HomeMy WebLinkAbout2025-R-14 Resolution Approving a 2025 City Services Agreement with River Ridge RESOLUTION NO.2025-R- /V
BEFORE THE COMMON COUNCIL OF THE CITY OF JEFERSONVILLE
STATE OF INDIANA
A RESOLUTION APPROVING A 2025 CITY SERVICES AGREEMENT BETWEEN
WITH RIVER RIDGE DEVELOPMENT AUTHORITY
WHEREAS,the Common Council of the City of Jeffersonville,Clark County,Indiana(hereinafter
"the Council") is the City's statutory legislative and fiscal body pursuant to I.C. 36-4-5-6; and,
WHEREAS,the Council,on behalf of the City of Jeffersonville recognizes that the City presently
provides services within the portion of the River Ridge Commerce Center that lies within the corporate
boundaries of the City;
WHEREAS, the City is in agreement with River Ridge Development Authority ("RRDA") that
the Police Services Agreement with River Ride Development Authority that became effective on April 1,
2025 should be terminated and replaced with a new agreement for city services agreement(the"2025 City
Services Agreement"),a true and correct copy of which is attached hereto as Exhibit A; and,
WHEREAS,this Resolution is adopted for the purpose of authorizing the termination of the Initial
Agreement and execution of the new 2025 City Services Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF JEFFERSONVILLE as
follows:
1. Termination of the Initial Agreement. The Initial Agreement shall be fully and
completely terminated effective upon adoption of this Resolution.
2. Approval of the 2025 City Services Agreement. The City Council hereby
authorizes the execution of this resolution, signed by the Mayor, approving the 2025 City Services
Agreement attached hereto as Exhibit A following the approval of the substantially similar resolution
already approved by the Executive Director of the RRDA on September 29, 2025.
3. Conditional Approval to Fund the 2025 City Services Agreement.Upon receipt of
the fully executed resolution approving the 2025 City Services Agreement attached hereto as Exhibit A,the
RRDA Director of Finance shall issue a check to the City of Jeffersonville in the amount of One Million
Seven Hundred Thousand and No/100 Dollars($1,700,000.00)drawn on RRDA Tax increment finance
(TIF)funds pursuant to the terms of such agreement.
Passed and adopted this G, day of October, 2025, by the Common Council of the
City of Jeffersonville, Clark County, Indiana.
SO RESOLVED (2025-R- /9 ) AND DULY ADOPTED this (6, day of 1464, 2025, by the
Common Council of the City of Jeffersonville.
Common Council for the City of Jeffersonville, Clark County, Indiana
itiT, ) F�" : VOTED AGAINST:
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1
This resolution (2025-R-/4) shall be effective upon adoption by the Common Council
for the City of Jeffersonville and approval by the Ma or of th City of Jeffersonville.
1-
Evan S oner, Council President
ATTEST:
ALi
Li/
i a Gill, Clerk
2025-R- /V presented by me as Clerk to the Mayor of said City of Jeffersonville on
this__V___day ofOatr2025.
---______7.2.„,- ..A.ail
Lisa Gill, Clerk
2025-R- //- approved and signed by me on this day of 6Ld)D ,
2025.
M e Moore, ayor
2025-R- vetoed by me on this day of , 2025.
Mike Moore, Mayor
RESOLUTION NO. 48-2025
A RESOLUTION APPROVING A 2025 CITY SERVICES
AGREEMENT WITH THE CITY OF JEFFERSONVILLE, INDIANA
WHEREAS, the River Ridge Development Authority ("RRDA"), is an Indiana military
base reuse authority established under Ind. Code § 36-7-30, et seq.; and,
WHEREAS, Ind. Code § 36-7-30-9(a)(23) establishes that amongst the powers of the
RRDA is the authority to enter into contracts for police, fire protection, and utility services within
the reuse area; and,
WHEREAS, the City of Jeffersonville, Indiana ("Jeffersonville"), presently provides
police, fire protection, and wastewater utility services within that portion of the River Ridge
Commerce Center that lies within its corporate boundaries; and,
WHEREAS,the RRDA and Jeffersonville are parties to a Police Services Agreement with
an effective date of April 1,2025 (the"Initial Agreement"),that the parties now find and conclude
should be terminated and replaced with a new agreement for police, fire protection,and wastewater
utility services agreement(the"2025 City Services Agreement"), a true and correct copy of which
is attached hereto as Exhibit A; and,
WHEREAS,this Resolution is adopted for the purposes of authorizing (i) the termination
of the Initial Agreement, and (ii) execution of the 2025 City Services Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE RIVER RIDGE DEVELOPMENT AUTHORITY as follows:
1. Termination of the Initial Agreement. The Initial Agreement shall be fully and
completely terminated effective upon adoption of this Resolution.
