of an "economic development facility" as that phrase is used in the EDC Act;
that the Project will not have a material adverse competitive effect on any similar facilities already
constructed or operating in or near the City; that the Project will increase diversification of
economic development and promote tourism in the City, will improve and promote the economic
stability, development and welfare in the City, will encourage and promote the expansion of
industry, trade, tourism and commerce in the City and the location of other new industries in the
City; that no public works or services, including public ways, schools, water, sewer, street lights
and fire protection,will be made necessary or desirable by the Project,because any such works or
services already exist or will be provided by the Project itself; and, therefore,that the financing of
the Project through the issuance of the Bonds will be of benefit to the health and general welfare
of the City and complies with the EDC Act. In order to reduce transaction costs and to further the
spirit of cooperation,the Common Council hereby consents to the issuance of the Bonds by Floyd
County and the use of the proceeds thereof to finance the economic development facilities and
projects described in the Financing Agreement to be located within the corporate boundaries of
the City.
Section 3. Approval of Financing Agreement. The City hereby approves the terms and
conditions of the Financing Agreement, which is incorporated herein by reference thereto. The
Mayor and the Clerk of the City are hereby authorized and directed, in the name and on behalf of
the City,to execute or endorse and deliver the Financing Agreement. The Mayor and the Clerk of
the City,upon the advice of legal counsel, are hereby authorized, in the name and on behalf of the
City, without further approval of the Common Council, to approve such changes in the Financing
Agreement as may be permitted by the EDC Act, with approval of any such changes to be
conclusively evidenced by such officer's execution thereof.
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RESOLVED AND ADOPTED by the Common Council of the City of Jeffersonville,
Indiana, this day of , 2020, by a vote of in favor, opposed, and
abstaining.
COMMON COUNCIL OF THE CITY OF ,
INDIANA
Presiding Officer
ATTEST:
Clerk
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EXHIBIT A
DESCRIPTION OF PROJECT
Project:Big Four Depot @ NoCo Arts & Cultural District
Total Project Budget: $1,697,223
Original Request: $1,000,000
Award from TCDF: $500,000
The Vision of the NoCo Arts & Cultural District is to create a vibrant, enticing and
engaging place to live, work and visit. The NoCo Arts & Cultural District will be home to artists,
makers, historian, inventors, restauranteurs and others working in creative endeavors and will
serve to revitalize underutilized buildings and greenspaces in the area that is currently void of
activity and aesthetic.
The Big Four Depot is a keystone element to the NoCo District. It will redevelop what is
now an empty green space into a busting hub of activity which will include restaurants, a stage for
performances,artisan retail cubes,public restrooms and additional public art. The Big Four Depot
will complement the recently completed elements within the District by its design and also by its
intended functions and most importantly will provide an economic engine within the heart of the
District.
A-1
EXHIBIT B
FORM OF FINANCING AGREEMENT
DMS 16569279.1
B-1
Draft of 3/9/2020
NOTE: This is a substantially final form of the Financing Agreement that will be used in connection with the
issuance of economic development revenue bonds by Floyd County,Indiana ("Floyd County"),payable from
the Clark/Floyd Counties Capital Development Tourism Fund (the "Tourism Fund"). All payments on the
bonds will be made by Floyd County from amounts appropriated by the Clark/Flovd Convention& Tourism
Board from moneys in the Tourism Fund. All dates and blanks will be filled in and the agreement will be
completed prior to execution following the sale of the bonds by Floyd County.
FINANCING AND INTERLOCAL COOPERATION AGREEMENT
by and among
FLOYD COUNTY,INDIANA
BOARD OF MANAGERS OF THE CLARK-FLOYD COUNTY CONVENTION AND
TOURISM BUREAU
TOWN OF CLARKSVILLE,INDIANA
And
CITY OF JEFFERSONVILLE,INDIANA
Table of Contents
Page
ARTICLE I. DEFINITIONS AND EXHIBITS 3
Section 1.1. Terms Defined 3
Section 1.2. Rules of Interpretation 6
Section 1.3. Exhibit 6
ARTICLE II. REPRESENTATIONS; USE OF BOND PROCEEDS 7
Section 2.1. Representations by Issuer 7
Section 2.2. Representations by the Tourism Bureau 7
Section 2.3. Representations by Clarksville 9
Section 2.4. Representations by Jeffersonville 10
ARTICLE III. FUNDS AND ACCOUNTS; DEPOSIT OF BOND PROCEEDS 12
Section 3.1. Establishment of Funds and Accounts. 12
Section 3.2. Deposit of Net Proceeds of Bonds 12
Section 3.3. Bond Fund 12
Section 3.4. Bond Issuance Expense Account 13
Section 3.5. Project Fund and Project Accounts 13
Section 3.6. Investments 14
ARTICLE IV. PARTICULAR COVENANTS OF THE TOURISM BUREAU 15
Section 4.1. Payment of Principal, Premium and Interest; Appropriations Tourism Fund 15
Section 4.2. Payment of Reasonable Expenses of Issuance of Bonds 16
Section 4.3. Maintenance of Existence. 16
ARTICLE V. INTERLOCAL COOPERATION 17
Section 5.1. Term. 17
Section 5.2. Purpose 17
Section 5.3. No Joint Undertaking. 17
Section 5.4. Approval 17
Section 5.5. Supplemental Documents. 17
ARTICLE VI. IMMUNITY 18
Section 6.1. Extent of Covenants of Issuer;No Personal Liability 18
Section 6.2. Liability of Issuer. 18
Section 6.3. Immunity 18
ARTICLE VII. SUPPLEMENTS AND AMENDMENTS TO THIS AGREEMENT 19
Section 7.1. Supplements, Amendments and Modifications to this Agreement 19
ARTICLE VIII. MISCELLANEOUS PROVISIONS 20
Section 8.1. Agreement for Benefit of Parties Hereto 20
Section 8.2. Severability 20
Section 8.3. Addresses for Notice and Demands 20
Section 8.4. Successors and Assigns 21
Section 8.5. Counterparts 21
Section 8.6. Governing Law 21
Section 8.7. Complete Agreement. 21
EXHIBIT A Form of Disbursement Request from Project Accounts
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FINANCING AND INTERLOCAL COOPERATION AGREEMENT
This FINANCING AND INTERLOCAL COOPERATION AGREEMENT (the
"Agreement"), dated as of 2020, among FLOYD COUNTY, INDIANA ("Floyd
County" or the "Issuer"), the BOARD OF MANAGERS OF THE CLARK-FLOYD COUNTY
CONVENTION AND TOURISM BUREAU (the "Tourism Bureau"), the TOWN OF
CLARKSVILLE, INDIANA ("Clarksville"), and the CITY OF JEFFERSONVILLE, INDIANA
("Jeffersonville").
