HomeMy WebLinkAbout2024-R-4 Bond Resolution JEFFERSONVILLE REDEVELOP NT COMMISSION
RESOLUTION NO. -L--
BOND RESOLUTION
4893-6241-8342.3(TIF/SBT)
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS 3
SECTION 2. GRANTING CLAUSES 6
SECTION 3. THE NOTES AND THE BONDS 7
SECTION 4. COVENANT TO LEVY TAX. 13
SECTION 5. FORM OF THE NOTES AND THE BONDS. 13
SECTION 6. SALE OF THE NOTES AND THE BONDS 20
SECTION 7. DELIVERY OF INSTRUMENTS 22
SECTION 8. NOTE PURCHASE AGREEMENT; BOND PURCHASE
AGREEMENT 22
SECTION 9. OFFICIAL STATEMENT; INVESTMENT LETTERS;
CONTINUING DISCLOSURE 23
SECTION 10. EXECUTION OF THE NOTES AND THE BONDS 24
SECTION 11. REDEVELOPMENT DISTRICT CAPITAL FUND 24
SECTION 12. FLOW OF FUNDS 25
SECTION 13. TAX COVENANTS 27
SECTION 14. ISSUANCE OF ADDITIONAL BONDS. 29
SECTION 15. CONTRACTUAL NATURE OF THIS RESOLUTION 30
SECTION 16. DEFEASANCE OF THE BONDS 31
SECTION 17. AMENDING SUPPLEMENTAL RESOLUTION 31
SECTION 18. CONSENT TO SUPPLEMENTAL RESOLUTIONS. 32
SECTION 19. EVENTS OF DEFAULT 33
SECTION 20. THE REGISTRAR AND PAYING AGENT. 36
SECTION 21. NOTICES 36
SECTION 22. BUSINESS DAYS 36
SECTION 23. SEVERABILITY 37
SECTION 24. REPEAL OF CONFLICTING PROVISIONS 37
SECTION 25. EFFECTIVE DATE 37
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JEFFERSONVILLE REDEVELOPMENT COMMISSION
RESOLUTION NO.
BOND RESOLUTION
WHEREAS, IC 36-7-14 and IC 36-7-25 and all related and supplemental statutes as in
effect on the issue date of the Notes and the Bonds (each as hereinafter defined) including IC
5-1-14 (collectively, "Act") authorize the Redevelopment Commission ("Commission") of the
City of Jeffersonville, Indiana ("City"), to establish an economic development area and to
establish an allocation area within an economic development area providing for the distribution
of Tax Increment(as hereinafter defined) generated within the allocation area;
WHEREAS, the Commission adopted a declaratory resolution on December 22, 1995, as
supplemented and amended to date (collectively, as amended, "Declaratory Resolution"), and the
Declaratory Resolution was confirmed by a Confirmatory Resolution adopted on February 28,
1996, as supplemented and amended to date (collectively, as amended, "Confirmatory
Resolution");
WHEREAS, the Commission, by the Declaratory Resolution, as confirmed by the
Confirmatory Resolution (collectively, "Area Resolution"), established the boundaries of the
Inner City Road Economic Development Area ("Area") and declared this Area to be an
economic development area, and the Area is more particularly described in the map attached to
and incorporated in the Area Resolution;
WHEREAS, pursuant to the Area Resolution, the Commission approved an economic
development plan, as supplemented and amended to date(collectively, "Plan") for the Area;
WHEREAS, pursuant to the Area Resolution and the Plan, the Commission has
designated the entire Area as an allocation area ("Allocation Area") for purposes of capturing
incremental ad valorem real property tax revenues levied and collected in the Allocation Area to
pay lease rentals and debt service on bonds issued to finance the economic development projects
described below and to pay certain other costs permitted by the Act and this Resolution;
WHEREAS, the Commission finds that there are now outstanding bonds and leases
designated: (i) Redevelopment Tax Increment Revenue Bonds of 2008 ("2008 Bonds"), now
outstanding in the amount of $475,000, payable out of Tax Increment; (ii) Redevelopment
District Tax Increment Revenue Bonds of 2013, Series B ("2013B Bonds"), now outstanding in
the amount of$2,205,000, payable out of Tax Increment, on a parity with the 2008 Bonds; (iii)
Redevelopment District Tax Increment Revenue Bonds of 2013, Series D ("2013D Bonds"), now
outstanding in the amount of$930,000, payable out of Tax Increment, on a parity with the 2008
Bonds and the 2013B Bonds; (iv) Redevelopment District Tax Increment Revenue Bonds of
2013, Series E ("2013E Bonds"), now outstanding in the amount of$1,750,000, payable out of
Tax Increment, on a parity with the 2008 Bonds, the 2013B Bonds and the 2013D; and (v) a
lease between the Commission and the Jeffersonville Redevelopment Authority ("Authority"),
dated as of September 6, 2016, as amended by an Amendment No. 1 to Lease, dated as of April
28, 2017, with lease rentals payable from Tax Increment, securing the Authority's Economic
Development Lease Rental Bonds of 2017 ("2017 Lease"), now outstanding in the amount of
TIF w/property tax backup
Inner City Road EDA
4893-6241-8342.3
$8,470,000, on a parity with the 2008 Bonds, the 2013B Bonds, the 2013D Bonds and the 2013E
Bonds as to the pledge of Tax Increment;
WHEREAS, the 2008 Bonds, the 2013B Bonds, the 2013D Bonds, the 2013E Bonds and
the 2017 Lease are hereinafter collectively referred to as the "Outstanding Obligations;"
WHEREAS, the Outstanding Obligations permit the issuance of additional obligations on
a parity with the Outstanding Obligations if certain conditions can be met;
WHEREAS, the Commission, based on the advice of its municipal advisor, now finds
that the requirements for the issuance of additional obligations payable from Tax Increment on a
parity with the Outstanding Obligations can be met pursuant to the resolutions approving the
Outstanding Obligations;
WHEREAS, payment of the Bonds will be on a parity with the Outstanding Obligations;
WHEREAS, the Commission has found and determined that: (i) the planning,
replanning, development, and redevelopment of the Area is a public and governmental function
that cannot be accomplished through the ordinary operations of private enterprise; (ii)the
planning, replanning, development and redevelopment of the Area would benefit the public
health, safety, morals, and welfare in, increase the economic well-being of, and serve to protect
and increase property values in, the City and the State of Indiana and would be of public utility
and benefit; and (iii) the planning, replanning, development and redevelopment of the Area are
public uses and purposes for which money may be spent;
WHEREAS, the Commission has been advised that it may be necessary to issue notes in
anticipation of the Bonds for the purpose of procuring interim financing ("Notes"); and
WHEREAS, the Commission finds and determines that in order to proceed with the
planning, replanning, development and redevelopment of the Area, it is necessary for the
Commission to issue special taxing district bonds of the Jeffersonville Redevelopment District
("District"), in the name of the City, payable from Tax Increment, on a parity with the
Outstanding Obligations, and, to the extent Tax Increment is not sufficient, from a special
benefits tax levied on all taxable property within the District ("Special Benefits Tax"), allocated
and deposited as provided in this Bond Resolution, in the aggregate principal amount not to
exceed Eighteen Million Dollars ($18,000,000) ("Bonds"), and to issue the Notes to provide
interim financing for the purpose of procuring funds to be applied on the cost of economic
development, including the construction of certain improvements to Charlestown Pike Road, as
more fully described in Exhibit A attached hereto, in, serving or benefiting the Area ("Project"),
including the repayment of the Notes, if issued, capitalized interest, if necessary, funding a debt
service reserve, premiums for municipal bond insurance and/or a debt service reserve surety, if
necessary, incidental expenses incurred in connection with the Project as provided in the Act and
costs associated with issuance of the Notes and the Bonds ("Costs of the Project");
WHEREAS, the Commission estimates that the total Costs of the Project financed with
Bond proceeds will not exceed Eighteen Million Dollars ($18,000,000);
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WHEREAS, the Commission hereby finds that it is in the best interests of the District to
sell the Notes at a negotiated, private sale to a sophisticated investor or investors and to sell the
Bonds at a negotiated sale to an original purchaser or, in the alternative, by competitive bidding;
WHEREAS, the Bonds and the Notes to be issued under Section 3 of this Resolution are
issued pursuant to the authority granted in the Act;
WHEREAS, the Common Council of the City is required to approve the issuance of the
Bonds and the Notes;
WHEREAS, the municipal advisor to the Commission has advised that it may be cost
efficient to purchase municipal bond insurance and/or a debt service reserve surety for the Bonds
authorized herein;
WHEREAS, the total indebtedness of the Commission including the amount of the Bonds
authorized by this Resolution which are attributable to the Commission (assuming all such
indebtedness constitutes debt in the statutory sense under IC 36-7-14-27), is $18,000,000 and
does not exceed any constitutional or statutory limitations on indebtedness, and the net assessed
valuation of taxable property in the District, as shown by the last complete and full assessment
for state and county taxes is $2,708,967,695;
WHEREAS, the Commission, upon adoption of the Bond Resolution, will publish and
post a notice of determination to issue bonds;
WHEREAS, the Commission will publish notice in accordance with IC 5-3-1 and will
hold a public hearing on the proposed additional appropriation of the Note proceeds, if issued,
and the Bond proceeds, and approve the appropriation of the Note proceeds, if issued, and the
Bond proceeds to pay the Costs of the Project; and
WHEREAS, the Commission has notified the Clark County Auditor and the Department
of Local Government Finance of the creation of the Area, will report to the Department of Local
Government Finance the appropriation of the Note and Bond proceeds, and will obtain all
approvals required by law for the issuance of the Notes and the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE JEFFERSONVILLE
REDEVELOPMENT COMMISSION, AS FOLLOWS:
SECTION 1. DEFINITIONS. All terms defined herein and all pronouns used in this
Resolution shall be deemed to apply equally to singular and plural and to all genders. All terms
defined elsewhere in this Resolution shall have the meaning given in such definition. In this
Resolution, unless a different meaning clearly appears from the context:
"Act" means IC 5-1-14, IC 36-7-14 and IC 36-7-25 and all related and supplemental acts
in effect on the issue date of the Notes and the Bonds.
"Allocation Fund" means the special fund established under the Act for the Tax
Increment collected in the Allocation Area.
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"Area" means the Inner City Road Economic Development Area and the Allocation Area
described in the Area Resolution.
"Bond Purchase Agreement" means the purchase agreement to be entered into between
the Bond Purchaser and the City.
"Bond Purchaser" means the original purchaser of the Bonds.
"Bond Resolution" or "Resolution" means this Bond Resolution, adopted by the
Commission on February 28, 2024, and authorizing the issuance of the Notes and the Bonds, as
it may be supplemented and amended from time to time in accordance with its provisions.
"Bonds" means, except where the context clearly refers to the Bonds authorized by this
Resolution, the Outstanding Obligations, the Bonds authorized by this Resolution and any Parity
Obligations, when, as and if issued.
"Capital Fund" means the Redevelopment District Capital Fund established under the Act
as described in Section 11.
"City" means the City of Jeffersonville, Indiana.
"Code" means the Internal Revenue Code of 1986, as amended and in effect on the date
of issuance of the Bonds, and the applicable judicial decisions and published rulings and any
applicable regulations promulgated thereunder.
"Commission" means the Jeffersonville Redevelopment Commission.
"Costs of the Project" means all costs of the Project as set forth in the recitals of this
Resolution.
"Debt Service" means the principal of and interest on the Bonds, lease rentals on any
Parity Obligations which are leases, and any fiscal agency charges associated with the Bonds and
the collection of Tax Increment for the Bonds.
"Debt Service Reserve Fund" means the Debt Service Reserve Fund continued under
Section 12.
"Debt Service Reserve Requirement" means maximum annual principal and interest due
on the Bonds, the Outstanding Bonds and any Parity Obligations (as hereinafter defined).
"District" means the Jeffersonville Redevelopment District.
"Note Purchase Agreement" means the purchase agreement for the Notes authorized by
Section 8.