2. Approval of 2025 City Services Agreement. The Executive Director of the
RRDA is hereby authorized to execute the 2025 City Services Agreement attached hereto as
Exhibit A, subject to approval of the agreement by the Jeffersonville City Council by a
substantially similar resolution also signed by the Mayor.
3. Conditional Approval to Fund the 2025 City Services Agreement. Upon receipt
of the fully executed resolution approving the 2025 City Services Agreement attached hereto as
Exhibit A, the RRDA Director of Finance is further hereby authorized to issue a check to
Jeffersonville in the amount of One Million Seven Hundred Thousand and No/100 Dollars
($1,700,000.00) drawn on RRDA tax increment finance (TIF) funds pursuant to the terms of such
agreement.
SO RESOLVED BY MAJORITY VOTE OF THE BOARD OF DIRECTORS
TAKEN DURING A DULY NOTICED AND CONVENED REGULAR MEETING OF THE
RIVER RIDGE DEVELOPMENT AUTHORITY HELD THIS 29TH DAY OF
SEPTEMBER, 2025.
Approved: / Dr. Treva Hodges, President
Attested: #:444"-7-
i®� "— Brian Lenfert, Secretary-Treasurer
2
2025 CITY SERVICES AGREEMENT
THIS 2025 CITY SERVICES AGREEMENT (hereinafter referred to as this
"Agreement") is made and entered into with an effective date as of the date of the last signatory
shown hereinbelow (the "Effective Date"), by and between the RIVER RIDGE
DEVELOPMENT AUTHORITY, an Indiana military base reuse authority established pursuant
to the provisions of Ind. Code § 36-7-30, et seq. (the "RRDA"), and the CITY OF
JEFFERSONVILLE, INDIANA, an Indiana municipal government unit established pursuant to
Ind. Code § 36-4-1, et seq. (the "City"); each individually a"Party" or collectively the "Parties."
RECITALS:
WHEREAS, the RRDA was established as a reuse authority pursuant to Ind. Code § 36-
7-30,et seq., for the purpose of undertaking the planning,replanning, rehabilitation, development,
redevelopment, and other preparation for reuse of certain former federal military base property
that was formerly known as the Indiana Army Ammunition Plant, and which is now known as the
River Ridge Commerce Center (the "RRCC"), as a reuse area("Reuse Area"); and,
WHEREAS,the City is an Indiana municipal government unit established pursuant to Ind.
Code § 36-4-1, et seq., to provide services to the residents of the City, including, but not limited
to, police, fire protection, and wastewater utility services; and,
WHEREAS, by adoption of Ordinance No. 2000-OR-46, the City annexed the Utica
Township section of RRCC ("RRCC/Jeff') into the corporate boundaries of the City; and,
WHEREAS, pursuant to the provisions of Ind. Code § 36-4-3-13(d)(4), the City is
obligated to provide,and in fact does provide,non-capital police and fire protection services within
RRCC/Jeff in a manner equivalent in standard and scope to those same noncapital services
provided to areas within the corporate boundaries of the City regardless of similar topography,
patterns of land use, and population density; and,
WHEREAS, pursuant to the provisions of Ind. Code § 36-4-3-13(d)(5), the City is
obligated to provide, and in fact does provide capital wastewater utility services within RRCC/Jeff
in a manner equivalent in standard and scope to those same capital services provided to areas
within the corporate boundaries of the City regardless of similar topography, patterns of land use,
and population density; and,
WHEREAS, pursuant to Ind. Code § 36-7-30-9(a)(23), the RRDA has the power to enter
into contracts for the provision of police, fire protection, and wastewater utility services to be
provided within RRCC/Jeff("City Services"); and,
WHEREAS, the Parties executed a Police Services Agreement with an effective date of
April 1, 2025 (the "Initial Agreement"), the terms of which are incorporated herein by reference,
and pursuant to which RRDA has paid the City the sum of$332,191.72 in full satisfaction of its
payment obligations for calendar year 2025; and,
WHEREAS, the Parties hereby acknowledge that since the establishment of the RRDA,
the City has been providing City Services within RRCC/Jeff for the benefit of the RRDA; and,
WHEREAS, the Parties further hereby acknowledge that the City's costs incurred to
provide City Services within RRCC/Jeff have increased with the commercial and industrial
development within RRCC/Jeff; and,
WHEREAS, the RRDA is authorized to use tax increment finance ("TIF") proceeds
allocated to the Reuse Area to pay for City Services to be provided pursuant to the terms of this
Agreement; and,
WHEREAS, the Parties now desire to terminate and replace the Initial Agreement with
this Agreement to provide for additional compensation for the additional fire protection and
wastewater utility services for calendar year 2025 in accordance with the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations of the
Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows:
1. Recitals. The recitals set forth hereinabove are hereby incorporated into this
Agreement as if fully set forth herein.