RECITALS
WHEREAS, under Indiana Code 6-9-3-5(b) and other laws related or supplemental
thereto, Clarksville, Jeffersonville and Floyd County, acting for, on behalf of and in cooperation
with the Tourism Bureau, are each authorized to issue bonds payable from the Tourism Fund (as
defined herein) for the purpose of financing projects to promote tourism or to refund bonds
previously issued for such purpose; and
WHEREAS, under Indiana Code 36-7-11.9 and Indiana Code 36-7-12, each as
supplemented and amended (collectively, the "EDC Act"), Clarksville, Jeffersonville and Floyd
County are each authorized and empowered to issue revenue bonds and enter into agreements
with users or developers (each as defined in the EDC Act) to allow users or developers to
construct economic development facilities and vests such governmental entities with powers that
may be necessary to enable each of them to accomplish such purposes; and
WHEREAS, under Indiana Code 36-1-7, as amended, Clarksville, Jeffersonville, Floyd
County and the Tourism Bureau are authorized to enter into an interlocal cooperation agreement
to undertake projects and activities necessary or useful in furtherance of their respective purposes
including particularly financing projects designed to promote tourism and economic
development activities; and
WHEREAS, all of the Projects (as defined herein) are, or will be, located in Clark and
Floyd Counties; and
WHEREAS, the parties hereto desire this Agreement to be an agreement satisfying the
requirements of the EDC Act, Indiana Code Sections 6-9-3-5(b) and 36-1-7, and find that
carrying out this Agreement provides a mechanism to more efficiently finance projects designed
to promote tourism and economic development activities than would be achieved by attempting
to do so separately; and
WHEREAS, after giving notice in accordance with the EDC Act and Indiana Code 5-3-1,
the Floyd County Economic Development Commission held a public hearing, for itself and on
behalf of the Floyd County Council, on the proposed financing of the acquisition, construction,
equipping, installation and improvement of the Projects (as defined herein), and upon finding
that the Projects (i) will benefit the health and general welfare of the citizens of the Clark and
Floyd Counties and the State, and (ii) will comply with the purposes and provisions of the EDC
Act, adopted a resolution approving the proposed financing for the Projects; and
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WHEREAS, in order to foster tourism and economic development in Clark and Floyd
Counties, Floyd County intends to issue its Floyd County, Indiana, Economic Development
Revenue Bonds, Series 2020 A (Capital Development Tourism Fund—Annual Appropriation), in
the aggregate principal amount not to exceed $ (the "Bonds"), pursuant to the
bond ordinance adopted on _, 2020 by the Floyd County Council (the "Bond
Ordinance") and the terms of this Agreement, and intends to provide a portion of the proceeds
from the sale of the Bonds, together with all investment earnings thereon, to Clarksville,
Jeffersonville, Floyd County, River Heritage Conservancy, Inc. ("River Heritage"), and The
Friends of the New Albany Fire Museum, Inc., doing business as The Vintage Fire Museum and
Safety Education Center(the"Vintage Fire Museum"); and
WHEREAS, this Agreement provides for the use of the Bond proceeds by Clarksville,
Jeffersonville, Floyd County and the Tourism Bureau, acting on behalf of River Heritage and
Vintage Fire Museum,to finance projects designed to promote tourism, and provides for a source
of revenue sufficient to repay the principal of and interest on the Bonds when due; and
WHEREAS, pursuant to Indiana Code 6-9-3-5, as amended, there has previously been
established by the Indiana General Assembly a separate fund known as the capital development
tourism fund (the "Tourism Fund"), into which twenty-five percent (25%) of all revenue derived
from the innkeeper's tax imposed and collected under Indiana Code 6-9-3-4 in Clark and Floyd
Counties is required to be deposited, and money in the Tourism Fund may be used by the
Tourism Bureau only to pay the principal and interest due on bonds issues by either Clark or
Floyd 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; and
WHEREAS, pursuant to this Agreement, so long as the Bonds remain outstanding, the
Tourism Bureau will agree to use its best efforts and take all actions required to annually
appropriate moneys from the Tourism Fund in an amount sufficient to pay all principal of and
interest coming due on the Bonds each year and to transfer such moneys, so appropriated, to the
Floyd County Auditor for deposit into the Bond Fund(as defined herein); and
WHEREAS, pursuant to the Ordinance, Floyd County will pledge and assign amounts so
deposited into the Bond Fund to the registered owner of the Bonds as security for the payment
thereof, and the Bonds will be payable solely from amounts so deposited into the Bond Fund and
nothing herein shall be construed as requiring Floyd County, the Tourism Bureau or any party
hereto to deposit in the Bond Fund funds from any source other than funds appropriated by the
Tourism Bureau as described herein; and
In consideration of the premises, the representations, warranties and commitments given
by the parties hereto, and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby further covenant and agree as follows:
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ARTICLE I.
DEFINITIONS AND EXHIBITS
Section 1.1. Terms Defined. As used in this Agreement, the following terms shall have
the following meanings unless the context clearly otherwise requires:
"Authorized Officer" means (i) with respect to the Issuer, the Floyd County Auditor, the
President of the Board of Commissioners or the President of the Floyd County Redevelopment
Commission, (ii) with respect to Clarksville, the President of the Town Council, the Clerk-
Treasurer or the President of the Clarksville Redevelopment Commission, (iii) with respect to
Jeffersonville, the President of the Common Council, the City Controller or the President of the
Jeffersonville Redevelopment Commission, (iv) with respect to River Heritage, its executive
director or President of its Board of Directors, (v) with respect to Vintage Fire Museum, its
executive director or President of its Board of Directors, and (vi) with respect to the Tourism
Bureau, its Executive Director. Notwithstanding anything herein to the contrary, any party
hereto may designate such additional or different officers as an authorized officer of such entity
by providing notice thereof to the Issuer and the Tourism Bureau, with evidence of such
authority.
"Bond Fund" means the Bond Fund established by the Ordinance and continued under
Article III hereof.
"Bondholder"or"owner of a Bond" or any similar term means the owner of a Bond.
"Bonds" means the Floyd County, Indiana Economic Development Revenue Bonds,
Series 2020 (Capital Development Tourism Fund — Annual Appropriation), dated
2020, issued pursuant to the Ordinance in the aggregate principal amount of$
"County Auditor" shall mean the duly elected, qualified and acting Auditor for Floyd
County, Indiana.