"Note Purchaser" means the original purchaser of the Notes.
"Notes" means the notes authorized by Section 3.
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"Notice Address" means with respect to the City and the Commission:
City and Commission:
City of Jeffersonville
500 Quartermaster Court
Jeffersonville, IN 47130
Attention: Controller
City Attorney:
City of Jeffersonville
500 Quartermaster Court
Jeffersonville, IN 47130
Attention: Corporation Counsel
The notice address of the Bond Purchaser as set forth in the Bond Purchase Agreement
The notice addresses of the Registrar and Paying Agent, if any, shall be set forth in the
Acceptance attached hereto.
"Owner" means a registered owner of the Bonds.
"Parity Obligations" means any obligations (including leases and pledges of Tax
Increment permitted by the Act) of the Commission issued on a parity with the Bonds (as to the
pledge of Tax Increment) under Section 14.
"Paying Agent" means the Controller of the City or the Paying Agent so designated under
Section 3(F) or any successor Paying Agent appointed under this Resolution.
"Project" means the construction of certain improvements to Charlestown Pike Road, as
more fully described in Exhibit A attached hereto.
"Qualified Investments" means any direct obligation of the United States of America or
other investments in which the Commission is permitted by Indiana law to invest at the time of
investment.
"Registrar" means the Controller of the City or the Registrar so designated under Section
3(F) or any successor Registrar appointed under Section 3(F) of this Resolution.
"State" means the State of Indiana.
"Surplus Fund" means the Surplus Fund continued under Section 12.
"Tax Increment" means all property tax proceeds from assessed valuation of real property
in the Allocation Area in excess of the assessed valuation described in IC 36-7-14-39(b)(1), as
such statutory provision exists on the date of the issuance of the Bonds, on a parity with the
Outstanding Obligations.
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SECTION 2. GRANTING CLAUSES.
(A) The Commission, in consideration of the premises and of the purchase and
acceptance of the Bonds by the Owners, in order to secure the payment of the Debt Service on
the Bonds, according to their tenor and effect and to secure the performance and observance by
the Commission of all covenants expressed or implied herein and in the Bonds, does hereby
pledge the rights, interests, properties, money and other assets described below for the benefit of
the Owners of the Bonds for the securing of the performance of the obligations of the
Commission set forth in this Resolution, such pledge to be effective as set forth in IC 5-1-14-4
without the recording of this Resolution or any other instrument:
(1) All cash and securities now or hereafter held in the Capital Fund, the Debt Service
Reserve Fund, if any, and the Allocation Fund, on a parity with the Outstanding Obligations, and
the investment earnings thereon and all proceeds thereof (except to the extent transferred or
disbursed from such funds and accounts from time to time in accordance with this Resolution);
(2) All Tax Increment, on a parity with the Outstanding Obligations, and, to the
extent Tax Increment is not sufficient, the Special Benefits Tax, required to be deposited for the
benefit of the Bonds or for the benefit of any subordinate obligations;
(3) Any money hereinafter pledged to the Owners as security to the extent of that
pledge;
provided, however, that if the Commission shall pay or cause to be paid, or there shall otherwise
be paid or made provision for payment of Debt Service on the Bonds due, or to become due
thereon, at the times and in the manner mentioned in the Bonds, and shall pay or cause to be paid
or there shall otherwise be paid or made provision for payment to the Owners of the outstanding
Bonds of all sums of money due or to become due according to the provisions hereof, then this
Resolution and the rights hereby granted shall cease, terminate and be void; otherwise this
Resolution shall be and remain in full force and effect.
(B) The Commission, in consideration of the premises and of the purchase and
acceptance of the Notes by the Note Purchaser according to their tenor and effect and to secure
the performance and observance by the Commission of all covenants expressed or implied herein
and in the Notes, does hereby pledge the proceeds of the Bonds to the repayment of the Notes for
the benefit of the owners of the Notes for the securing of the performance of the obligations of
the Commission set forth in this Resolution, such pledge to be effective as set forth in IC
5-1-14-4 without recording of this Resolution or any other instrument; provided, however, that if
the Commission shall pay or cause to be paid, or there shall otherwise be paid or made provision
for payment of debt service on the Notes due, or to become due thereon, at the times and in the
manner mentioned in the Notes, and shall pay or cause to be paid or there shall otherwise be paid
or made provision for payment to the owners of the outstanding Notes of all sums of money due
or to become due according to the provisions hereof, then this Resolution and the rights hereby
granted shall cease, terminate and be void; otherwise this Resolution shall be and remain in full
force and effect.
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(C) This Resolution further witnesseth, and it is expressly declared, that all Notes and
Bonds issued and secured hereunder are to be issued, authenticated and delivered, and all these
properties, rights and interests, including, without limitation, the amounts hereby pledged, are to
be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Commission has
agreed and covenanted, and does hereby agree and covenant, with the respective Owners, from
time to time, of the Notes and Bonds, or any part thereof, as provided in this Resolution.
SECTION 3. THE NOTES AND THE BONDS. (A) (1) The Commission, acting in the
name of the City, may issue the Notes for the purpose of procuring interim financing to apply to
the Costs of the Project. The Commission shall issue the Notes in an aggregate principal amount
not to exceed Eighteen Million Dollars ($18,000,000) to be designated "Redevelopment District
Bond Anticipation Notes of (to be completed with the year in which issued and appropriate
series designation, if any)." The Notes shall be dated as of the date of delivery and shall bear
interest on the amount borrowed at a rate or rates not to exceed five percent (5%) per annum (to
be determined by negotiation with the Note Purchaser), which interest is payable at maturity or
upon redemption prior to maturity. Interest shall be calculated on the basis of twelve 30-day
months for a 360-day year. The Notes shall be sold at no less than 99% of the par value thereof.
The initial term of the Notes shall not exceed three (3) years from the date of the original
issuance of Notes and may be renewed or extended for an additional two (2) years. The Notes
are subject to prepayment in whole or in part at the option of the Commission on any date (as
negotiated with the Note Purchaser), upon twenty (20) days' written notice to the registered
owners of the Notes at their face value plus interest accrued to the redemption date. The Notes
shall be issued in fully registered form and shall be lettered and numbered separately from 1
consecutively upward and with such further or alternate designation as the Registrar may
determine and shall be issued in denominations of$1,000 or in integral multiples thereof. The
principal of and interest on the Notes are payable solely from proceeds of the Notes and the
Bonds, and the Commission, acting in the name of the City, shall have no obligation to repay the
principal of or interest on the Notes except from proceeds of the Notes and the Bonds. The
Commission may receive payment on the Notes in installments.
(2) The Commission further finds that all or a portion of the Costs of the Project may
be paid from proceeds of the Notes and from proceeds of the Bonds under the Act and that the
Project will provide special benefits to property owners in the Area and will be of public use and
benefit.
(3) For the purpose of procuring funds to be applied to refunding the Notes, if issued,
and the Costs of the Project, the Commission, acting in the name of the City, may borrow the
aggregate principal amount not to exceed Eighteen Million Dollars ($18,000,000). The Bonds
shall be sold at a purchase price of not less than 99% of par value thereof and shall be issued in
denominations of Five Thousand Dollars ($5,000) and integral multiples thereof or in minimum
denominations of One Hundred Thousand Dollars ($100,000) and integral multiples of$5,000
thereafter. The Bonds shall be issued by the Commission in the name of the City and shall be
designated 'Redevelopment District Tax Increment Revenue Bonds of " (to be completed
with the year in which issued and appropriate series designation, if any). The President of the
Commission and the Mayor are hereby authorized to negotiate with the Bond Purchaser terms of
the sale of the Bonds consistent with this Resolution. The Controller is hereby authorized and
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directed to have prepared and to issue and sell to the Bond Purchaser the Bonds payable, as set
forth in Sections 2 and 12, out of Tax Increment, on a parity with the Outstanding Obligations
and, to the extent Tax Increment is not sufficient, from a Special Benefits Tax, and investment
earnings on any cash or securities held in any funds or accounts established under this
Resolution. The purchase price of the Bonds, together with investment earnings on the proceeds
of the Bonds, does not exceed the total, as estimated by the Commission, of the Costs of the
Project. The Bonds may be paid for in installments.
(B) (1) The Bonds shall be issued in fully registered form and shall be lettered and
numbered separately from one consecutively upward in order of maturity preceded by the letter
"R" and with such further or alternate designation as the Registrar may determine.
(2) The Bonds shall be dated as of their issue date and bear interest at a rate or rates
of not to exceed five percent (5%) per annum (as determined by negotiation with the Bond
Purchaser or by competitive bidding). Interest on the Bonds shall be payable on each January 15
and July 15, beginning on the first January 15 or the first July 15 after the issue date of the
Bonds, as determined by the Controller, with the advice of the Commission's municipal advisor,
and shall accrue on a basis of twelve 30-day months for a 360-day year. The Bonds shall mature
semiannually on January 15 and July 15 over a period ending no later than January 15, 2032, in
such amounts as will retire the Bonds as soon as feasible while providing adequate coverage to
market the Bonds.
(3) The Bonds of this issue maturing no later than five (5) years after their date of
issuance are redeemable at the option of the Commission on any date, upon thirty (30) days'
written notice, in whole or in part, in order of maturity determined by the Commission and by lot
within maturities, at face value, with no premium, plus in each case accrued interest to the date
fixed for redemption. The exact redemption dates shall be established by the Controller, with the
advice of the City's municipal advisor,prior to the sale of the Bonds.
(C) All or a portion of the Bonds may be issued as one or more term bonds, upon
election of the Bond Purchaser. Such term bonds shall have a stated maturity or maturities as
determined by the Bond Purchaser, but not later than the last serial maturity of the Bonds as
determined in the above paragraph. The term Bonds shall be subject to mandatory sinking fund
redemption and fmal payment(s) at maturity at 100% of the principal amount thereof, plus
accrued interest to the redemption date, on principal payment dates in accordance with the above
schedule.
(D) Notice of any redemption identifying the Bonds to be redeemed in whole or in
part shall be given to the Registrar at least 45 days prior to the date fixed for redemption and by
the Registrar at least 30 days prior to the date fixed for redemption (unless this notice is waived
by the Owner) by sending written notice by certified or registered mail to the Owner of each
Bond to be redeemed in whole or in part at the address shown on the registration books of the
Registrar. Failure to give such notice by mailing, or any defect therein with respect to any Bond,
shall not affect the validity of any proceeding for the redemption of other Bonds. Such notice
shall state the redemption date, the redemption price, the amount of accrued interest, if any,
payable on the redemption date, the place at which Bonds are to be surrendered for payment and,
if less than the entire principal amount of a Bond is to be redeemed, the portion thereof to be
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redeemed. By the date fixed for redemption, due provision shall be made with the Registrar for
the payment of the redemption price of the Bonds to be redeemed, plus accrued interest, if any,
to the date fixed for redemption. When the Bonds have been called for redemption, in whole or
in part, and due provision has been made to redeem same as herein provided, the Bonds or
portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose
of receiving payment solely from the funds so provided for redemption, and the rights of the
Owners of such Bonds to collect interest which would otherwise accrue after the redemption date
on any Bond or portion thereof called for redemption shall terminate on the date fixed for
redemption, provided that funds for their redemption are on deposit at the place of payment at
that time.
(E) If fewer than all of the Bonds of a maturity are to be redeemed, the Registrar will
select the particular Bonds to be redeemed by lot in such manner as it deems fair and appropriate.
Each Five Thousand Dollars ($5,000) or One Hundred Thousand Dollars ($100,000) principal
amount, as the case may be, shall be considered a separate bond for purposes of redemption. If
any Bonds are subject to optional and mandatory sinking fund redemption on the same date, the
Registrar shall select by lot the Bonds for optional redemption before selecting the Bonds for
mandatory sinking fund redemption.