2. Termination of the Initial Agreement. The Initial Agreement is hereby
terminated in its entirety and neither of the Parties shall have any further obligations under the
terms of the Initial Agreement. The City is entitled to retain all compensation paid by RRDA
under the Initial Agreement, and RRDA waives any claim for rebate of surplus or residual funds
under Section 6 of the Initial Agreement.
3. Term. The term of this Agreement shall commence as of the Effective Date and
expire on December 31, 2025 (the "Term"). The Parties shall engage in good faith negotiations
for a City Services agreement for subsequent year(s).
4. Compensation. In consideration for the provision of City Services during the Term
of this Agreement, RRDA shall pay the City the additional amount of One Million Seven
Hundred Thousand Dollars and No/100 ($1,700,000.00) within thirty (30) days following full
and final execution of this Agreement. The City shall be entitled to expend funds received under
this Agreement for any legal purpose within the exercise of its sole discretion, and the City shall
have no duty or obligation to provide any accounting of such expenditures to the RRDA.
2
5. City Representations and Covenants. In consideration of RRDA's payment of
compensation under this Agreement, the City represents and covenants during the term of this
Agreement as follows:
a. The City shall provide non-capital police and fire protection services within
RRCC/Jeff within RRCC/Jeff in a manner equivalent in standard and scope to those same
noncapital services provided to areas within the corporate boundaries of the City regardless of
similar topography, patterns of land use, and population density pursuant to Ind. Code § 36-4-3-
13(d)(4).
b. The City shall provide capital wastewater utility services within RRCC/Jeff
within RRCC/Jeff in a manner equivalent in standard and scope to those same noncapital services
provided to areas within the corporate boundaries of the City regardless of similar topography,
patterns of land use, and population density pursuant to Ind. Code § 36-4-3-13(d)(5), and on a
nondiscriminatory basis pursuant to Ind. Code § 8-1.5-3-8. The City Sewer Board shall, to the
extent permitted by law, provide wastewater collection and treatment services for all current and
future businesses located within RRCC/Jeff, provided only that sufficient capacity exists in the
City's North Wastewater Treatment Plant ("NWWTP") as required to serve such customers.
Provided that the NWWTP has sufficient existing capacity, the City shall not impose any sanitary
sewer connection ban, moratorium, or allocation policy that applies to commercial and/or
industrial development within RRCC/Jeff.
6. RRDA Representation and Covenant. RRDA hereby represents and covenants
that it shall mutually cooperate with the City in the planning and financing of the next expansion
of the NWWTP once it has average daily design flow that exceeds ninety percent (90.00%) of its
established average daily treatment capacity.