"Clarksville" means the Town of Clarksville, Indiana, a municipal corporation duly
organized and validly existing under the laws of the State or any successor to its rights and
obligations under this Agreement.
"Clarksville Project" means, collectively, (a) the acquisition, design, construction,
improvement and/or equipping of development projects in the South Clarksville Arts and Culture
District, including the purchase and installation of public art in the District, producing and
installing historical information plaques, development of walking tour materials, and/or the
construction of specific site features, and (b) the acquisition, design, construction, improvement
and/or equipping of parklets along a portion of Woerner Avenue within the South Clarksville
Redevelopment Area as part of the Woerner Avenue Reconstruction Project and the installation
of various site furnishings and public art in such parklets.
"EDC Act" means, collectively, Indiana Code 36-7-11.9 and Indiana Code 36-7-12, each
as supplemented and amended, and all acts or laws supplemental thereto.
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"Government Obligations" means (a) direct obligations of the United States of America
for the payment of which the full faith and credit of the United States of America is pledged, (b)
obligations issued by a person controlled or supervised by and acting as an instrumentality of the
United States of America, the payment of the principal of and premium, if any, and interest on
which is fully guaranteed as a full faith and credit obligation of the United States of America
(including any securities described in(a) or(b) issued or held in book-entry form on the books of
the Department of Treasury of the United States of America or Federal Reserve Bank), (c)
certificates or receipts representing direct ownership interests in obligations or specified portions
(such as principal or interest) of obligations described in (a) or (b), which obligations are held by
a custodian in safekeeping on behalf of such certificates or receipts, or(d) senior, unsubordinated
obligations of the Federal National Mortgage Association of Federal Home Loan Mortgage
Corporation; provided that with respect to obligations of the sort described in clause (d), (i) such
obligations are rated in the highest rating category for such obligation by any of Moody's
Investors Service ("Moody's"), Standard & Poors Rating Group ("S&P") or Fitch Ratings
("Fitch") and (ii) in the event that any bonds are defeased with such obligations in whole or in
part those Bonds shall be concurrently rated in the highest rating category for such obligations by
any of Moody's, S&P or Fitch.
"Issuer" or "Floyd County" means Floyd County, Indiana, a municipal corporation duly
organized and validly existing under the laws of the State or any successor to its rights and
obligations under this Agreement.
"Jeffersonville" means the City of Jeffersonville, Indiana, a municipal corporation duly
organized and validly existing under the laws of the State or any successor to its rights and
obligations under this Agreement.
"Jeffersonville Project" means the acquisition, design, construction, improvement and/or
equipping of the Big Four Depot redevelopment project in the NoCo Arts and Culture District,
including the construction, purchase and installation of commercial space, a stage for
performances, artisan retail cubes, public restrooms and additional public art.
"Ordinance" or "Bond Ordinance" means Ordinance No. , adopted by the
County Council of Floyd County, Indiana, on _, 2020, authorizing the issuance of the
Bonds.
"Paying Agent" means initially the County Auditor and any successor paying agent or
co-paying agent.
"Projects" shall mean, collectively, the Floyd County Project, the Clarksville Project, the
Jeffersonville Project, the River Heritage Project and the Vintage Fire Museum Project.
"Project Accounts" shall mean, collectively, the Floyd County Project Account, the
Clarksville Project Account, the Jeffersonville Project Account, the River Heritage Project
Account and the Vintage Fire Museum Project Account.
"Project Fund" means the Project Fund established pursuant to the terms of the
Ordinance and Article III hereof.
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"Qualified Investments" means to the extent permitted by the laws of the State (i)
Government Obligations; (ii) bonds, debentures, participation certificates or notes issued by any
of the following: Federal Farm Credit Banks, Federal Financing Bank, Federal Home Loan
Banks, Federal National Mortgage Association or Federal Home Loan Mortgage Corporation;
(iii) certificates of deposit, time deposits and other interest-bearing deposit accounts with any
banking institution, which are insured by the Federal Deposit Insurance Corporation and for any
amounts above the insurance limits of the Federal Deposit Insurance Corporation, are
collateralized by obligations described in (i) hereof; (iv) any money market fund, sweep account,
mutual fund or trust invested solely in a portfolio of obligations described in (i) or (ii) above or
money market funds rated in the highest category by Moody's or S&P; (v) repurchase
agreements with any bank having a net worth of at least $100,000,000 secured by a pledge and
physical delivery (except in the case of securities issued in book-entry form, which shall be
registered in the name of the Issuer)to the Issuer of obligations described in (i) or(ii)hereof; (vi)
municipal obligations the interest on which would be excluded from the gross income of the
owners thereof for federal tax purposes under Section 103 of the Internal Revenue Code of 1986,
as amended, if(a) rated in one of the three highest rating categories of either Moody's or S&P,
or, (b) if fully secured by securities guaranteed as to principal and interest by the United States of
America; and (vii) stock of a Qualified Regulated Investment Company which invests solely in
obligations described in(vi) above.
"River Heritage" means River Heritage Conservancy, Inc., a nonprofit corporation duly
organized and validly existing under the laws of the State of Indiana and qualified to do business
in the State of Indiana, and its successors or assigns hereunder.
"River Heritage Project" means the study and design of a world-class linear public park
system stretching along the Ohio River from Jeffersonville to New Albany, Indiana, including
the completion of the Grand Park Master Plan for approximately 600 acres along the North
Shore of the Ohio River in Southern Indiana, which will provide guidance and design specifics
for a new park system that will be designed to shape the trajectory of growth and development
for the region. The work will include the exploration and evaluation of specialized outdoor
recreational amenities within the park master plan. Public park amenities to be designed within
this active programming element of the overall effort include tourism-related attractions such as
paddling access, blueway development on Silver Creek, high adventure recreational venues, and
outdoor recreation destination amenities unique to the region.
"Tourism Fund" means the Capital Development Tourism Fund created and established
pursuant to Indiana Code 6-9-3-5, as amended.
"Vintage Fire Museum" means the Friends of the New Albany Fire Museum, Inc., doing
business as the Vintage Fire Museum and Safety Education Center, a nonprofit corporation duly
organized and validly existing under the laws of the State of Indiana and qualified to do business
in the State of Indiana, and its successors or assigns hereunder.
"Vintage Fire Museum Project" means the design, construction, improvement and/or
equipping of a new roof and/or related or additional renovation projects at the new Vintage Fire
Museum located in the City of Jeffersonville's Arts and Cultural District.
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Section 1.2. Rules of Interpretation. For all purposes of this Agreement, except as
otherwise expressly provided, or unless the context otherwise requires:
(a) "This Agreement" means this instrument as originally executed and as it may
from time to time be supplemented or amended pursuant to the applicable provisions hereof.