(F) (1) The Controller of the City may serve as the initial Registrar and the
Paying Agent for the Notes and the Bonds. The Controller may appoint a duly qualified bank as
Registrar and Paying Agent, which Registrar and Paying Agent will be charged with the
performance of the duties and responsibilities of Registrar and Paying Agent as set forth herein.
The Registrar and Paying Agent for the Notes and the Bonds if other than the Controller, shall
signify its acceptance of its duties by executing the acceptance attached to this Resolution. The
Commission is further authorized to pay such fees as the Registrar and Paying Agent may charge
for the services provided as Registrar and Paying Agent and such fees may be paid from the
Allocation Fund as Debt Service in addition to paying the principal of and interest on the Notes
and the Bonds or from the Surplus Fund.
(2) The Mayor and the Controller are hereby authorized, on behalf of the
Commission, to enter into such agreements or understandings with the Registrar and Paying
Agent as will enable it to perform the services required of it.
(G) (1) The Notes and the Bonds shall be authenticated with the manual signature
of an authorized representative of the Registrar on the Certificate of Authentication. No Note or
Bond shall be valid or become obligatory for any purpose until the Certificate of Authentication
on such Note or Bond, respectively, shall have been so executed. Subject to the provisions
hereof for registration,the Notes and the Bonds shall be negotiable under the laws of the State of
Indiana.
(2) If any Note or Bond is mutilated, lost, stolen or destroyed, the City may execute
and the Registrar may authenticate a new Note or Bond which in all respects shall be identical to
the Note or Bond which was mutilated, lost, stolen or destroyed including like date, maturity,
series and denomination, except that such new Note or Bond shall be marked in a manner to
distinguish it from the Note or Bond for which it was issued; provided that in the case of any
Note or Bond being mutilated, such mutilated Note or Bond shall first be surrendered to the City
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and the Registrar; and in the case of Notes or Bonds being lost, stolen or destroyed, there shall be
first furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory
to the City and the Registrar, together with indemnity satisfactory to them. If any such lost,
stolen or destroyed Note or Bond shall have matured and be payable in accordance with its
terms, instead of issuing a duplicate Note or Bond the City and the Registrar may, upon receiving
indemnity satisfactory to them, pay the same without surrender thereof. The City and the
Registrar may charge the owner of the Note or Bond with their reasonable fees and expenses in
connection with the above. Every substitute Note or Bond issued by reason of the Note or Bond
being lost, stolen or destroyed shall, with respect to such Note or Bond, constitute a substitute
contractual obligation of the City, whether or not the lost, stolen or destroyed Note or Bond shall
be found at any time, and every such Note or Bond shall be entitled to all the benefits of this
Resolution, equally and proportionately with any and all other Notes or Bonds duly issued
hereunder.
(3) Each Note or Bond shall be transferable or exchangeable only upon the books of
the Commission kept for that purpose at the office of the Registrar by the owner thereof in
person, or by its attorney duly authorized in writing, upon surrender of such Note or Bond
together with a written instrument of transfer or exchange satisfactory to the Registrar duly
executed by the owners or its attorneys duly authorized in writing, and thereupon a new fully
registered Note, Notes, or Bond or Bonds, as the case may be, in the same principal amount and
of the same series and maturity, shall be executed and delivered in the name of the transferee or
transferees or the owners, as the case may be, in exchange therefor. The Registrar shall not be
obligated to make any exchange or transfer of Notes or of Bonds following the first day of the
month containing an interest payment date on any Notes of Bonds until such interest payment
date. The Registrar shall not be obligated (a) to register, transfer or exchange any Note or Bond
during a period of fifteen (15) days next preceding mailing of a notice of redemption of the
Notes and Bonds, or (b) to register, transfer or exchange the Notes or Bond selected, called or
being called for redemption in whole or in part after mailing notice of such call. The City and
the Registrar for the Notes or Bonds may treat and consider the person in whose name such Note
or Bond is registered as the absolute owner thereof for all purposes including for the purpose of
receiving payment of, or an account of, the principal thereof The Notes or Bonds may be
transferred or exchanged without cost to the owners except for any tax or government charge
required to be paid with respect to the transfer or exchange, which taxes or governmental charges
are payable by the person requesting such transfer or exchange.
(H) The City has determined that it may be beneficial to the City to have the Bonds
held by a central depository system pursuant to an agreement between the City and The
Depository Trust Company, New York, New York ("Depository Trust Company") and have
transfers of the Bonds effected by book-entry on the books of the central depository system
("Book Entry System"). Such Bonds may be initially issued in the form of a separate single
authenticated fully registered Bond for the aggregate principal amount of each separate maturity
of the Bonds. In such case, upon initial issuance, the ownership of such Bonds shall be
registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the
Depository Trust Company.
With respect to the Bonds registered in the register kept by the Registrar in the name of
CEDE & CO., as nominee of the Depository Trust Company, the City and the Paying Agent
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4893-6241-8342.3
shall have no responsibility or obligation to any other holders or owners (including any
beneficial owner ("Beneficial Owner")) of the Bonds with respect to (i) the accuracy of the
records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect
to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or
any other person, other than the Depository Trust Company, of any notice with respect to the
Bonds including any notice of redemption, or(iii)the payment to any bondholder(including any
Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount
with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise
provided herein.
No person other than the Depository Trust Company shall receive an authenticated Bond
evidencing an obligation of the City to make payments of the principal of and premium, if any,
and interest on the Bonds pursuant to this Resolution. The City and the Registrar and Paying
Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute
bondholder of each of the Bonds for the purpose of(i)payment of the principal of and premium,
if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted
to be given to bondholders with respect to such Bonds; (iii) registering transfers with respect to
such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by
bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay
all principal of and premium, if any, and interest on the Bonds only to or upon the order of the
Depository Trust Company, and all such payments shall be valid and effective fully to satisfy
and discharge the City's and the Paying Agent's obligations with respect to principal of and
premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon
delivery by the Depository Trust Company to the City of written notice to the effect that the
Depository Trust Company has determined to substitute a new nominee in place of CEDE &
CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in
this Resolution shall refer to such new nominee of the Depository Trust Company.
Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in
the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with
respect to the principal of and premium, if any, and interest on such Bonds and all notices with
respect to such Bonds shall be made and given, respectively, to the Depository Trust Company
as provided in a representation letter from the City to the Depository Trust Company.
Upon receipt by the City of written notice from the Depository Trust Company to the
effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of the Depository Trust Company
hereunder can be found which is willing and able to undertake such functions upon reasonable
and customary terms, then the Bonds shall no longer be restricted to being registered in the
register of the City kept by the Registrar in the name of CEDE & CO., as nominee of the
Depository Trust Company, but may be registered in whatever name or names the bondholders
transferring or exchanging the Bonds shall designate, in accordance with the provisions of this
Resolution.
If the City determines that it is in the best interest of the bondholders that they be able to
obtain certificates for the fully registered Bonds, the City may notify the Depository Trust
Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial
Owners of the availability through the Depository Trust Company of certificates for the Bonds.
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4893-6241-8342.3
In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the
Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate
amounts, and whenever the Depository Trust Company requests the City and the Registrar to do
so, the Registrar and the City will cooperate with the Depository Trust Company by taking
appropriate action after reasonable notice (i) to make available one or more separate certificates
evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company
account or (ii) to arrange for another securities depository to maintain custody of certificates for
and evidencing the Bonds.
If the Bonds shall no longer be restricted to being registered in the name of the
Depository Trust Company, the Registrar shall cause said Bonds to be printed in blank in such
number as the Registrar shall determine to be necessary or customary; provided, however, that
the Registrar shall not be required to have such Bonds printed until it shall have received from
the City indemnification for all costs and expenses associated with such printing.
In connection with any notice or other communication to be provided to bondholders by
the City or the Registrar with respect to any consent or other action to be taken by bondholders,
the City or the Registrar, as the case may be, shall establish a record date for such consent or
other action and give the Depository Trust Company notice of such record date not less than
fifteen(15) calendar days in advance of such record date to the extent possible.
So long as the Bonds are registered in the name of the Depository Trust Company or
CEDE & CO. or any substitute nominee, the City and the Registrar and Paying Agent shall be
entitled to request and to rely upon a certificate or other written representation from the
Beneficial Owners of the Bonds or, from the Depository Trust Company on behalf of such
Beneficial Owners stating the amount of their respective beneficial ownership interests in the
Bonds and setting for the consent, advice, direction, demand or vote of the Beneficial Owners as
of a record date selected by the Registrar and the Depository Trust Company, to the same extent
as if such consent, advice, direction, demand or vote were made by the bondholders for purposes
of this Resolution and the City and the Registrar and Paying Agent shall for such purposes treat
the Beneficial Owners as the bondholders. Along with any such certificate or representation, the
Registrar may request the Depository Trust Company to deliver, or cause to be delivered, to the
Registrar a list of all Beneficial Owners of the Bonds, together with the dollar amount of each
Beneficial Owner's interest in the Bonds and the current addresses of such Beneficial Owners.
The Notes may be issued in book-entry form and in that case all of the provisions set
forth in this Section 3(H) shall apply.
(I) The Notes and the Bonds shall be payable in lawful money of the United States of
America. The principal (except for mandatory sinking fund and optional redemption payments)
of the Bonds shall be payable upon presentation at the office of the Paying Agent. Mandatory
sinking fund payments, optional redemption payments and interest on the Bonds shall be paid by
check mailed to each owner at the address as it appears on the registration books kept by the
Registrar as of the first day of the month containing an interest payment date or at such other
address as provided to the Registrar in writing by such owner. Notwithstanding anything to the
contrary herein, the Bonds shall not be required to be presented or surrendered to receive
payment in connection with any mandatory sinking fund redemption until the final maturity date
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4893-6241-8342.3
of the Bonds or earlier payment in full of the Bonds. If payment of principal or interest is made
to a depository, payment shall be made by wire transfer on the payment date in same-day funds.
If the payment date occurs on a date when financial institutions are not open for business, the
wire transfer shall be made on the next succeeding business day. The Paying Agent shall be
instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are
received at the depository by 2:30 p.m. (New York City time).
(J) THE NOTES DO NOT CONSTITUTE A CORPORATE OBLIGATION OF
THE CITY BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL
TAXING DISTRICT, PAYABLE SOLELY FROM PROCEEDS OF THE NOTES AND OF
THE BONDS WHEN, AS, AND IF ISSUED. THE DISTRICT IS NOT OBLIGATED TO PAY
THE PRINCIPAL OF OR INTEREST ON THE NOTES FROM ANY SOURCE OTHER
THAN THE PROCEEDS OF THE NOTES AND THE BONDS.
(K) THE BONDS DO NOT CONSTITUTE A CORPORATE OBLIGATION OF
THE CITY BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL
TAXING DISTRICT, IN THE NAME OF THE CITY, PAYABLE SOLELY FROM TAX
INCREMENT, ON A PARITY WITH THE OUTSTANDING OBLIGATIONS, AND, TO THE
EXTENT TAX INCREMENT IS NOT SUFFICIENT, OUT OF THE SPECIAL BENEFITS
TAX, AND INVESTMENT EARNINGS ON ANY CASH OR SECURITIES HELD IN ANY
OF THE FUNDS OR ACCOUNTS ESTABLISHED UNDER THIS RESOLUTION. THE
DISTRICT IS NOT OBLIGATED TO PAY THE DEBT SERVICE ON THE BONDS FROM
ANY SOURCE OTHER THAN THE SOURCES DESCRIBED ABOVE. NEITHER THE
FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE CITY IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE
BONDS.
SECTION 4. COVENANT TO LEVY TAX. The Special Benefits Tax of the District is
hereby irrevocably pledged to the punctual payment of the principal of and the interest on the
Bonds according to their terms. In order to provide for the payment of the principal of and
interest on the Bonds, to the extent Tax Increment is not sufficient, there shall be levied and
collected in each year upon all taxable property in the District, real and personal, the Special
Benefits Tax in an amount and in such manner sufficient to meet and pay the principal of and
interest on the Bonds as they become due and the proceeds of this tax are hereby pledged solely
to the payment of the Bonds. Such tax proceeds shall be deposited into the Principal and Interest
Account of the Allocation Fund and used to pay the principal of and interest on the Bonds, when
due,together with any fiscal agency charges.