7. Traffic Regulation; Minimum Standards for Enforcement. The City
acknowledges that all of the roadways within RRCC/Jeff are owned and maintained by RRDA
within easements reserved or established for such purposes. RRDA may recommend to the
Common Council of the City (the "City Council") the establishment of speed limits or other
appropriate traffic regulations authorized by Indiana law, including without limitation, Ind. Code
§ 9-20,et seq., Ind. Code § 9-21, et seq., Ind. Code § 9-21-1-2, and Ind. Code § 9-21-1-3, for each
such roadway now located or subsequently constructed within the RRCC/Jeff, which
recommendation shall be based on the analysis and opinion of a registered professional engineer
retained by RRDA (at RRDA's sole cost and expense) as to the design and/or condition of each
such roadway. The City Council shall take official action upon consideration of any ordinance(s)
tendered by RRDA with respect to each such recommendation regarding traffic regulation(s),
including without limitation, speed limit(s) made by RRDA's professional engineering consultant
within thirty (30) days following receipt. In the event that the City establishes an ordinance
violations bureau, the City shall be entitled to keep and retain all funds collected for traffic
ordinance violations committed within RRCC/Jeff to the extent permitted by law and without
compensation to RRDA or reduction of any payments pursuant to this Agreement.
3
8. No PILOT. The City covenants and agrees that it shall not enact any payment-
in-lieu of taxes("PILOT")pursuant to the provisions of Ind. Code § 36-7-30-31 or any other statute
during the Term of this Agreement.
9. Indemnification and Insurance. The City covenants and agrees at its expense to
pay and to indemnify and save RRDA and each of its respective officers, directors, employees,
attorneys, and agents (collectively, "Indemnitees" and each an "Indemnitee") harmless of, from
and against, any and all claims,damages,demands,expenses(including reasonable attorneys' fees
and costs), and liabilities relating to bodily injury, property damage, or any other claim or loss
resulting directly or indirectly from the City, including without limitation,the Jeffersonville Police
Department, the Jeffersonville Fire Department, and the Jeffersonville Municipal Wastewater
Utility, including any of the their employees, agents, contractors, attorneys, or affiliates
(collectively, the "Indemnitors" and each an "Indemnitor") from the Indemnitors' acts or
omissions relating to (a) this Agreement, (b) the City Services provided pursuant to this
Agreement, and (c) the operations of the City. If any action or proceeding is brought against one
or more Indemnitees, (x) each Indemnitee may, in its sole discretion, select its own counsel, (y)
the Indemnitee(s) seeking indemnification shall give written notice of such action or proceeding
to the City, and (z) the City shall reimburse such Indemnitee(s) for all reasonable costs and
expenses, including reasonable attorneys' fees and court costs, incurred by such Indemnitee(s) in
connection with the defense of such actions or proceedings. Further,the City shall name the River
RRDA as an additional insured under all relevant and applicable insurance policies maintained by
the City or the Indemnitors.
10. Notices. All notices, requests, or other communications required hereunder shall
be sufficient only if given in writing which shall be deed given when(i) delivered personally, (ii)
one(1)business day after being deposited for next day delivery by a nationally recognized courier,
or(iii) three (3) business days when sent by registered or certified United States Mail, with return
receipt requested and postage prepaid as follows:
To RRDA: River Ridge Development Authority
Attn: Executive Director
300 Corporate Avenue, Suite 300
Jeffersonville, IN 47130
executivedirector@riverridgecc.com
riverridgecc.com
With a copy to: River Ridge Development Authority
Attn: General Counsel
300 Corporate Avenue, Suite 300
Jeffersonville, IN 47130
legal�?u riverridgecc.com
To the City: City of Jeffersonville, Indiana
Attn: Director of Finance
500 Quartermaster Court, Suite 300
Jeffersonville, IN 47130
4
With a copy to: City of Jeffersonville, Indiana
Attn: Corporation Counsel
500 Quartermaster Court, Suite 250
Jeffersonville, IN 47130
lmerkley@cityofjeff.net
Any Party to this Agreement may, by notice given hereunder, designate any further or different
addresses to which subsequent notices, requests, or other communications shall be sent.
11. Time is of the Essence. Except for extensions of time resulting from an event or
force majeure,the times for performance provided in this Agreement are essential as they relate to
the obligations and expenditures of the Parties.
12. Binding Effect. This Agreement shall inure to the benefit of, and shall be binding
to the fullest extent applicable, upon the Parties and their respective successors and assigns.
13. Assignment. No Party hereto may assign all or any portion of its rights and
obligations hereunder without the prior written consent of the other Party hereto.