(b) All references in this instrument to designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words "herein," "hereof' and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular and the singular as well as the plural.
(d) All accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles as consistently applied.
(e) Any terms not defined herein but defined in the Ordinance shall have the same
meaning herein.
(f) The terms defined elsewhere in this Agreement shall have the meanings therein
prescribed for them.
(g) The word "including" and any variation thereof means "including, without
limitation" and must not be construed to limit any general statement that it follows to the specific
or similar items or matters immediately following it.
(h) Where a term is defined, another part of speech or grammatical form of that term
shall have a corresponding meaning.
Section 1.3. Exhibit. The following Exhibit is attached to and by reference made a part
of this Agreement.
Exhibit A. Form of Disbursement Request from the Project Accounts
(End of Article I)
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ARTICLE II.
REPRESENTATIONS; USE OF BOND PROCEEDS
Section 2.1. Representations by Issuer. Issuer acknowledges, represents and warrants
that:
(a) The Issuer is a municipal corporation organized and existing under the laws of the
State of Indiana. Under the provisions of the EDC Act, Indiana Code 6-9-3 and Indiana Code
36-1-7, the Issuer is authorized to enter into the transactions contemplated by this Agreement and
to carry out its obligations hereunder. Issuer has been duly authorized to execute and deliver this
Agreement. Issuer agrees that it will do or cause to be done all things within its control and
necessary to preserve and keep in full force and effect its existence.
(b) Pursuant to the terms of this Agreement, the Issuer shall issue the Bonds in order
to pay all or a portion of the costs of the Projects as approved by an Authorized Officer of the
Tourism Bureau from time to time, pay any capitalized(if necessary), fund a debt service reserve
fund (if necessary) and pay the costs of issuance of the Bonds; all for the purpose of promoting
tourism and creating or retaining employment opportunities and benefitting the health and
general welfare of the citizens of Clark and Floyd Counties and the State.
(c) A portion of the proceeds of the Bonds (including any income earned on the
investment of such proceeds) will be used to pay costs of the Floyd County Project. The Issuer
will use the funds deposited into the Floyd County Project Account to pay the costs associated
with the Floyd County Project, subject to the prior written approval of an Authorized Officer of
the Tourism Board, all pursuant to and in accordance with the terms of this Agreement.
Section 2.2. Representations by the Tourism Bureau. The Tourism Bureau
acknowledges, represents and warrants that:
(a) The Tourism Bureau is duly organized and existing under the laws of the State of
Indiana. Under the provisions of the EDC Act, Indiana Code 6-9-3 and Indiana Code 36-1-7, the
Tourism Bureau is authorized to enter into the transactions contemplated by this Agreement and
to carry out its obligations hereunder. The Tourism Bureau has been duly authorized to execute
and deliver this Agreement. The Tourism Bureau agrees that it will do or cause to be done all
things within its control and necessary to preserve and keep in full force and effect its existence.
(b) The Issuer is issuing the Bonds pursuant to the terms of this Agreement in order
to pay all or a portion of the costs of the Projects as approved by an authorized officer of the
Tourism Bureau from time to time, pay any capitalized(if necessary), fund a debt service reserve
fund (if necessary) and pay the costs of issuance of the Bonds; all for the purpose of promoting
tourism and creating or retaining employment opportunities and benefitting the health and
general welfare of the citizens of Clark and Floyd Counties and the State.
(c) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby including execution and delivery of, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will contravene any law or any
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governmental rule, regulation or order currently binding on the Tourism Bureau or conflicts with
or results in a breach of the terms, conditions or provisions of any agreement or instrument to
which the Tourism Bureau is now a party or by which it is bound, or constitutes a default under
any of the foregoing, or results in the creation or imposition of any liens, charges, or
encumbrances whatsoever upon any of the property or assets of the Tourism Bureau under the
terms of any instrument or agreement.
(d) The execution, delivery and performance by the Tourism Bureau of this
Agreement does not require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any federal, state or other governmental
authority or agency, not previously obtained or performed.
(e) This Agreement has been duly executed and delivered by the Tourism Bureau
and, assuming due authorization, execution and delivery of the other parties hereto, constitutes
the legal, valid and binding agreement of the Tourism Bureau, enforceable against the Tourism
Bureau in accordance with its terms, except as may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or in equity) or by
bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in
general.
(f) There are no actions, suits or proceedings pending, or, to the knowledge of the
Tourism Bureau, threatened, before any court, administrative agency or arbitrator which,
individually or in the aggregate, might result in any material adverse change in the financial
condition of Tourism Bureau or might impair the ability of Tourism Bureau to perform its
obligations under this Agreement.
(g) The Tourism Bureau will ensure that the proceeds of the Bonds (including any
income earned on the investment of such proceeds) deposited into the River Heritage Project
Account will be applied to pay the costs associated with the River Heritage Project, subject to the
prior written approval of an Authorized Official of the Tourism Board, pursuant to and in
accordance with the terms of this Agreement.
(h) The Tourism Bureau will ensure that the proceeds of the Bonds (including any
income earned on the investment of such proceeds) deposited into the Vintage Fire Museum
Project Account will be applied to pay the costs associated with the Vintage Fire Museum
Project, subject to the prior written approval of an Authorized Official of the Tourism Board,
pursuant to and in accordance with the terms of this Agreement.
(i) Each of River Heritage and the Vintage Fire Museum is a nonprofit corporation
duly organized and validly existing under the laws of the State of Indiana, authorized to do
business in the State of Indiana, is not in violation of any laws in any manner material to its
ability to undertake and complete its respective projects contemplated under this Agreement, and
by proper action has full power to complete its respective projects contemplated under this
Agreement and has duly authorized the same.
8
(j) To the knowledge of the Tourism Bureau, there are no actions, suits or
proceedings pending, or threatened, before any court, administrative agency or arbitrator which,
individually or in the aggregate, might result in any material adverse change in the financial
condition of River Heritage or Vintage Fire Museum or might impair the ability of River
Heritage or Vintage Fire Museum to undertake or complete their respective projects
contemplated under this Agreement.
Section 2.3. Representations by Clarksville. Clarksville acknowledges, represents and
warrants that:
(a) Clarksville is a municipal corporation organized and existing under the laws of
the State of Indiana. Under the provisions of the EDC Act, Indiana Code 6-9-3 and Indiana
Code 36-1-7, Clarksville is authorized to enter into the transactions contemplated by this
Agreement and to carry out its obligations hereunder. Clarksville has been duly authorized to
execute and deliver this Agreement. Clarksville agrees that it will do or cause to be done all
things within its control and necessary to preserve and keep in full force and effect its existence.