SECTION 5. FORM OF THE NOTES AND THE BONDS.
(A) Form of the Bonds. The form and tenor of the Bonds shall be substantially as
follows(all blanks to be properly completed prior to the preparation of the Bonds):
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation
("DTC"), to the Jeffersonville Redevelopment Commission, or its
agent for registration of transfer, exchange, or payment, and any
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4893-6241-8342.3
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co.,has an interest herein.]
R-
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF CLARK
JEFFERSONVILLE REDEVELOPMENT DISTRICT
TAX INCREMENT REVENUE BONDS OF
[INTEREST [MATURITY ORIGINAL AUTHENTICATION
RATE] DATE' DATE DATE JCUSIP]
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Jeffersonville Redevelopment Commission ("Commission"), acting in the name of
the City of Jeffersonville, Indiana ("City"), for value received, hereby acknowledges itself
indebted and promises to pay, but solely from Tax Increment, on a parity with the Outstanding
Obligations and, to the extent Tax Increment is not sufficient, from a Special Benefits Tax (each
as defined in the Bond Resolution defined below), and the funds held under the Bond Resolution
to the Registered Owner (named above) or registered assigns, the Principal Amount set forth
above [or so much thereof as may be advanced from time to time and be outstanding on the dates
and in the amounts as set forth on Exhibit A attached hereto] (unless paid or redeemed earlier as
hereinafter provided), and to pay interest hereon until the Commission's obligation with respect
to the payment of the Principal Sum shall be discharged at the rate[s] per annum [specified
above] OR [as set forth in Exhibit A attached hereto], from [the dates of payment made on this
hereinafter Bond,] OR [the interest date to which interest has been paid next preceding the date
of authentication of this hereinafter defined Bond from the interest payment date immediately
preceding the date of authentication of this Bond unless this Bond is authenticated on or before
1, 20_, in which case interest shall be paid from the Original Date], or
unless this Bond is authenticated between the first day of the month containing an interest
payment date and the interest payment date, in which case interest shall be paid from such
interest payment date. Interest shall be payable on January 15 and July 15 of each year,
commencing 15, 20_. Interest shall be calculated on the basis of twelve 30-day
months for a 360-day year.
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4893-6241-8342.3
The principal of and premium, if any, on this Bond is payable in lawful money of the
United States of America upon presentation at the office of , located in the
of , Indiana ("Paying Agent" "Registrar") or at the designated
corporate trust office of any successor paying agent appointed under the Bond Resolution
hereinafter defined. Interest on this Bond shall be paid by check mailed to the registered owner
of this Bond at the address as it appears on the registration books kept by the Registrar as of the
first day of the month containing an interest payment date or at such other address as is provided
to the Registrar in writing by the registered owner. If payment of principal or interest is made to
a depository, payment shall be made by wire transfer on the payment date in same-day funds. If
the payment date occurs on a date when fmancial institutions are not open for business, the wire
transfer shall be made on the next succeeding business day. [Notwithstanding anything to the
contrary herein, this Bond shall not be required to be presented or surrendered to receive
payment in connection with any mandatory sinking fund redemption until the final maturity date
of this Bond or earlier payment in full of this Bond.] The Paying Agent shall wire transfer
payments by 1:00 p.m. (New York City Time) so such payments are received at the depository
by 2:30 p.m. (New York City Time).
[The Bonds shall be initially in a Book Entry System (as defined in the Bond Resolution).
The provisions of this Bond and of the Bond Resolution are subject in all respects to the
provisions of the Letter of Representations between the City and The Depository Trust
Company, or any substitute agreement, effecting such Book Entry System.]
THIS BOND DOES NOT CONSTITUTE A CORPORATE OBLIGATION OF THE
CITY BUT CONSTITUTES AN OBLIGATION OF THE JEFFERSONVILLE
REDEVELOPMENT DISTRICT ("DISTRICT") AS A SPECIAL TAXING DISTRICT, IN
THE NAME OF THE CITY, PAYABLE SOLELY FROM TAX INCREMENT, ON A PARITY
WITH THE OUTSTANDING OBLIGATIONS, AND, TO THE EXTENT TAX INCREMENT
IS NOT SUFFICIENT, FROM A SPECIAL BENEFITS TAX, AND INVESTMENT
EARNINGS ON ANY CASH OR SECURITIES HELD IN ANY OF THE ACCOUNTS OR
FUNDS ESTABLISHED UNDER THE BOND RESOLUTION. NEITHER THE FAITH AND
CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE CITY IS PLEDGED TO
PAY THE PRINCIPAL OF OR INTEREST ON THIS BOND.
This Bond is [the only] one of an authorized issue of bonds of the District of the City[,
except as to rates of interest and dates of maturity,] with an aggregate principal amount of
$ designated "Redevelopment District Tax Increment Revenue Bonds of
" ("Bonds"). The Bonds are numbered consecutively from R-1 upwards and are issued
pursuant to the Bond Resolution adopted by the Jeffersonville Redevelopment Commission
("Commission") on [February 28], 2024 ("Bond Resolution") and in strict compliance with IC 5-
1-14, IC 36-7-14, IC 36-7-25, IC 36-7-32 and all related and supplemental acts as in effect on the
issue date of the Bonds (collectively, "Act"), to procure funds to be applied to the Costs of the
Project(as defined in the Bond Resolution), including [capitalized interest,] issuance expenses of
the Bonds[, including a premium for [municipal bond insurance] [a debt service reserve surety]]
and funding a debt service reserve. The Project consists of the construction of certain
improvements to Charlestown Pike Road in, serving or benefiting the Inner City Road Economic
Development Area, an economic development area under the Act.
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4893-6241-8342.3
The Bonds are all equally and ratably secured by and entitled to the protection of the
Bond Resolution. Parity Obligations (defined in the Bond Resolution) may also be issued as
described below. To secure payment of the Debt Service (as defined in the Bond Resolution) on
the Bonds and performance of all other covenants of the City and the District under the Bond
Resolution, the Commission, acting in the name of the City, pursuant to the Bond Resolution,
has pledged Tax Increment on a parity with the pledge to the Outstanding Obligations, and, to
the extent Tax Increment is not sufficient, from a Special Benefits Tax, and the funds and
accounts held under the Bond Resolution to the Bonds. Reference is hereby made to the Bond
Resolution for a description of the rights, duties and obligations of the Commission, the District,
and the owner of the Bonds, the terms and conditions upon which the Bonds are issued and the
terms and conditions upon which the Bonds will be paid at or prior to maturity or will be deemed
to be paid and discharged upon the making of provisions for payment therefor. Copies of the
Bond Resolution are on file at the office of the Commission. THE OWNER OF THIS BOND,
BY ACCEPTANCE OF THIS BOND, HEREBY AGREES TO ALL OF THE TERMS AND
PROVISIONS IN THE BOND RESOLUTION.
The Bonds of this issue maturing on 15, 20 , and thereafter, are
redeemable at the option of the Commission, on 15, 20 , and on any date
thereafter, upon thirty (30) days' written notice, in whole or in part, in order of maturity
determined by the Commission and by lot within maturities, at face value, with no premium,plus
in each case accrued interest to the date fixed for redemption.
[The Bonds maturing on 15, 20_ are subject to mandatory sinking fund
redemption prior to maturity, at a redemption price equal to the principal amount thereof plus
accrued interest, on the dates and amounts set forth below:
20 Term Bond
Date Amount
*
* Final Maturity]
Each [Five Thousand Dollar ($5,000)] [One Hundred Thousand Dollar ($100,000)]
principal amount shall be considered a separate bond for purposes of optional [and mandatory]
redemption. If less than an entire maturity is called for redemption, the bonds to be redeemed
shall be selected by lot by the Registrar. [If some Bonds are to be redeemed by optional
redemption and mandatory sinking fund redemption on the same date, the Registrar shall select
by lot the Bonds for optional redemption before selecting the Bonds by lot for the mandatory
sinking fund redemption.]
Notice of any redemption shall be given by the Registrar at least 30 days prior to the date
fixed for redemption (unless notice is waived by the Owners of the Bonds) by sending written
notice by certified or registered mail to the Owners of the Bonds to be redeemed in whole or in
part at the address shown on the registration books of the Registrar. Failure to give such notice
by mailing, or any defect therein with respect to any Bond, shall not affect the validity of any
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4893-6241-8342.3
proceeding for the redemption of other Bonds. Such notice shall state the redemption date, the
redemption price, the amount of accrued interest, if any, payable on the redemption date, the
place at which the Bonds are to be surrendered for payment and, if less than the entire principal
amount of the Bond is to be redeemed, the portion thereof to be redeemed. By the date fixed for
redemption, due provision shall be made with the Registrar for the payment of the redemption
price of the Bonds to be redeemed, plus accrued interest, if any, to the date fixed for redemption.
When the Bonds have been called for redemption, in whole or in part, and due provision has
been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall
no longer be regarded as outstanding except for the purpose of receiving payment solely from the
funds so provided for redemption, and the rights of the Owners of such Bonds to collect interest
which would otherwise accrue after the redemption date on any Bond or portion thereof called
for redemption shall terminate on the date fixed for redemption, provided that funds for their
redemption are on deposit at the place of payment at that time.
If fewer than all of the Bonds are to be redeemed, the Registrar will select the particular
Bonds to be redeemed by lot in such manner as it deems fair and appropriate. Each principal
amount shall be considered a separate bond for purposes of redemption.
The Commission reserves the right to authorize and issue additional bonds or enter into
leases payable out of Tax Increment as provided in the Bond Resolution.
The Commission may, without the consent of, or notice to, the registered owners of this
Bond, adopt a supplemental resolution to the Bond Resolution under certain circumstances as
described in the Bond Resolution.
The owners of not less than fifty-one percent (51%) in aggregate principal amount of the
Bonds then outstanding shall have the right, from time to time, anything contained in the Bond
Resolution to the contrary notwithstanding, to consent to and approve the adoption by the
Commission of such supplemental resolutions as shall be deemed necessary and desirable by the
Commission for the purpose of modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in the Bond Resolution or in any
supplemental resolution other than those provisions covered by the paragraph above.
This Bond is transferable or exchangeable only upon the books of the Commission kept
for that purpose at the office of the Registrar by the Registered Owners in person, or by its
attorney duly authorized in writing, upon surrender of this Bond together with a written
instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered
Owners or its attorney duly authorized in writing, and thereupon a new fully registered or Bond
in the same aggregate principal amount and of the same maturity, shall be executed and delivered
in the name of the transferee or transferees or the Registered Owners, as the case may be,
therefor. The Registrar shall not be obligated to (a) register, transfer or exchange the Bonds
during a period of fifteen (15) days next preceding mailing of a notice of redemption of the
Bonds, or (b) to register, transfer or exchange the Bonds selected, called or being called for
redemption in whole or in part after mailing notice of such call. The City and the Registrar may
treat and consider the person in whose name this Bond is registered as the absolute owner hereof
for all purposes including for the purpose of receiving payment of, or on account of,the principal
hereof. This Bond may be transferred or exchanged without cost to the Registered Owners
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4893-6241-8342.3
except for any tax or governmental charge required to be paid with respect to the transfer or
exchange, which taxes or governmental charges are payable to the person requesting such
transfer or exchange.
The Bonds maturing in any one year are issuable only in fully registered form in the
denomination of[$5,000 and any integral multiple thereof] [$100,000 and any integral multiple
of $5,000 thereafter]. [The sale or transfer of this Bond in principal amounts of less than
$100,000 is prohibited other than through a primary offering.]