14. Amendments and Modification. This Agreement, together with the agreements
and documents referenced herein, supersede all prior negotiations and agreements and constitute
the entire agreement between the parties regarding its subject matter. No change, amendment, or
modification to, or extension or waiver of any provisions of, or consent provided hereunder, shall
be valid unless such change, amendment, modification, extension, or waiver is in writing and
signed by all the Parties to this Agreement,or in the case of consent or waiver,by the Party granting
same.
15. Severability. In case any Section or provision of this Agreement, or in case any
covenant, stipulation, agreement, act or action, or part thereof, made, assumed, entered into or
taken under this Agreement, or any application thereof, is, for any reason, held to be illegal or
invalid, or is at any time inoperable by reason of any law, or actions thereunder, such illegality or
invalidity or inoperability shall not affect the remainder thereof or any covenant, stipulation,
obligation, agreement,act or action,or part thereof, made,assumed, entered into or take under this
Agreement.
16. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Indiana.
17. Captions and Headings. The captions and headings of the various Sections
herein contained are solely for the convenience of the various Parties hereto and shall not be
construed to interpret or limit the content of any provision or Section of this Agreement.
18. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be considered an original and all of which shall constitute one and the same instrument.
5
19. Authority. The individuals executing this Agreement on behalf of the respective
Parties hereto warrant their capacity and authority to execute this Agreement on behalf of said
respective Parties.
[The remainder of this page intentionally left blank. Signature pages follow]
6
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed on
Za..7 ,e c9 , 2025.
CITY OF JEFFER ONVILLE, INDIANA
1) 0194A----.
By:
Michael G. Moore, Mayor
Attested by:
. �(,eai
Lisa Gil , Jeffersonville City Clerk
Approved as to form:
Leslie D. Merkley, Corporation Counsel
I
0
7
IN WITNESS WHEREOF, the RRDA has caused this Agreement to be duly executed on
September 29, 2025.
RIVER RIDGE
DEVELOPMENT AUTHORITY
By:
.— Ct•
Marc A. Hildenbrand, Executive Director
Attested by:
C. Gregory Fifer, Ge rat Counsel
8
RESOLUTION NO. 48-2025
A RESOLUTION APPROVING A 2025 CITY SERVICES
AGREEMENT WITH THE CITY OF JEFFERSONVILLE, INDIANA
WHEREAS, the River Ridge Development Authority ("RRDA"), is an Indiana military
base reuse authority established under Ind. Code § 36-7-30, et seq.; and,
WHEREAS, Ind. Code § 36-7-30-9(a)(23) establishes that amongst the powers of the
RRDA is the authority to enter into contracts for police, fire protection,and utility services within
the reuse area; and,
WHEREAS, the City of Jeffersonville, Indiana ("Jeffersonville"), presently provides
police, fire protection, and wastewater utility services within that portion of the River Ridge
Commerce Center that lies within its corporate boundaries; and,
WHEREAS,the RRDA and Jeffersonville are parties to a Police Services Agreement with
an effective date of April 1,2025 (the"Initial Agreement"),that the parties now find and conclude
should be terminated and replaced with a new agreement for police, fire protection,and wastewater
utility services agreement(the"2025 City Services Agreement"), a true and correct copy of which
is attached hereto as Exhibit A; and,
WHEREAS,this Resolution is adopted for the purposes of authorizing (i) the termination
of the Initial Agreement, and (ii)execution of the 2025 City Services Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE RIVER RIDGE DEVELOPMENT AUTHORITY as follows:
1. Termination of the Initial Agreement. The Initial Agreement shall be fully and
completely terminated effective upon adoption of this Resolution.
2. Approval of 2025 City Services Agreement. The Executive Director of the
RRDA is hereby authorized to execute the 2025 City Services Agreement attached hereto as
Exhibit A, subject to approval of the agreement by the Jeffersonville City Council by a
substantially similar resolution also signed by the Mayor.
3. Conditional Approval to Fund the 2025 City Services Agreement. Upon receipt
of the fully executed resolution approving the 2025 City Services Agreement attached hereto as
Exhibit A, the RRDA Director of Finance is further hereby authorized to issue a check to
Jeffersonville in the amount of One Million financeven Hundred
(TIF)u funds puThouss uant nd no thed o/100 terms of such
ars
($1,700,000.00) drawn on RRDA tax increment
agreement.