(b) Clarksville will use the funds received from the Issuer and deposited into the
Clarksville Project Account(including any income earned on the investment of such proceeds) to
pay the costs associated with the Clarksville Project, subject to the prior written approval of an
Authorized Official of the Tourism Board, pursuant to and in accordance with the terms of this
Agreement.
(c) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby including execution and delivery of, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will contravene any law or any
governmental rule, regulation or order currently binding on Clarksville or conflicts with or
results in a breach of the terms, conditions or provisions of any agreement or instrument to which
Clarksville is now a party or by which it is bound, or constitutes a default under any of the
foregoing, or results in the creation or imposition of any liens, charges, or encumbrances
whatsoever upon any of the property or assets of Clarksville under the terms of any instrument or
agreement.
(d) The execution, delivery and performance by Clarksville of this Agreement does
not require the consent or approval of, the giving of notice to, the registration with, or the taking
of any other action in respect of, any federal, state or other governmental authority or agency, not
previously obtained or performed.
(e) This Agreement has been duly executed and delivered by Clarksville and,
assuming due authorization, execution and delivery of the other parties hereto, constitutes the
legal, valid and binding agreement of Clarksville, enforceable against Clarksville in accordance
with its terms, except as may be limited by general principles of equity (regardless of whether
such enforceability is considered in a proceeding at law or in equity) or by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors' rights in general.
9
(f) There are no actions, suits or proceedings pending, or, to the knowledge of
Clarksville, threatened, before any court, administrative agency or arbitrator which, individually
or in the aggregate, might result in any material adverse change in the financial condition of
Clarksville or might impair the ability of Clarksville to perform its obligations under this
Agreement.
Section 2.4. Representations by Jeffersonville. Jeffersonville acknowledges, represents
and warrants that:
(a) Jeffersonville is a municipal corporation organized and existing under the laws of
the State of Indiana. Under the provisions of the EDC Act, Indiana Code 6-9-3 and Indiana
Code 36-1-7, Jeffersonville is authorized to enter into the transactions contemplated by this
Agreement and to carry out its obligations hereunder. Jeffersonville has been duly authorized to
execute and deliver this Agreement. Jeffersonville agrees that it will do or cause to be done all
things within its control and necessary to preserve and keep in full force and effect its existence.
(b) Jeffersonville will use the funds received from the Issuer and deposited into the
Jeffersonville Project Account(including any income earned on the investment of such proceeds)
to pay the costs associated with the Jeffersonville Project, subject to the prior written approval of
an Authorized Official of the Tourism Board, pursuant to and in accordance with the terms of
this Agreement.
(c) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby including execution and delivery of, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will contravene any law or any
governmental rule, regulation or order currently binding on Jeffersonville or conflicts with or
results in a breach of the terms, conditions or provisions of any agreement or instrument to which
Jeffersonville is now a party or by which it is bound, or constitutes a default under any of the
foregoing, or results in the creation or imposition of any liens, charges, or encumbrances
whatsoever upon any of the property or assets of Jeffersonville under the terms of any instrument
or agreement.
(d) The execution, delivery and performance by Jeffersonville of this Agreement does
not require the consent or approval of, the giving of notice to, the registration with, or the taking
of any other action in respect of, any federal, state or other governmental authority or agency,not
previously obtained or performed.
(e) This Agreement has been duly executed and delivered by Jeffersonville and,
assuming due authorization, execution and delivery of the other parties hereto, constitutes the
legal, valid and binding agreement of Jeffersonville, enforceable against Jeffersonville in
accordance with its terms, except as may be limited by general principles of equity(regardless of
whether such enforceability is considered in a proceeding at law or in equity) or by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors' rights in general.
(f) There are no actions, suits or proceedings pending, or, to the knowledge of
Jeffersonville, threatened, before any court, administrative agency or arbitrator which,
10
individually or in the aggregate, might result in any material adverse change in the financial
condition of Jeffersonville or might impair the ability of Jeffersonville to perform its obligations
under this Agreement.
(End of Article II)
11
ARTICLE III.
FUNDS AND ACCOUNTS; DEPOSIT OF BOND PROCEEDS
Section 3.1. Establishment of Funds and Accounts. There has been created and
established under the Ordinance and continued hereunder the following funds and accounts to be
held by the County Auditor or his or her agent: (a) the Bond Fund, and (b) the Project Fund.
Within the Project Fund there is hereby created and established separate accounts to be
designated as the "Bond Issuance Expense Account", the "Floyd County Project Account", the
"Clarksville Project Account", the "Jeffersonville Project Account", the "River Heritage Project
Account"and the "Vintage Fire Museum Project Account".
Section 3.2. Deposit of Net Proceeds of Bonds.
(a) The Issuer shall deposit the net sale of the Bonds consisting of $
(which amount represents the par amount of the Bonds (i.e., $ ), plus a net original
issue premium ($ ), [less a purchaser's discount ($ ) to be retained by
the purchaser)], as follows:
(A) Into the Bond Issuance Expense Account, an amount equal to $
to be used to pay the costs of issuance related to the Bonds;
(B) Into the Floyd County Project Account to pay costs of the Floyd County
Project, an amount equal to $200,000;
(C) Into the Clarksville Project Account to pay costs of the Clarksville Project,
an amount equal to $ , which represents the net amount awarded to Clarksville by
the Tourism Bureau, less an allocable portion of the costs of issuance of the Bonds;
(D) Into the Jeffersonville Project Account to pay costs of the Jeffersonville
Project, an amount equal to $ , which represents the net amount awarded to
Jeffersonville by the Tourism Bureau, less an allocable portion of the costs of issuance of
the Bonds;
(E) Into the River Heritage Project Account to pay costs of the River Heritage
Project, an amount equal to $ , which represents the net amount awarded to the
River Heritage by the Tourism Bureau, less an allocable portion of the costs of issuance
of the Bonds; and
(F) Into the Vintage Fire Museum Project Account to pay costs of the Vintage
Fire Museum Project, an amount equal to $ , which represents the net amount
awarded to the Vintage Fire Museum by the Tourism Bureau, less an allocable portion of
the costs of issuance of the Bonds.