If this Bond shall have become due and payable in accordance with its terms or shall have
been duly called for redemption or irrevocable instructions to call this Bond or a portion thereof
for redemption shall have been given, and the whole amount of the principal of and interest so
due and payable on this Bond or portion thereof then outstanding shall be paid or (i) sufficient
moneys, or (ii)noncallable, direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America, the principal of and the
interest on which when due will provide sufficient moneys for such purpose, or (iii) obligations
of any state of the United States of America or any political subdivision thereof, the full payment
of principal of and interest on which (a) are unconditionally guaranteed or insured by the United
States of America, or (b) are provided for by an irrevocable deposit of securities described in
clause (ii) and are not subject to call or redemption by the issuer thereof prior to maturity or for
which irrevocable instructions to redeem have been given, shall be held in trust for such purpose,
and provision shall also have been made for paying all fees and expenses in connection with the
redemption, then and in that case this Bond shall no longer be deemed outstanding or an
indebtedness of the District.
It is hereby certified, recited and declared that all acts, conditions and things required to
be done precedent to and in the execution, issuance, sale and delivery of this Bond have been
properly done, happened and performed in regular and due form as prescribed by law, and that
the total indebtedness of the District, including the Bonds, does not exceed any constitutional or
statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been duly executed by the authorized representative of the
Registrar.
IN WITNESS WHEREOF, the Jeffersonville Redevelopment Commission has caused
this Bond to be executed by the manual, electronic or facsimile signature of the Mayor and
countersigned by the Controller, in the name of the City for and on behalf of the District of the
City, and attested by the manual, electronic or facsimile signature of the Clerk of the City, who
has caused the seal of City to be impressed or a facsimile thereof to be printed hereon.
CITY OF JEFFERSONVILLE, INDIANA
Mayor
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4893-6241-8342.3
COUNTERSIGNED:
Controller
(SEAL)
ATTEST:
Clerk
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within mentioned Bond Resolution.
as Registrar
Authorized Representative
[INSURANCE STATEMENT]
The following abbreviations, when used in the inscription on the face of the within bond,
shall be construed as though they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with
right of survivorship and
not as tenants in common
UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
under Uniform Transfers to Minors
- 19 -
4893-6241-8342.3
Act
(State)
Additional abbreviations may also be used though not in list above.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(insert name, address and federal tax identification number)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney to transfer the within Bond .on the books kept for the
registration thereof with full power of substitution in the premises.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment
an eligible guarantor institution participating in must correspond with the name as it appears
a Securities Transfer Association recognized on the face of the within Bond in every
signature guarantee program. particular, without alteration or enlargement
or any change whatsoever.
[Exhibit Al
(End of Bond Form)
(B) Form of Notes. The form of the Notes shall be set forth in the Note Purchase
Agreement.
(C) Form of Parity Obligations. The form of any Parity Obligations shall be set forth
in the resolution approving the issuance of such Parity Obligations.
SECTION 6. SALE OF THE NOTES AND THE BONDS.
(A) The Controller is hereby authorized and directed to sell the Notes to the Note
Purchaser at a negotiated sale upon receipt of the purchase price or the initial draw in
immediately available funds.
Prior to the delivery of the Notes, the Controller shall obtain a legal opinion addressed to
the Commission as to the validity of the Notes from Ice Miller LLP of Indianapolis, Indiana,
bond counsel, and shall furnish such opinion to the Note Purchaser. The cost of such opinion
shall be considered as a part of the cost incidental to these proceedings and shall be paid out of
the proceeds of the Notes.
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4893-6241-8342.3
The proceeds of the Notes shall be deposited in the Capital Fund and applied to the Costs
of the Project.
(B) (1) Prior to the sale of the Bonds, the Controller may cause to be published: (i) a
notice of such sale two (2) times at least one (1) week apart in the newspaper or newspapers in
accordance with IC 5-1-11-2(a) and IC 5 1-11-1(a)(1) which meets the requirements of IC 5-3-1,
with the first publication occurring at least fifteen (15) days prior to the sale date and the second
publication occurring at least three (3) days prior to the sale date; (ii) a notice of intent to sell
bonds in the Indianapolis Business Journal and the newspaper or newspapers which meet the
requirements of IC 5-3-1, as described in (i) above, all in accordance with IC 5-1-11-2(b) and
IC 5 1-11-1(a)(1) and IC 5-3-1; (iii) a notice or notices as determined by the Controller, upon the
advice of the City's municipal advisor,to assist the City with the sale of the Bonds pursuant to IC
5-1-11-1(a)(2); or (iv) the City may negotiate a sale with a potential bidder, upon the advice of
the City's municipal advisor. A notice or summary notice of sale may also be published one time
in the Indianapolis Business Journal, and a notice or summary notice may also be published in
The Bond Buyer in New York, New York. The notice shall state the character and amount of the
Bonds, the maximum rate of interest thereon, the terms and conditions upon which bids will be
received and the sale made, and such other information as the Controller and the attorneys
employed by the City shall deem advisable and any summary notice may contain any
information deemed so advisable. The notice will also state that the winning bidder will agree to
assist the City in establishing the issue price under Treas. Reg. Section 1.148-1(f) ("Issue Price
Regulation"). The criteria for establishing the issue price under the Issue Price Regulation shall
be set forth in the Preliminary Official Statement and/or the bid form. The notice may provide,
among other things, that electronic bidding will be permitted and that the successful bidder shall
be required to submit a certified or cashier's check or wire transfer in an amount equal to 1% of
the principal amount of the Bonds described in the notice within twenty-four hours of the sale
and that in the event the successful bidder shall fail or refuse to accept delivery of the Bonds and
pay for the same as soon as the Bonds are ready for delivery, or at the time fixed in the notice of
sale, then said check and the proceeds thereof shall be the property of the City and shall be
considered as its liquidated damages on account of such default; that bidders for the Bonds will
be required to name the rate or rates of interest which the Bonds are to bear, not exceeding the
maximum rate hereinbefore fixed, and that such interest rate or rates shall be in multiples of one-
eighth (1/8), one-twentieth (1/20) or one-hundredth (1/100) of one percent (1%). The rate bid on
a maturity may be equal to or greater than the rate bid on the immediately preceding maturity.
No conditional bid or bids for less than 99% of the face value of the Bonds will be considered.
The Bonds shall be awarded by the Controller to the best bidder who has submitted its
bid in accordance with the terms of this Resolution, IC 5-1-11 and the notice of sale or notice of
intent to sell, as the case may be. The award will be made to the best bidder complying with the
terms of sale and offering the lowest true interest cost to the City,to be determined by computing
the total present value as of the date of delivery of the Bonds of all debt service payments on the
Bonds on the basis of semiannual compounding, The right to reject any and all bids is hereby
reserved. For a competitive sale, if no acceptable bid is received at the time fixed in the notice
for sale of the Bonds, the Controller shall be authorized to continue to receive bids from day to
day thereafter for a period not to exceed thirty (30) days, without re-advertising, but during such
continuation, no bid shall be accepted which offers an interest cost which is equal to or higher
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than the best bid received at the time fixed for such sale in the notice. No conditional bid or bid
for less than all of the Bonds will be considered.
In the alternative, the Controller is hereby authorized to sell the Bonds to the Bond
Purchaser at a negotiated private sale, upon receipt of the purchase price, including interest
accrued to the date of delivery, if any, in immediately available funds, pursuant to the terms of
the Bond Purchase Agreement. The Bonds shall be sold to the Bond Purchaser at a price of not
less than 99% of par. The Bond Purchase Agreement will also state that the Bond Purchaser or
placement agent, as the case may be, will agree to assist the Commission in establishing the issue
price of the Bonds under Treas. Reg. Section 1.148-1(f).
(2) Prior to the delivery of the Bonds, the Controller shall obtain a legal opinion
addressed to the Commission as to the validity of the Bonds from Ice Miller LLP of Indianapolis,
Indiana, bond counsel, and shall furnish such opinion to the Bond Purchaser. The cost of such
opinion shall be considered as part of the costs incidental to these proceedings and shall be paid
out of proceeds of the Bonds.
•
(C) Proceeds of the Bonds in.an amount not to exceed the Debt Service Reserve
Requirement may at the direction of the Mayor or the Controller upon advice of the
Commission's municipal advisor, be deposited in the Reserve Account. An amount sufficient to
repay the Notes shall be immediately applied to the payment of the Notes, if issued. The
remaining proceeds of the Bonds shall be deposited in the Capital Fund and used to pay issuance
expense and Costs of the Project.
SECTION 7. DELIVERY OF INSTRUMENTS. The Commission hereby authorizes
and directs the Mayor, the Controller, the Clerk and the President and Secretary of the
Commission, and each of them, for and on behalf of the City, the Commission and the District,
to prepare, execute and deliver any and all instruments, letters, certificates, agreements and
documents as the executing official or Ice Miller LLP determines is necessary or appropriate to
consummate the transactions contemplated by this Resolution, including the Note Purchase
Agreement and the Bond Purchase Agreement and such determination shall be conclusively
evidenced by the execution thereof. The instruments, letters, certificates, agreements and
documents, including the Notes and the Bonds, necessary or appropriate to consummate the
transactions contemplated by this Resolution shall, upon execution, as contemplated herein,
constitute the valid and binding obligations or representations and warranties of the Commission,
acting in the name of the City, the full performance and satisfaction of which by the Commission
are hereby authorized and directed.
SECTION 8. NOTE PURCHASE AGREEMENT; BOND PURCHASE
AGREEMENT. (A) The Commission hereby approves a Note Purchase Agreement upon terms
consistent with this resolution by which the Notes are to be sold to the Note Purchaser. The
Mayor is hereby authorized and directed to execute, and the Controller is hereby authorized and
directed to attest and affix the seal of the City to the Note Purchase Agreement, with such
changes and revisions thereto as they deem necessary or appropriate to consummate the
transactions contemplated thereby. Such execution and attestation shall be conclusive evidence
of their approval of such changes and revisions. The Note Purchase Agreement in the form
executed shall constitute the valid and binding obligation of the Commission, acting in the name
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of the City, the full performance and satisfaction of which by the Commission is hereby
authorized and directed.
(B) The Commission hereby approves a Bond Purchase Agreement, by which the
Bonds are to be sold to the Bond Purchaser with terms consistent with this resolution. The
Mayor is hereby authorized and directed to execute, and the Controller is hereby authorized and
directed to attest and affix the seal of the City to, the Bond Purchase Agreement with such
changes and revisions thereto as they deem necessary or appropriate to consummate the
transactions contemplated thereby. Such execution and attestation shall be conclusive evidence
of their approval of such changes and revisions. The Bond Purchase Agreement in the form
executed shall constitute the valid and binding limited obligation of the Commission, acting in
the name of the City, the full performance and satisfaction of which by the Commission is
hereby authorized and directed.
SECTION 9. OFFICIAL STATEMENT; INVESTMENT LETTERS; CONTINUING
DISCLOSURE. (A)The distribution of an official statement(preliminary and final)prepared for
and on behalf of the Commission, is hereby authorized and approved and the President or the
Vice President of the Commission, the Mayor, the Controller and the Secretary are authorized
and directed to execute the final Official Statement on behalf of the Commission in a form
consistent with this Resolution and the Bond Purchase Agreement. If necessary, the President or
Vice President of the Commission, the Mayor,the Controller or Secretary is hereby authorized to
designate the Official Statement as "nearly final" for purposes of Rule 15c2-12, as amended and
as adopted by the Securities and Exchange Commission("Rule 15c2-12").
(B) In the alternative, the Mayor, the Controller and the President or Vice President of
the Commission are authorized and directed to obtain an investment letter from the Bond
Purchaser which satisfies State and federal securities law.
(C) The Mayor, the Controller and the President of the Commission are authorized
and directed to obtain an investment letter from the Note Purchaser, as a condition precedent to
issuing the Notes which satisfies State and federal securities law.