SO RESOLVED BY MAJORITY VOTE OF THE BOARD OF DIRECTORS
TAKEN DURING A DULY NOTICED AND
CONVENED
HELDU THIS 29LAR TIN MEF TING
THE
OF
RIVER RIDGE DEVELOPMENT AUTHORITY
SEPTEMBER,2025.
tir
Approved: v._ 1 Dr. Treva Hodges, President
Attested: 41X6.4, Brian Lenfert, Secretary-Treasurer
2
2025 CITY SERVICES AGREEMENT
THIS 2025 CITY SERVICES AGREEMENT (hereinafter referred to as this
"Agreement") is made and entered into with an effective date as of the date of the last signatory
shown hercinbelow (the "Effective Date"), by and between the RIVER RIDGE
DEVELOPMENT AUTHORITY, an Indiana military base reuse authority established
purTY uOF
ant
to the provisions of Ind. Code § 36-7-30, et seq. (the "RRDA"),
and JEFFERSONVILLE, INDIANA, an Indiana municipal government unit established pursuant to
Ind. Code § 36-4-1, et seq. (the "City"); each individually a"Party" or collectively the"Parties."
RECITALS
WHEREAS, the RRDA was established as a reuse authority pursuant to Ind. Code § 36-
7-30, et seg., for the purpose of undertaking the planning, replanning, rehabilitation,development,
redevelopment, and other preparation for reuse of certain former federal military base property
that was formerly known as the Indiana Army Ammunition Plant, and which is now known as the
River Ridge Commerce Center (the "RRCC"), as a reuse area("Reuse Area"); and,
WHEREAS,the City is an Indiana municipal government unit established pursuant to Ind.
Code § 36-4-1, et seq., to provide services to the residents of the City, including, but not limited
to, police, fire protection, and wastewater utility services; and,
WHEREAS, by adoption of Ordinance No. 2000-OR-46, the City annexed the Utica
Township section of RRCC ("RRCC/Jeff') into the corporate boundaries of the City; and,
WHEREAS, pursuant to the provisions of Ind. Code § 36-4-3-13(d)(4), the City is
obligated to provide,and in fact does provide,non-capital police t and
th fireose same protection
otction serviceitals
within
RRCC/Jeff in a manner equivalent in standard andscope
provided to areas within the corporate boundaries of the City regardless of similar topography,
patterns of land use, and population density; and,
WHEREAS, pursuant to the provisions of Ind. Code § 36-4-3-13(d)(5), the City is
obligated to provide,and in fact does provide capital wastewater utility
services providedRto areas
CJeff
in a manner equivalent in standard and scope to thosesame capitalpatterns of land use,
within the corporate boundaries of the City regardless of similar topography,
and population density; and,
WHEREAS, pursuant to Ind. Code § 36-7-30-9(ax23), the RRDA has the power to enter
into contracts for the provision of police, fire protection, and wastewater utility services to be
provided within RRCC/Jeff("City Services"); and,
WHEREAS, the Parties executed a Police Services Agreement with an effective date of
April 1, 2025 (the "Initial Agreement"), the terms of which
of$332,191�.72an full satisfaction of its
herein by reference,
and pursuant to which RRDA has paid the City the sum
payment obligations for calendar year 2025;and,
WHEREAS, the Parties hereby acknowledge that since the establishment of the RRDA,
the City has been providing City Services within RRCC/Jeff for the benefit of the RRDA; and,
WHEREAS, the Parties further hereby acknowledgee�ed with the commercial and
that the City's costs incurred
industrial
provide City Services within RRCC/Jeff have inc
development within RRCC/Jeff; and,
WHEREAS, the RRDA is authorized to use tax increment finance ("TIF") proceeds
allocated to the Reuse Area to pay for City Services to be provided pursuant to the terms of this
Agreement; and,
WHEREAS, the Parties now desire to terminate and replace the Initial Agreement with
this Agreement to provide for additional compensationo e withe ditional fire protection the terms and conditions aset
nd
wastewater utility services for calendar year 2025 in ac danc
forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations of the
Parties set forth in this Agreement, and for other good and valuable consideration,ther receipt
and
sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as
1. Recitals. The recitals set forth hereinabove are hereby incorporated into this
Agreement as if fully set forth herein.