Section 3.3. Bond Fund. There shall be deposited into the Bond Fund, as and when
received, all revenues appropriated by the Tourism Bureau from the Tourism Fund during such
fiscal year for the purpose of paying the principal of, premium, if any, and interest on the Bonds
12
as the same becomes due, and transferred to the County Auditor under the terms of this
Agreement. Nothing herein should be construed as requiring the Issuer, the Tourism Bureau or
any other party hereto to deposit into the Bond Fund any moneys from any source other than the
revenues appropriated by the Tourism Bureau from the Tourism Fund and transferred by the
Tourism Bureau to the Issuer as described herein. Moneys in the Bond Fund shall be used by the
Paying Agent solely for the purpose of paying the interest, premium, if any, and principal on the
Bonds as such becomes due, whether at maturity or upon redemption.
Section 3.4. Bond Issuance Expense Account. The Issuer shall deposit into the Bond
Issuance Expense Account the moneys required to be deposited therein pursuant to the
provisions of Section 3.2 hereof. The County Auditor shall disburse the funds held in the Bond
Issuance Expense Account, upon receipt of invoices and the written approval of the Executive
Director of the Tourism Bureau, to pay costs of issuance for the Bonds or to reimburse the Issuer
or the Tourism Bureau for amounts previously advanced for such costs. In making
disbursements from the Bond Issuance Expense Account, the County Auditor may rely upon
such certifications and invoices without further investigation. Any amounts remaining in the
Bond Issuance Expense Account one-hundred twenty (120) days after the issuance of the Bonds
shall be transferred to the Bond Fund and used to pay the principal and interest coming due on
the Bonds.
Section 3.5. Project Fund and Project Accounts.
(a) Upon the issuance of the Bonds, the Issuer shall deposit into the respective Project
Accounts of the Project Fund all moneys required to be deposited therein pursuant to the
provisions of Section 3.2 hereof. Moneys held in the respective Project Accounts of the Project
Fund shall be disbursed by the County Auditor in accordance with the provisions of this section
to pay the costs of completing the applicable Projects approved by the Executive Director of the
Tourism Bureau. Subject to the provisions below and any applicable representations, warranties
and covenants relating to the Projects contained in this Agreement or in any tax certificates of the
Issuer delivered in connection with the Bonds, disbursements from the respective Project
Accounts of the Project Fund shall be made only to pay (or to reimburse parties hereto or their
designees for prior payment of) costs of the applicable Projects approved by the Executive
Director of the Tourism Bureau, as follows:
(i) Costs incurred directly or indirectly for or in connection with the
acquisition, construction, expansion, renovation, relocation, excavation, equipping,
installation or improvement of the applicable Projects, as the case may be, including,
without limitation: costs incurred with respect to preliminary planning and studies;
required land acquisition in connection with the project; architectural, legal,
engineering, accounting, consulting, supervisory and other services; utility relocation
work; demolition; labor, services and materials; and recording of documents and title
work;
(ii) Costs incurred directly or indirectly in seeking to enforce any remedy
against any contractor or subcontractor in respect of any actual or claimed default under
any contract relating to the applicable Projects, as the case may be; and
13
(iii) Any financial, legal and accounting charges and expenses or other
incidental and necessary costs, expenses, fees and charges relating to the acquisition,
construction, expansion, equipping, installation or improvement of the applicable
Projects, as the case may be.
Any disbursements from the respective Project Accounts of the Project Fund
described above to pay such fees, costs or expenses of the Projects (or to reimburse the
parties hereto for the prior payment of such fees, costs or expenses) shall be made by the
County Auditor only upon the prior receipt of a written request submitted by the
applicable Authorized Officer for such entity and approved by the Executive Director of
the Tourism Bureau. Each such written request shall be in the form of the disbursement
request attached as Exhibit A hereto and shall be consecutively numbered and
accompanied by invoices or other appropriate documentation as may be reasonably
requested by the Executive Director of the Tourism Bureau supporting the payments or
reimbursements requested.
(b) If there shall remain any moneys in the respective Project Accounts of the Project
Fund after applicable Projects are completed, the County Auditor shall, upon the written
direction of the Executive Director of the Tourism Bureau, transfer all such moneys to the Bond
Fund.
(c) The Issuer shall keep and maintain adequate records pertaining to the respective
Project Accounts of the Project Fund and all disbursements therefrom. If requested by the
Tourism Bureau, the Issuer shall provide copies of the records pertaining to the respective
Project Accounts of the Project Fund and all disbursements therefrom.
(d) In making disbursements from the respective Project Accounts of the Project
Fund, the County Auditor may rely upon such invoices, other appropriate documentation
supporting the payments or reimbursements and the written approval of the Executive Director
of the Tourism Bureau, without further investigation.
(e) Notwithstanding anything herein to the contrary, the County Auditor may at any
time appoint a bank or financial institution to serve as custodian of the Project Fund and the
Project Accounts created thereunder.
Section 3.6. Investments. All moneys held in any fund or account established by this
Agreement may, at the sole direction of the County Auditor, be invested in Qualified
Investments. All such investments shall be held by or under the control of the Issuer and any
income resulting therefrom shall be credited to the fund or account from which such investment
was made.
(End of Article III)
14
ARTICLE IV.
PARTICULAR COVENANTS OF THE TOURISM BUREAU
Section 4.1. Payment of Principal, Premium and Interest; Appropriations Tourism
Fund.
(a) In accordance with the Ordinance, the Bonds are payable solely and only from
legally available revenues previously deposited in, or to be deposited in, the Tourism Fund,
appropriated by the Tourism Bureau for payment of debt service on the Bonds, transferred to the
Issuer and immediately deposited into the Bond Fund.
(b) In order to satisfy its commitments contained herein, the Tourism Bureau shall
request an appropriation from the Tourism Fund in each annual budget in the amount of
Dollars ($ ) in order to ensure timely payment of debt
service on the Bonds when due. The Tourism Bureau covenants that it shall obtain and maintain
revenues in, or to be deposited in, the Tourism Fund from which to meet its commitment to pay
debt service on the Bonds under this Agreement, including, but not limited to, using its best
efforts to appropriate an amount therefrom sufficient to meet its commitment to pay debt service
on the Bonds under this Agreement at a time sufficiently in advance of the date for payment
thereof so that an appropriation may be made in the normal budgetary process of the Tourism
Bureau, using its bona fide best efforts to have such request approved, and exhausting all
available reviews and appeals in the event such request is not approved. The Tourism Bureau
will transfer amounts so appropriated from the Tourism Fund at times and in amounts sufficient
to pay in full the debt service payments on the Bonds, including any amount necessary to restore
any required reserve fund with respect to the Bonds, if any. The Executive Director of the
Tourism Bureau shall use his or her best efforts to cause the Tourism Bureau to appropriate
moneys from the Tourism Fund in its annual budget in an amount sufficient to enable the
Tourism Bureau to comply with its commitments under this Agreement.