(D) If the municipal advisor to the Commission certifies to the Commission that it
would be economically advantageous for the Commission to obtain a municipal bond insurance
policy for the Bonds, the Commission hereby authorizes the purchase of such an insurance
policy. The acquisition of a municipal bond insurance policy is hereby deemed economically
advantageous if the difference between the present value cost of(a) the total debt service on the
Bonds if issued without municipal bonds insurance and (b) the total debt service on the Bonds if
issued with municipal bond insurance, is greater than the cost of the premium on the municipal
bond insurance policy. If such an insurance policy is purchased, the Mayor and the Controller
are hereby authorized to execute and deliver all agreements with the provider of the policy to the
extent necessary to comply with the terms of such insurance policy and the commitment to issue
such policy and such agreements shall be deemed a part of this Resolution.
(E) If the Bonds are subject to Rule 15c2-12, then with respect to the Bonds, the
President or Vice President of the Commission, the Mayor, the Controller or the Secretary are
hereby authorized to execute and deliver a continuing disclosure undertaking upon delivery of
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the Bonds ("Continuing Disclosure Undertaking"). Notwithstanding any other provisions of this
Resolution, failure of the Commission to comply with the Continuing Disclosure Undertaking
shall not be considered an event of default under this Resolution or the Bonds.
SECTION 10. EXECUTION OF THE NOTES AND THE BONDS. The Mayor of the
City is hereby authorized and directed to execute and the Controller is hereby authorized to
countersign the Bonds with their manual, electronic or facsimile signature, and the Clerk is
hereby authorized and directed to have the Bonds prepared, attest the Bonds with his or her
manual, electronic or facsimile signature, and cause the seal of the City to be impressed or a
facsimile thereof to be printed on the Bonds, all in the form and manner herein provided. The
Mayor, the Controller and the Clerk are further authorized to execute any and all documents
necessary to issue the Bonds by use of electronic signatures, and it is hereby agreed and affirmed
that such electronic signatures have full, valid and legal effect and enforceability as original
signatures. If any officers whose signature or facsimile signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds such signature shall nevertheless be
used and sufficient for all purposes the same as if such officer had remained in officer until the
date of delivery of the Bonds even though such officer may not have been so authorized or have
held such office. Upon the consummation of the sale of the Bonds, the Controller shall receive
from the Bond Purchaser the amount to be paid for the Bonds and deliver the Bonds to the Bond
Purchaser.
SECTION 11. REDEVELOPMENT DISTRICT CAPITAL FUND. (A) The
Redevelopment District Capital Fund is established pursuant to IC 36-7-14-26. Proceeds of the
Notes and the Bonds deposited in the Capital Fund shall be deposited in a separate account of the
Commission, acting in the name of the City, and kept separate and apart from all other funds of
the City, the Commission and the District and may be invested only in Qualified Investments as
permitted by law. The Controller shall administer the moneys in the Capital Fund in accordance
with this Resolution. The proceeds in the Capital Fund and investment earnings on amounts in
the Capital Fund shall be expended only to pay the Costs of the Project, principal of and interest
on the Notes, if issued, and Debt Service on the Bonds. Upon issuance of the Bonds, the Notes,
if issued, shall be called for redemption as provided in Section 3 and proceeds of the Bonds in
the Capital Fund shall be immediately set aside and used for the repayment of the principal of
and interest on the Notes. The remaining proceeds of the Notes and the Bonds shall be applied
to pay remaining Costs of the Project.
(B) Before the eleventh day of each calendar month, the Controller shall notify the
Commission of the amount in the Capital Fund at the close of business on the last day of the
preceding month.
(C) The Controller shall disburse from the Capital Fund the amount required for the
payment of the Costs of the Project upon the receipt of duly authorized claims filed in
accordance with Indiana law and approved by the Commission.
(D) If, after payment of all claims tendered under the provisions of this Section, any
funds shall remain in the Capital Fund, the Controller shall transfer all moneys then in the
Capital Fund (except moneys reserved to pay any disputed or unpaid claims), as directed by the
Commission, to the Allocation Fund to pay principal and interest on the Notes, Debt Service on
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the Bonds, to fund or replenish the Debt Service Reserve Fund or, as directed by the
Commission, for the same purpose or type of project for which the Bonds were issued, in
accordance with IC 5-1-13, as amended from time to time.
SECTION 12. FLOW OF FUNDS.
(A) Creation and Continuance of Funds.
(1) There is hereby continued or created, either by the Act or this Resolution, the
following Funds, including:
(i) the Allocation Fund;
(ii) a Debt Service Reserve Fund; and
(iii) the Surplus Fund.
(2) Allocation Fund. The Allocation Fund, created pursuant to the Act, shall be held
by the Controller. All Tax Increment shall immediately upon receipt by the City be set aside in
the Allocation Fund and used to pay Debt Service due within the next twelve calendar months on
the Bonds and the Outstanding Obligations and debt service and rentals and other amounts due
within the next twelve calendar months to the extent required and permitted by any Parity
Obligations. Tax Increment shall first be applied to payment of interest on the Bonds and then to
payment of principal.
Any amounts not needed for the purposes described above shall be deposited in the
Surplus Fund.
(3) Debt Service Reserve Fund. Bond proceeds in an amount equal to the Debt
Service Reserve Requirement shall be deposited in the Debt Service Reserve Fund upon issuance
of the Bonds. Moneys deposited and maintained in the Debt Service Reserve Fund shall be
applied to the payment of the principal of and interest on the Bonds to the extent that amounts in
the Allocation Fund and the Surplus Fund are insufficient to pay Debt Service when due and
payable. If moneys in the Debt Service Reserve Fund are transferred to the Allocation Fund to
pay Debt Service on the Bonds, the depletion of the balance in the Debt Service Reserve Fund
shall be made up from the next available Tax Increment after the required deposits to the
Allocation Fund are made. Any moneys in the Debt Service Reserve Fund in excess of the Debt
Service Reserve Requirement shall be deposited in the Surplus Fund and applied as set forth in
Section 12 (A)(4).
The Debt Service Reserve Account may be satisfied with cash, a debt service reserve
surety bond or a combination thereof. If such surety bond is purchased, the Mayor and the
Controller are hereby authorized to execute and deliver all agreements with the provider of the
surety bond to the extent necessary to comply with the terms of such surety bond and the
commitment to issue such surety. Such agreement shall be deemed a part of this ordinance for
all purposes and is hereby incorporated herein by reference.
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The Commission, upon the advice of its municipal advisor, hereby finds that funding the
Debt Service Reserve Fund is reasonably required and that the Debt Service Reserve
Requirement is no larger than necessary to market the Bonds. The Commission further finds that
the Debt Service Reserve Requirement is directly related to the Project because the Bond
Purchaser would not purchase the Bonds without the Debt Service Reserve Fund.
The Debt Service Reserve Requirement, if any, for any Parity Obligations shall be set
forth in the resolution authorizing the Parity Obligations. Such resolution may amend the
definition of the Debt Service Reserve Requirement to include the Parity Obligations without
obtaining the consent of the owners of the outstanding Bonds.
The Special Benefits Tax shall be levied on all taxable property in the District to the
extent Tax Increment is not sufficient to pay the Debt Service due on the Bonds. Each year on
July 1, or when the City prepares its budget, the Commission shall estimate the amount of Tax
Increment expected to be collected in the subsequent calendar year. To the extent that Tax
Increment to be distributed in the subsequent calendar year and funds on deposit in the
Allocation Fund are not available or are not expected to be available on the dates on which Debt
Service payments are due in the bond year ending on the bond payment date immediately
succeeding the end of the calendar year for which the budget is being prepared, the Commission
shall annually levy a tax on all taxable property in the District in accordance with IC 36-7-14-27
in an amount sufficient, with Tax Increment to be distributed in the subsequent calendar year,
and funds on deposit in the Allocation Fund which will be available on the dates on which Debt
Service payments are due in the subsequent bond year, to produce the necessary funds with
which to pay the Debt Service on their due dates. The Special Benefits Tax will upon receipt be
deposited in the Allocation Fund and if actual receipts from Tax Increment, amounts in the
Allocation Fund and the Special Benefits Tax are insufficient to pay any Debt Service due on the
Bonds, the Commission shall immediately initiate proceedings to levy a tax on all taxable
property in the District in accordance with IC 36-7-14-27 sufficient to pay any shortfall, taking
into account anticipated Tax Increment collections applied solely to Debt Service due on the
Bonds.
(4) Surplus Fund. There is continued by this Resolution the Surplus Fund, into which
all Tax Increment not needed to pay Debt Service due within the next twelve calendar months
under this Resolution, debt service and lease rentals due within the next twelve months on any
Parity Obligations, and debt service and lease rentals due within the next twelve months under
obligations or leases junior and subordinate to the Bond, shall be deposited.
(i) Moneys in the Surplus Fund may be used in the following order of
priority: (i)to pay Debt Service due on the Bonds and debt service and rentals and other
amounts due on any Parity Obligations or any junior or subordinate obligations or leases;
(ii) to fund or replenish the Debt Service Reserve Fund; or (iii) at the option of the
Commission, to pay, or reimburse the City for, the costs of acquiring or constructing
additional local public improvements in, serving or benefiting the Area; or (iv) after
meeting the requirements of clauses (i)through(ii) above, for any other purposes
permitted by the Act, including distribution to the taxing units as provided in the Act and
50 IAC 8-2-4.
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(ii) No further Tax Increment shall be deposited in the Surplus Fund if the
amounts on deposit in the Surplus Fund, together with moneys in the Allocation Fund
and investment earnings on such amounts, are sufficient to pay all debt service and
rentals and other amounts due on the Bonds and any Parity Obligations.
(B) Pledge. As set forth in Section 1, Tax Increment shall be irrevocably pledged for
the purposes set forth in this Section 12 in the priorities provided herein.
(C) Investments. Tax Increment and amounts in the Allocation Fund and Surplus
Fund shall be invested in Qualified Investments at the direction of the Controller. Interest earned
in each fund or account shall be credited to each such fund or account and held to secure the
Controller's objections under this Resolution.
(D) No Prior Liens. Other than the Outstanding Obligations, the Commission, acting
in the name of the City, represents and warrants that, there are no prior liens, encumbrances or
other restrictions on the Tax Increment, or on the City's ability to pledge the Tax Increment for
the benefit of the owners of the Notes or the Owners of the Bonds.
SECTION 13. TAX COVENANTS. In order to preserve the exclusion from gross
income of interest on the Notes and the Bonds under the Code and as an inducement to the Bond
Purchaser,the Commission represents, covenants and agrees that:
(A) The Project will be available for use by members of the general public. Use by a
member of the general public means use by natural persons not engaged in a trade or business.
No person or entity, other than the Commission, the City or another state or local government
unit, will use more than 10% of the proceeds of the Notes or the Bonds or property financed by
proceeds of the Notes or the Bonds other than as a member of the general public. The Project
consists of the construction of certain improvements to Charlestown Pike Road in, serving or
benefiting the Area and will be available for general public use. No person or entity, other than
the Commission, the City or another state or local governmental unit, will own property financed
by proceeds of the Bonds or the Notes or will have actual or beneficial use of such property
pursuant to a lease, a management or incentive payment contract, an arrangement such as a take-
or-pay or output contract or any other type of arrangement that conveys other special legal
entitlements and differentiates that person's or entity's use of such property from the use by the
general public, unless such uses in the aggregate relate to no more than 10% of the proceeds of
the Notes or the Bonds. If the City or the Commission enters into a management contract for the
Project, the terms of the contract will comply with IRS Revenue Procedure 2017-13, as it may be
amended, supplemented or superseded from time to time, so that the contract will not give rise to
private business use under the Code unless such use in aggregate relates to no more than 10% of
the proceeds of the Notes or the Bonds.
(B) No more than 10% of the payment of the principal of or interest on the Notes or
the Bonds will be (under the terms of the Notes, the Bonds, this Resolution or any underlying
arrangement), directly or indirectly, (i) secured by any interest in property used or to be used for
a private business use or payments in respect of such property or (ii)derived from payments
(whether or not to the Commission) in respect of such property or borrowed money used or to be
used for a private business use. The Commission acknowledges that taxpayers in the Area will
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pay the City and the other taxing units in the Area all taxes levied on real and personal property
in accordance with Indiana law. These taxes are of general applicability and the taxpayers in the
Area have not entered into any agreements, contracts, guarantees or other arrangements with the
Commission with respect to the payment of property taxes or the Notes or the Bonds.