2. Termination of the Initial Agreement. The Initial Agreement is hereby
terminated in its entirety and neither of the Parties shall have any further retain all compensationbl paidsbly der RRDA
the
terms of the Initial Agreement. The City is entitled
to
under the Initial Agreement, and RRDA waives any claim for rebate of surplus or residual funds
under Section 6 of the Initial Agreement.
3. Term. The term of this Agreement shall commence as of te dive Da ate and
expire on December 31, 2025 (the "Term"). The Parties shall engage in good faithve g
s
for a City Services agreement for subsequent year(s).
ices during the Term
4. Compensation. In consideration for additionalo n of City amount of vOne Million Seven
of this Agreement, RRDA shall pay the City thedays following full
Hundred Thousand Dollars and No/100 ($1,700,000.00) within thirty (30) y
and final execution of this Agreement. The City shall b entitledits tole expend
xdip ndoundsd the Cityds shall
under
this Agreement for any legal purpose within the exercise
have no duty or obligation to provide any accounting of such expenditures to the RRDA.
2
5. CityIts resentations and Covenants. In consideration of RRDA's payment of
compensation under this Agreement, the City represents and covenants during the term of this
Agreement as follows:
vices
a. The City shall provide non-capital police standard and protection
scope tor thosewsam�e
n
RRCC/Jeff within RRCC/Jeff in a manner equivalent in
noncapital services provided to areas within the corporate boundaries
of to City
d. Code §d3less of
similar topography, patterns of land use, and population density pursuant
13(d)(4).
b. The City shall provide capital wastewater utilityto those same nolithin ncapitalRserv/ices
Jeff
within RRCC/Jeff in a manner equivalent in standard andscope
provided to areas within the corporate boundaries of the lCi yid. r de dless 36-4-3s 13iof lar topography,
patterns of land use, and population density pursuant to
nondiscriminatory basis pursuant to Ind. Code § 8-1'5 City
servccsfor all current and
oard shall, to the
extent permitted by law, provide wastewater collection and treatment
future businesses located within RRCC/Jeff, provided only that sufficient
ffic a ser capve such customers.
ty exists in the
City's North Wastewater Treatment Plant ("NWWTP") as
required
Provided that the NWWTP has sufficient existing capacity,
the City shall not impose any sanitary
sewer connection ban, moratorium, or allocation policy that applies to commercial and/or
industrial development within RRCC/Jeff.
6. RRDA Re rescntation and Covenant. RRDA d financing ereby p eo tnte n and
expansion
s
that it shall mutually cooperate with the City in the planning,
of the NWWTP once it has average daily design flow that exceeds ninety percent (90.00%) of its
established average daily treatment capacity.
7. Traffic Re ulation• Minimum Standf are owned for Eand nf"mainentained by RRDA
nt. The City
acknowledges that all of the roadways within RRCC/Jemend
the
within easements reserved or established for such purposes.
e5 establishment of speed recommits ortother
Common Council of the City (the "City Council") thee
appropriate traffic regulations authorized by Indiana law,
including
witnd.hout
li§mit2io1,3nd. Code
§ 9-20, et seq., Ind. Code § 9-2 1, et seq., Ind. Code § 9- eac
21-1-2,
roadway now located or subsequently constructed
o within
registered n thep RRCC/nalf, wh er
ich
recommendation shall be based on the analysis and opinion
retained by RRDA (at RRDA's sole cost and expense) as co ufanyordinance(s)
r condition of
ch
such roadway. The City Council shall take official action upon consideration
tendered by RRDA with respect to each such recommendationregarding engineering consultant
including without limitation, speed limit(s) made by RRDAprofessional
within thirty (30) days following receipt. In the event ad etain all the ty fundsbco lect d forlishes an dltraffic
nance
violations bureau, the City shall be entitled to keep
ordinance violations committed within RRCC/Jeff theextent to pethirAgreement.itted by
yaw and without
compensation to RRDA or reduction of any paymentspursuant
4 3
8. No PILOT. The City covenants and
that
§36-7130-31 or any other statutein-lieu of taxes("PILOT")pursuant to the provisions of Ind.Code
during the Term of this Agreement.