(c) In accordance with the Ordinance, the Issuer shall immediately deposit into the
Bond Fund all moneys annually appropriated by the Tourism Bureau and transferred to the Issuer
during each fiscal year for the purpose of paying the principal of, premium, if any, and interest
on the Bonds. Notwithstanding any other provision in this Agreement, the Issuer's obligation to
make payments on the Bonds shall be payable solely from the legally available revenues of the
Tourism Bureau annually appropriated from the Tourism Fund, transferred to the Issuer and
deposited into the Bond Fund.
(d) Under no circumstances shall the Issuer, Clarksville, Jeffersonville, River
Heritage or Vintage Fire Museum be liable for making any payments due hereunder or on the
Bonds, including any payment of the principal of, premium, if any, or interest on the Bonds, it
being expressly understood that the payment of the principal of, premium, if any, or interest on
the Bonds shall be payable solely and only from legally available revenues previously deposited
in, or to be deposited in, the Tourism Fund, annually appropriated by the Tourism Bureau for
payment of debt service on the Bonds, transferred to the Issuer and immediately deposited into
the Bond Fund.
15
Section 4.2. Payment of Reasonable Expenses of Issuance of Bonds. Pursuant to
Section 3.2 hereof, a portion of the proceeds of the Bonds will be used to pay fees and expenses
incurred or to be incurred by or on behalf of the Issuer in connection with or as an incident to the
issuance and sale of the Bonds.
Section 4.3. Maintenance of Existence. The Tourism Bureau agrees that it will
maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its
assets, and will not consolidate, reorganize with or merge into another entity, or permit one or
more other entities to consolidate, reorganize with or merge into it; provided, however, that the
foregoing provisions of this Section shall not apply, and the Tourism Bureau shall not have any
such obligations in the event of: (i) the sale or transfer of all of the ownership interests in the
Tourism Bureau or of all or substantially all of the assets of the Tourism Bureau, or(ii) a merger,
consolidation, reorganization or spin off involving the Tourism Bureau or such assets, either
alone or in conjunction with other assets; if the surviving, resulting or transferee entity, as the
case may be, assumes in writing all of the obligations of the Tourism Bureau under this
Agreement.
(End of Article IV)
16
ARTICLE V.
INTERLOCAL COOPERATION
Section 5.1. Term. The term of this Agreement shall commence upon the execution
and delivery of the Bonds to the purchaser thereof and shall continue and be in full force and
effect through the final maturity date of the Bonds.
Section 5.2. Purpose. During the term of this Agreement, the following roles and
responsibilities are set forth as the purposes of this Agreement:
(a) Floyd County agrees to issue the Bonds pursuant to Indiana Code 6-9-3-5 and the
EDC Act and to disbursement the proceeds thereof in accordance with the terms of this
agreement in order to maximize efficiencies in financing tourism projects in Clark and Floyd
Counties.
(b) The Tourism Bureau agrees to take all steps necessary to include in its annual
budget and appropriations an amount of revenue in the Tourism Fund to pay the annual debt
service requirements on the Bonds, and to transfer amounts so appropriated to the Issuer in order
to ensure timely payment of principal of and interest on the Bonds as the same comes due.
(c) Each of the parties hereto agrees to use the proceeds of the Bonds deposited into
the respective Project Accounts to pay the costs of projects which are designed to promote
tourism and create or retain employment opportunities and benefitting the health and general
welfare of the citizens of Clark and Floyd Counties and the State.
(d) The parties agree and will proceed with due diligence to cause each of the
Projects to be bid, undertaken, and/or completed consistent with the applications submitted to the
Tourism Bureau and in a safe and efficient manner that complies with the terms with all
applicable laws.
Section 5.3. No Joint Undertaking. Because this is not a joint undertaking within the
meaning of Indiana Code 36-1-7, this Agreement need not address other matters related to the
financing, staffing, budget, administration, or real and personal property of a joint undertaking.
Section 5.4. Approval. This Agreement is subject to the approval by resolution or
ordinance of the fiscal bodies of the Issuer, the Tourism Bureau, Jeffersonville and Clarksville.
Section 5.5. Supplemental Documents. The Issuer, the Tourism Bureau, Jeffersonville
and Clarksville agree to execute any and all supplementary documents and to take any and all
supplementary steps as are reasonable and appropriate to accomplish the purposes and provisions
of this Agreement.
(End of Article V)
17
ARTICLE VI.
IMMUNITY
Section 6.1. Extent of Covenants of Issuer; No Personal Liability. No recourse shall be
had for the payment of the principal of or interest on any of the Bonds or for any claim based
thereon or upon any obligation, covenant or agreement contained in the Bonds, the Ordinance or
this Agreement against any past, present or future member, director, officer, agent, attorney or
employee of the Issuer or any other party hereto, or any incorporator, member, director, officer,
employee, agent, attorney or trustee of any successor thereto, as such, either directly or through
the Issuer, any other party hereto or any successor thereto, under any rule of law or equity,
statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all
such liability of any such incorporator, member, director, officer, employee, agent, attorney or
trustee as such is hereby expressly waived and released as a condition of and consideration for
the execution of this Agreement (and any other agreement entered into by the Issuer with respect
thereto) and the issuance of the Bonds.
Section 6.2. Liability of Issuer. Any and all obligations of the Issuer and the Tourism
Bureau under this Agreement are special, limited obligations, payable solely out of the legally
available funds appropriated by the Tourism Bureau, transferred to the Issuer and deposited into
the Bond Fund as provided under this Agreement. The obligations of the Issuer and the Tourism
Bureau hereunder shall not be deemed to constitute an indebtedness or an obligation of the
Issuer, the Tourism Bureau, the State or any political subdivision or taxing authority thereof
within the purview of any constitution limitation or provision, or a pledge of the faith and credit
or a charge against the credit or general taxing powers, if any, of the Issuer, the Tourism Bureau
the State or any political subdivision or taxing authority thereof.
Section 6.3. Immunity. No covenant or agreement contained in the Bonds, this
Agreement or the Ordinance shall be deemed to be a covenant or agreement of any member of
the Issuer, the Tourism Bureau, Jeffersonville, Clarksville, River Heritage or the Vintage Fire
Museum or of any officer or employee of any such parties, or their legislative, fiscal or
governing bodies in his or her individual capacity, and no officers, employees, officials or
members of the Issuer, the Tourism Bureau, Jeffersonville, Clarksville, River Heritage or the
Vintage Fire Museum shall be liable personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance of the Bonds.
(End of Article VI)
18
ARTICLE VII.