(C) No more than 5% of the Notes or the Bond proceeds will be loaned to any entity
or person. No more than 5% of the Notes or the Bond proceeds will be transferred, directly or
indirectly, or deemed transferred to any person or entity other than another state or local
governmental unit in any manner that would in substance constitute a loan of the Notes or the
Bond proceeds.
(D) The Commission reasonably expects, as of the date hereof, that the Notes or the
Bonds will not meet either the private business use test described in paragraph(A) and (B) above
or the private loan test described in paragraph (C) above during the entire term of the Notes or
the Bonds.
(E) No more than 5% of the proceeds of the Notes or the Bonds will be attributable to
private business use as described in (A) and private security or payments described in
(B) attributable to unrelated or disproportionate private business use. For this purpose, the
private business use test is applied by taking into account only use that is not related to any
government use of proceeds of the issue (Unrelated Use) and use that is related but
disproportionate to any governmental use of those proceeds (Disproportionate Use).
(F) The Commission and the City will not take any action or fail to take any action
with respect to the Notes or the Bonds that would result in the loss of the exclusion from gross
income for federal tax purposes of interest on the Notes or the Bonds under Section 103 of the
Code, nor will it act in any other manner which would adversely affect such exclusion; and the
Commission and the City will not make any investment or do any other act or thing during the
period that the Notes or the Bonds are outstanding which would cause any of the Notes or the
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. The Commission
and the City covenant and agree not to enter into any contracts or arrangements which would
cause the Bonds to be treated as private activity bonds under Section 141 of the Code.
(G) The Notes and the Bonds are not private activity bonds as defined in Section 141
of the Code.
(H) The Notes and the Bonds are not federally guaranteed under Section 149(b) of the
Code.
(I) The covenants in this Section 13 are based solely on current law in effect and in
existence on the date of issuance of the Bonds. It shall not be an event of default under this
Resolution if interest on the Bonds is not excludable from gross income pursuant to any
provision of the Code which is not in existence and in effect on the issue date of such Bonds.
(J) All officers, members, employees and agents of the Commission and the City are
authorized and directed to provide certifications of facts and estimates that are material to the
reasonable expectations of the Commission as of the date the Bonds are issued, and to enter into
covenants evidencing the Commission's commitments made in this Resolution. In particular, all
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or any officers of the Commission and the City are authorized to certify and enter into covenants
for the Commission regarding the facts and circumstances and reasonable expectations of the
Commission on the date the Bonds are issued and the commitments made by the Commission
regarding the amount and use of the proceeds of the Bonds.
(K) Notwithstanding any other provisions of this Resolution, the covenants and
authorizations contained in this Resolution ("Tax Sections") which are designed to preserve the
exclusion of interest on the Bonds from gross income for federal tax purposes ("Tax
Exemption") need not be complied with if the Commission receives an opinion of nationally
recognized bond counsel satisfactory to the Commission that any Tax Section is unnecessary to
preserve the Tax Exemption.
(L) Any Parity Obligations will be subject to the tax covenants set forth in the
resolution authorizing the issuance of such Parity Obligations.
SECTION 14. ISSUANCE OF ADDITIONAL BONDS.
(A) Parity Notes. The Commission reserves the right to authorize and issue Notes on
a parity with the Notes for the purpose of raising money to complete the Project, to refund the
Notes or for any other purposes permitted by the Act. Except as provided in this Resolution, the
terms and conditions of any parity notes shall be set forth in the resolution authorizing the
issuance of such parity notes.
(B) Parity Obligations — Tax Increment. The Commission reserves the right to
authorize and issue Parity Obligations of the Commission, acting in the name of the City, for the
purpose of raising money for local public improvements or economic development projects in,
serving or benefiting the Area or to refund the outstanding Bonds or other Parity Obligations. If
any Parity Obligations are issued pursuant to this Section 14, the term " Bond" or "Bonds" in this
Resolution shall, unless the context requires, be deemed to refer to the Outstanding Bond and
such Parity Obligations. The authorization and issuance of such Parity Obligations shall be
subject to the following conditions precedent:
(i) All interest and principal payments and rental payments with respect to all
obligations payable from Tax Increment shall be current to date in accordance with the
terms thereof, with no payment in arrears;
(ii) The Commission shall have received a certificate prepared by an
independent, qualified accountant or feasibility consultant ("Certifier"), certifying the
amount of Tax Increment estimated to be received in each succeeding year, adjusted as
provided below, which estimated amount shall be at least equal to 125 percent (125%) of
the lease rental and debt service requirements with respect to the Outstanding
Obligations, the Bonds and any outstanding Parity Obligations and the proposed Parity
Obligations for each year during their respective terms. In estimating the Tax Increment
to be received in any year, the Certifier shall base the calculation on assessed valuation
actually assessed or estimated to be assessed as of the assessment date immediately
preceding the issuance of the Parity Obligations; provided, however, the Certifier shall
adjust such assessed values for the current and future reductions of real and personal
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property tax abatements granted to property owners in the Allocation Area, and the
Certifier may take into account the effect of reassessment on Tax Increment to the extent
it can be reasonably estimated; after the 2008 Bonds are no longer outstanding, the
Commission shall not be required to receive a certificate from a Certifier if the Parity
Obligations are also secured by a special benefits tax under IC 36-7-14-27, by another
property tax levy, by a pledge of county income taxes or by an agreement with a major
taxpayer in the Area that guarantees payment of debt service or lease rentals on the
proposed Parity Obligations; and
(iii) Principal of and interest on any Parity Obligations or junior obligations
and lease rentals on Parity Obligations that are leases shall be payable semiannually in
approximately equal installments on January 15 and July 15.
Except as provided in this Resolution, the terms and conditions of any Parity Obligations shall be
set forth in the resolution authorizing the issuance of such Parity Obligations.
(C) Subordinate Obligations. The Commission, acting in the name of the City, may
issue bonds or other obligations or enter into leases which are junior and subordinate to the
Bonds. The terms and conditions of such subordinate obligations will be set forth in a resolution
adopted by the Commission. Principal of and interest on any subordinate obligations and lease
rentals shall be payable on any January 15 and July 15 out of Tax Increment as set forth in
Section 12.
SECTION 15. CONTRACTUAL NATURE OF THIS RESOLUTION. (A) The
provisions of this Resolution shall constitute a contract by and between the Commission, acting
in the name of the City, and the owners of the Notes or the Owners of the Bonds. After the
issuance of the Notes or the Bonds, this Resolution, and the definition of, or the manner of
determining, allocating or collecting the Tax Increment or the lien created by this Resolution,
shall not be repealed, amended or impaired in any respect which will adversely affect the rights
of the owners of the Notes or the Owners of the Bonds, respectively (except as specifically
permitted in Sections 17 and 18), nor shall the Commission adopt any law, ordinance or
resolution which in any way adversely affects the rights of such owners so long as any of the
Notes or the Bonds remains unpaid.
(B) (1) The Commission, acting in the name of the City, covenants not to impair the
pledge of the Tax Increment to the payment of the Notes or the Bonds, so long as any of the
Bonds are outstanding, or to impair any other pledge or covenant under this Resolution during
that period.
(2) The Commission further covenants not to change, alter or diminish the Area or
the Allocation Area in any way that would adversely affect the owners of the Notes or the
Owners of the Bonds so long as any of the Notes or the Bonds remain outstanding. The
Commission reserves the right to carve out a portion of the Allocation Area to create a separate
allocation area as long as such action does not remove any Tax Increment shown in the
feasibility study prepared upon issuance of the Bonds.
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SECTION 16. DEFEASANCE OF THE BONDS. (A) If, when the Bonds or a portion
thereof shall have become due and payable in accordance with their terms or shall have been
duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for
redemption shall have been given, and the whole amount of the Debt Service so due and payable
upon the Bonds or a portion thereof then outstanding shall be paid or(i) sufficient moneys, or(ii)
noncallable, direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America, the principal of and the interest on
which when due will provide sufficient moneys for such purpose, or(iii) obligations of any state
of the United States of America or any political subdivision thereof, the full payment of principal
of, and interest on which (a) are unconditionally guaranteed or insured by the United States of
America, or (b) are provided for by an irrevocable deposit of securities described in clause (ii)
and are not subject to call or redemption by the issuer thereof prior to maturity or for which
irrevocable instructions to redeem have been given, shall be held in trust for such purpose, and
provision shall also have been made for paying all fees and expenses in connection with the
redemption, then and in that case the Bonds or such portion thereof shall no longer be deemed
outstanding or an indebtedness of the Commission, acting in the name of the City. If no
principal of or interest on the Bonds or any subordinate obligations is outstanding, any remaining
funds (including Tax Increment) shall be used as provided in IC 36-7-14-39 or any successor
provision.
(B) No deposit under this Section shall be made or accepted under this Section and no
use made of any such deposit unless the Commission shall have received a verification from an
accountant or firm of accountants appointed by the Controller and acceptable to the Commission
verifying the sufficiency of the deposit to pay the principal of the Bonds to the due date, whether
such due date be by reason of maturity or upon redemption.
SECTION 17. AMENDING SUPPLEMENTAL RESOLUTION. The Commission may,
without the consent of, or notice to, the Owners of the Bonds, adopt a supplemental resolution
for any one or more of the following purposes:
(A) To cure any ambiguity or formal defect or omission in this Resolution;
(B) To grant to or confer upon the owners of the Notes or the Owners of the Bonds
any additional benefits, security, rights, remedies, powers or authorities that may lawfully be
granted to or conferred upon the owners of the Notes or the Owners of the Bonds;
(C) To modify, amend or supplement this Resolution to permit the qualification of the
Bonds for sale under the securities laws of the United States of America or of any of the states of
the United States of America or the qualification of this Resolution under the Trust Indenture Act
of 1939, as amended, or any similar federal statute hereafter in effect if such modification,
amendment or supplement will not have a material adverse effect on the owners of the Notes or
the Owners of the Bonds;
(D) To provide for the refunding or advance refunding of all or a portion of the Notes
or the Bonds;
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(E) To amend the Resolution to permit the Commission, acting in the name of the
City, to comply with any future federal tax law or any covenants contained in any supplemental
resolution with respect to compliance with future federal tax law;
(F) To provide for the issuance of parity Notes, Parity Obligations or Subordinate
Obligations;
(G) To subject to the Resolution additional revenues, security, properties or collateral;
and
(H) To amend the Resolution for any other purpose which in the judgment of the
Commission does not adversely affect the interests of the owners of the Notes or the Owners of
the Bonds in any material way.
SECTION 18. CONSENT TO SUPPLEMENTAL RESOLUTIONS.
(A) The owners of the Notes or the Owners of not less than fifty-one percent(51%) in
aggregate principal amount of the Bonds then outstanding shall have the right, from time to time,
anything contained in the Resolution to the contrary notwithstanding, to consent to and approve
the adoption by the Commission of such supplemental resolutions as shall be deemed necessary
and desirable by the Commission for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any
supplemental resolution other than those provisions covered by Section 17; provided however,
that nothing in this Section contained shall permit, or be construed as permitting, without the
consent of the owners of all the then outstanding Bonds affected, (a) an extension of the maturity
of the principal of and interest on any Bonds payable from Tax Increment, or (b) a reduction in
the principal amount of any Bond or change in the rate of interest or (c) a privilege or priority of
any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal
amount of the Bonds required for consent to such supplemental resolution, or (e) a change in the
provisions regarding the collection, deposit, and allocation of Tax Increment as set forth in IC
36-7-14-39 as in effect on the date of the issuance of the Bonds and in the Bond Resolution or in
the lien on the Tax Increment or for any Bonds, or(f)the creation of any lien securing any Bonds
other than a lien ratably securing all of the Bonds at any time outstanding hereunder, or (g) a
reduction in the Debt Service Reserve Requirement, or (h) a change in the method of accrual of
interest on any Bonds.