SUPPLEMENTS AND AMENDMENTS TO THIS AGREEMENT
Section 7.1. Supplements, Amendments and Modifications to this Agreement. The
parties hereto may, by mutual written agreement, alter, change or amend the terms and
conditions hereof, subject at all times to the prior approval by resolution of the governing bodies
of the parties hereto and the prior written consent of the registered owner of the Bonds.
(End of Article VII)
19
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
Section 8.1. Agreement for Benefit of Parties Hereto. Nothing in this Agreement,
express or implied, is intended or shall be construed to confer upon, or to give to, any person
other than the parties hereto, their successors and assigns, and the holder of the Bonds, any right,
remedy or claim under or by reason of this Agreement or any covenant, condition or stipulation
hereof; and the covenants, stipulations and agreements in this Agreement contained are and shall
be for the sole and exclusive benefit of the parties hereto, and their successors and assigns.
Section 8.2. Severability. In case any one or more of the provisions contained in this
Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby.
Section 8.3. Addresses for Notice and Demands. All notices, demands, certificates or
other communications hereunder shall be sufficiently given and shall be deemed given when
mailed by registered or certified mail, postage prepaid, with proper address as indicated below.
The Issuer and the Borrower may, by written notice given by each to the others, designate any
address or addresses to which notices, demands, certificates or other communications to them
shall be sent when required as contemplated by this Agreement. Until otherwise provided by the
respective parties, all notices, demands, certificates and communications to each of them shall be
addressed as follows:
To Issuer: Floyd County, Indiana
311 Hauss Square Room
Room#118 -#119
New Albany, IN 47150
Attention: County Auditor
To Tourism Bureau: Clark-Floyd Counties Convention and Tourism Bureau
315 Southern Indiana Avenue
Jeffersonville, IN 47130
Attention: Executive Director
To Jeffersonville: City of Jeffersonville, Indiana
500 Quartermaster Court, Suite 300
Jeffersonville, IN 47130
Attention: Director of Finance and City Controller
To Clarksville: Town of Clarksville, Indiana
Administration Building
2000 Broadway, Suite 138
Clarksville, IN 47129
Attn: Clerk-Treasurer
20
Section 8.4. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is named or referred to, the successors and assigns of such party shall be deemed to be
included and all the covenants, promises and agreements in this Agreement contained by or on
behalf of the Borrower, or by or on behalf of the Issuer, shall bind and inure to the benefit of the
respective successors and assigns, whether so expressed or not.
Section 8.5. Counterparts. This Agreement is being executed in any number of
counterparts, each of which is an original and all of which are identical. Each counterpart of this
Agreement is to be deemed an original hereof and all counterparts collectively are to be deemed
but one instrument.
Section 8.6. Governing Law. It is the intention of the parties hereto that this
Agreement and the rights and obligations of the parties hereunder shall be governed by and
construed and enforced in accordance with, the laws of Indiana.
Section 8.7. Complete Agreement. This Agreement constitutes the entire and complete
agreement between the parties with respect to its subject matter; supersedes any prior
discussions, negotiations, and understandings between them; and cannot be altered, amended, or
terminated without the written agreement of both parties participating herein. The parties
acknowledge that none of the parties hereto, nor any of their employees, agents, or other
representatives have made any representations relied upon by any other party other than the
agreements contained herein.
(End of Article VIII)
21
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their
respective names and attested by their duly authorized officers, all as of the date first above
written.
FLOYD COUNTY, INDIANA, acting by and
through its Board of Commissioners.
By:
Shawn Carruthers, President
Attest:
By:
Jacqueline Wenning, County Auditor
CLARK-FLOYD COUNTY CONVENTION
AND TOURISM BUREAU, acting by and
through its Board of Managers
By:
, President
Attest:
By:
, Secretary
TOWN OF CLARKSVILLE, INDIANA
By:
, President of Town Council
Attest:
By:
, Clerk-Treasurer
CITY OF J I4F RSO LLE, INDIANA
, Mayor
Attest:
By: 2�2`- 4L/
, Clerk-Treasurer
S-1
EXHIBIT A
Form of Disbursement Request from the Project Accounts
Auditor of Floyd County, Indiana
311 Hauss Square Room
Room#118 -#119
New Albany, IN 47150
Re: Request No.
Disbursement of Funds from the [Insert name of awardee] Project Account
Pursuant to Section 3.5 of the Financing and Interlocal Cooperation Agreement, dated as
of _, 2020 (the "Agreement"),by and among Floyd County, Indiana (the "Issuer"), the
Board of Managers of the Clark-Floyd County Convention and Tourism Bureau (the "Tourism
Bureau"), the Town of Clarksville, Indiana, and the City of Jeffersonville, Indiana, the
undersigned, as an authorized officer of[Insert name of awardee], hereby requests the Issuer to
pay to [Insert name of awardee] or to the person(s) listed on the disbursement schedule attached
hereto (the "Disbursement Schedule") out of the moneys on deposit in the [Insert name of
awardee] Project Account (as defined in the Agreement), the aggregate sum of$
for the purpose of paying such person(s) or to reimburse [Insert name of awardee] in full, as
indicated in the Disbursement Schedule, for advances, payments and expenditures made by it in
connection with the items listed in the Disbursement Schedule.
In connection with this request, the undersigned hereby certifies, represents and warrants
that:
1. Each item for which disbursement is requested hereunder is properly payable out
of the [Insert name of awardee] Project Account in accordance with the terms and conditions of
the Agreement, and none of those items has formed the basis for any disbursement heretofore
made from the [Insert name of awardee] Project Account.
2. Each such item is or was necessary in connection with the acquisition,
construction, equipping, installation or improvement of the property comprising the [Insert name
of awardee] Project(as defined in the Agreement).
3. The disbursement hereby requested will be used to pay such person(s), or to
reimburse [Insert name of awardee] in full, for each item that has formed the basis of this request
as described on the Disbursement Schedule attached hereto.
4. This request constitutes the approval of [Insert name of awardee] of each
disbursement hereby requested.
5. This request and all invoices and other documentation attached hereto has been
provided to an authorized officer of the Tourism Bureau for review and approval.
DMS 16468212.1
A-1
,
IN WITNESS WHEREOF, the Authorized Officer of the entity set forth below has set
his or her hand as of the day of , 20 .
[Insert name of awardee]
By:
Printed Name:
Title:
APPROVED:
CLARK-FLOYD COUNTY CONVENTION
AND TOURISM BUREAU
By:
James L. Epperson, Executive Director
Date:
Attachment: Disbursement Schedule
DMS 16468212.1
A-2