(B) If at any time the Commission desires to adopt a supplemental resolution for any
of the purposes permitted in this Section, the Commission shall cause notice of the proposed
adoption of such supplemental resolution to be mailed by registered or certified mail to each
owner of the Notes or Owners of the Bonds at the address shown on the registration books
maintained by the Registrar. Such notice shall briefly set forth the nature of the proposed
supplemental resolution and shall state that copies of it are on file at its office for inspection by
all owners of the Notes or Owners the Bonds. If, within 60 days, or such longer period as shall
be prescribed by the Commission, following the mailing of such notice, the owners of the Notes
or the Owners of not less than fifty-one percent (51%) in aggregate principal amount of the
Bonds outstanding at the time of the execution of any such supplemental resolution shall have
consented to and approved the execution of such supplemental resolution, no subsequent owners
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of the Bonds shall have any right to object to any of the terms and provisions contained therein,
or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to
enjoin or restrain the Commission from adopting the same or from taking any action pursuant to
the provisions thereof. Upon the adoption of any such supplemental resolution as is permitted
and provided by this Section, this Resolution shall be and be deemed to be modified and
amended in accordance therewith.
(C) Any consent, request, direction, approval, objection or other instrument required
by this Resolution to be signed and executed by the owners of the Notes or Owners of the Bonds,
may be in any number or concurrent writings of similar tenor and may be signed or executed by
the owners of the Notes or Owners of the Bonds, in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of the ownership of the Notes or the
Bonds, if made in the following manner, shall be sufficient for any of the purposes of this
Resolution, and shall be conclusive in favor of the City with regard to any action taken by it or
them under such request or other instrument, namely:.
(i) The fact and date of the execution by any person of any such writing may
be proved (a) by the certificate of any officer in any jurisdiction who by law has power to
take acknowledgments within such jurisdiction that the person signing such writing
acknowledged before him the execution thereof,.or (b) by an affidavit of any witness to
such execution.
(ii) The fact of ownership of the Notes and the Bonds or the amount or
amounts, numbers and other identification of the Notes and the Bonds, and the date of
holding the same shall be proved by the registration books maintained by the Registrar.
SECTION 19. EVENTS OF DEFAULT.
(A) If any of the following events occur, it is hereby defined as and declared to be and
to constitute an "Event of Default":
(1) Default in the due and punctual payment of any interest on any Note or Bond; or
(2) Default in the due and punctual payment of the principal of any Note or Bond at
its stated maturity or mandatory redemption date.
(B) (1) Upon the occurrence of an Event of Default, the Controller shall notify the
owners of the Notes or the Owners of all Bonds then outstanding of such Event of Default by
registered or certified mail, and will have the following rights and remedies:
(a) The owners of the Notes or the Owners of the Bonds may pursue
any available remedy at law or in equity or by statute to enforce the payment of
the principal of and interest on the Notes or the Bonds then outstanding.
(b) Upon the filing of a suit or other commencement of judicial
proceedings to enforce any rights of the Owners under this Resolution, the
Owners of the Bonds will be entitled, as a matter of right, to the appointment of a
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receiver or receivers of the revenues, issues, earnings, income, products and
profits thereof, pending such proceedings, with such powers as the court making
such appointment shall confer.
(c) If the Paying Agent certifies that there is sufficient money on
deposit in the funds and accounts under this Resolution to pay Debt Service on all
the Notes or the outstanding Bonds, the Controller may declare the principal of
and accrued interest on all Notes or Bonds to be due and payable immediately in
accordance with this Resolution.
(d) The Controller may use any money in the Capital Fund or the
Allocation Fund to pay debt service on the Notes or Debt Service on the Bonds if
there is an Event of Default.
(2) No right or remedy by the terms of this Resolution conferred upon or reserved to
the owners of the Notes or the Owners of the Bonds is intended to be exclusive of any other right
or remedy, but each and every such right or remedy shall be cumulative and shall be in addition
to any other right or remedy given to the owners of the Notes or the Owners of the Bonds
hereunder or now or hereafter existing at law or in equity or by statute. The assertion or
employment of any right or remedy shall not prevent the concurrent or subsequent assertion or
employment of any other right or remedy.
(3) No delay or omission to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or shall be construed to be a waiver of any such
Event of Default or acquiescence therein, and every such right or remedy may be exercised from
time to time and as often as may be deemed expedient.
(4) No waiver of any Event of Default, by the owners of the Notes or by the Owners
of the Bonds shall extend to or shall affect any subsequent Event of Default or shall impair any
rights or remedies consequent thereon.
(C) Anything in this Resolution to the contrary notwithstanding, the owners of a
majority in aggregate principal amount of the outstanding Notes and the Owners of a majority in
aggregate principal amount of the outstanding Bonds shall have the right, at any time during the
continuance of an Event of Default, by an instrument or instruments in writing executed and
delivered to the Controller, to direct the time, method and place of conducting all proceedings to
be taken in connection with the enforcement of the terms and conditions of this Resolution, or
for the appointment of a receiver or any other proceedings hereunder; provided that such
direction shall not be otherwise than in accordance with the provisions of law and of this
Resolution.
(D) (1) All money received hereunder pursuant to any right or remedy given or
action taken upon occurrence of an Event of Default under this Resolution shall, after payment of
the costs and expenses of the proceedings resulting in the collection of such money and of the
expenses, liabilities and advances incurred or made hereunder, be deposited in the Allocation
Fund and all such money shall be applied to the Notes or the Bonds, as the case may be, as
follows:
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FIRST, to the payment to the persons entitled thereto of all installments of
interest then due on the Notes or the Bonds, including interest on any past due
principal of any Notes or Bond at the rate borne by such Note or Bond, in the
order of the maturity of the installments of such interest and, if the amount
available shall not be sufficient to pay in full any particular installment, then to
such payment ratably, according to the amounts due on such installments, to the
persons entitled thereto without any discrimination or privilege;
SECOND, to the payment to the persons entitled thereto of the unpaid
principal of any of the Notes or the Bonds which shall have become due at
maturity, in the order of their due dates, and, if the amount available shall not be
sufficient to pay in full the principal of the Notes or the Bonds due on any
particular date, together with such interest, then to such payment ratably,
according to the amount of principal due on such date, to the persons entitled
thereto without any discrimination or privilege; and
THIRD, to be held for the payment to the persons entitled thereto as the
same shall become due of the principal of and interest on the Notes or the Bonds
which may thereafter become due at maturity and, if the amount available shall
not be sufficient to pay in full the principal of and interest on the Notes or the
Bonds due on any particular date, such payment shall be made ratably according
to the amount of principal and interest due on such date to the persons entitled
thereto without any discrimination or privilege.
(2) Whenever moneys are to be applied pursuant to the provisions of this subsection,
such money shall be applied at such times, and from time to time, as the Controller shall
determine, having due regard for the amount of such money available for application and the
likelihood of additional money becoming available for such application in the future. Whenever
the Controller shall apply such funds, it shall fix the date upon which such application is to be
made and upon such date interest on the amounts of principal to be paid on such dates shall cease
to accrue. The Registrar shall establish a special record date for such payments and shall mail, at
least 15 days prior to such special record date, such notice as it may deem appropriate of the
deposit with it of any such money and of the fixing of any such date. The Paying Agent shall not
be required to make payment of principal to the owner of any Note or the Owner of any Bond
until such Note or Bond shall be presented to the Paying Agent for appropriate endorsement or
for cancellation if fully paid.
(3) Whenever all principal of and interest on all Notes and Bonds have been paid
under the provisions of this subsection and all expenses and charges have been paid, any balance
remaining in the Allocation Fund, the Debt Service Reserve Fund or the Surplus Fund shall be
paid as provided in Section 12.
(E) Any recovery of judgment shall be for the equal and ratable benefit of the owners
of all the outstanding Notes or Bonds.
Nothing in this Section contained shall, however, affect or impair the right of any owner
of the Notes or Owner of the Bonds, which is absolute and unconditional, to enforce the payment
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of the principal of and redemption premium, if any, and interest on its Bonds out of Tax
Increment and the funds and accounts under this Resolution, or the obligation of the Commission
to pay the same, at the time and place expressed in the Notes or the Bonds.
(F) If an owner of the Notes or an Owner of the Bonds shall have proceeded to
enforce any right under this Resolution by the appointment of a receiver of the Project, and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been
determined adversely, then and in every such case the City, the Commission, the District, and the
owners of the Notes or the Owners of the Bonds shall be restored to their former positions and
rights hereunder, respectively, and with regard to the property subject to this Resolution, and all
rights, remedies and powers of the owners of the Notes or the Owners of the Bonds shall
continue as if no such proceedings had been taken.
SECTION 20. THE REGISTRAR AND PAYING AGENT.
(A) The Commission may appoint a separate Registrar or Paying Agent.
(B) Each and every remedy, power, right, claim, demand, cause of action, immunity,
estate, title, interest and lien expressed or intended by this Resolution to be exercised by or
vested in or conveyed to the Trustee with respect to this Resolution and shall be exercisable by
and vested in Registrar or Paying Agent but only to the extent necessary to enable the Registrar
and Paying Agent, to exercise such powers, rights and remedies, and every covenant and
obligation necessary to the exercise thereof by the Registrar and Paying Agent, shall run to and
be enforceable by it.
(C) Should any instrument in writing from the County or the Commission or
agreement be required by the Registrar and Paying Agent for more fully and certainly vesting in
and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all
such instruments in writing shall, on request, be executed, acknowledged and delivered by the
Commission or the Auditor. If the Registrar and Paying Agent, or a successor to either, shall
become incapable of acting, resign or be removed, all the estates, properties, rights, powers,
trusts, duties and obligations of the Registrar and Paying Agent so far as permitted by law, shall
vest in and be exercised by the Trustee until the appointment of a new Registrar and Paying
Agent.
SECTION 21. NOTICES. Any notice, request, complaint, demand, communication or
other paper shall be sufficiently given when delivered or mailed by registered or certified mail,
postage prepaid, or sent by telegram, addressed to the appropriate Notice Addresses. The City,
the Commission, or the Registrar and Paying Agent may, by notice given hereunder, designate
any further or different addresses to which subsequent notices, certificates or other
communications shall be sent.
SECTION 22. BUSINESS DAYS. If the date of a principal payment of the Bonds or the
date fixed for redemption of any portion of the Bonds shall be a Saturday, Sunday or a day on or
the city in which the office of the Registrar and Paying Agent is located are required or
authorized by law to close, then payment of principal may be made on the succeeding business
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day with the same force and effect as if made on the date of maturity or the date fixed for
redemption.
SECTION 23. SEVERABILITY. If any section, paragraph or provision of this
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions of this Resolution.
SECTION 24. REPEAL OF CONFLICTING PROVISIONS. All resolutions, ordinances
and orders, or parts thereof, in conflict with the provision of this Resolution, are, to the extent of
such conflict, hereby repealed or amended.
SECTION 25. EFFECTIVE DATE. This Resolution shall be in full force and effect
immediately upon its passage and signing. The Secretary of the Commission is hereby directed
to deliver a certified copy of this Resolution to the Controller of the City.
Adopted at the meeting of the Jeffersonville Redevelopment Commission held on the 28th
day of February, 2024, at Jeffersonville, Indiana.
JEFFERSONVILLE REDEVELOPMENT
CO ISSION
President
Attest:
/17,(1/,->
Secretary
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ACCEPTANCE OF OFFICE OF REGISTRAR AND PAYING AGENT
The undersigned hereby accepts the duties and obligations of Registrar and Paying Agent
imposed by the foregoing Resolution.
, as
Registrar and Paying Agent
By:
Title:
ATTEST:
Date: , 20
Notice Address of Registrar and Paying Agent:
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Inner City Road EDA
4893-6241-8342.3
EXHIBIT A
Project Description
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Inner City Road EDA
4893-6241-8342.3