9. Indemnification and Insurance.The City covenants and agrees at its explo seee n
pay and to indemnify and save RRDA and each'o and each an"I f its respective demnitee'officers, i) harmless of, from
attorneys, and agents (collectively, "Indemnit es
and against,any and all claims,damages,demands,expenses(including reasonable attorneys' fees
and costs), and liabilities relating to bodily injury, property damage, or any other claim or loss
resulting directly or indirectly from the City, including without
li sonv 1,the
Jefci rs nWaste Police
Department, the Jeffersonville Fire Department, and the
Utility, including any of the their employees, agents, contractors, attorneys, or affiliates
(collectively, the "Indemnitors" and each an "Indemnitor") from the
Indemnitors'
actstot or
r
omissions relating to (a) this Agreement, (b) the City Services providedpursuant
Agreement, and (c) the operations of the City. If any action or proceeding is brought against one
or more Indemnitees, (x) each lndemnitee may, in its sole discretion, select its own counsel, (y)
the Indemnitee(s) seeking indemnification shall give written
offo sail reasonable costs action or and
to the City, and (z) the City shall reimburse such Ind (s)
expenses, including reasonable attorneys' fees and court S°sts, incurred by such Indemnitee(s) in
Further, the City shall name the River
connection with the defense of such actions or proceeding
RRDA as an additional insured under all relevant and applicable insurance policies maintained by
the City or the Indemnitors.
10. Notices. All notices, requests, or other communications required hereunder shall
be sufficient only if given in writing which shall be deed given when iiodeliv)delivered
personally, (ii)
one(1) business day after being deposited for next day delivery by
ier,
or(iii) three(3) business days when sent by registered or certified United States Mail, with return
receipt requested and postage prepaid as follows:
To RRDA: River Ridge Development Authority
Attn: Executive Director
300 Corporate Avenue, Suite 300
Jeffersonville, IN 47130
executivedirector riverrid&ecc.com
With a copy to: River Ridge Development Authority
Attn: General Counsel
300 Corporate Avenue, Suite 300
Jeffersonville, IN 47130
le al l ecc.com
To the City: City of Jeffersonville, Indiana
Attn: Director of Finance
500 Quartermaster Court, Suite 300
Jeffersonville, IN 47130
4
With a copy to: City of Jeffersonville, Indiana
Attn: Corporation Counsel
500 Quartermaster Court, Suite 250
Jeffersonville, IN 47130
lmer gleyncitvofteff:net
Any Party to this Agreement may, by notice given hereunder, designate any further or different
addresses to which subsequent notices, requests, or other communications shall be sent.
event
11. Time is of the Essence. Except for extensions
Sns o time are essentialltingfrom
they relate to
or
force maj eure, the times for performance provided inAgreement
the obligations and expenditures of the Parties.
12. Bindina Effect. This Agreement shall inure to thbenefit
of,
snd shall
d assign be binding
to the fullest extent applicable, upon the Parties and their respv
13. Assi ns merit. No Party hereto may assign all or any portion of its rights and
obligations hereunder without the prior written consent of the other Party hereto.
he
14. Amendments and Modification. This Agreement,
ot��negotiations and agreements together with t and agreements
constitute
and documents referenced herein, supersede all prior g
the entire agreement between the parties regarding its b co or consent tjo o change.
am
ndmender, shallt, or
modification to, or extension or waiver of any provisions
be valid unless such change, amendment, modification, extension,
n, or waiver or waiver,by thesin
n writing
inggra and
signed by all the Parties to this Agreement,or in the case of consent
g
same.
15. Severabili . In case any Section or provision of this Agreement, or in case any
covenant, stipulation, agreement, act or action, or part thereof,any made, assumed held e ter dl into or or
taken under this Agreement, or any application thereof, is,
invalid, or is at any time inoperable by reason of any law, or actions
thr a y nd coer,suc
illegality
lst gali or
invalidity or inoperability shall not affect the remainder thereof
obligation, agreement,act or action,or part thereof,made, assumed, entered into or take under this
Agreement.
16. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Indiana.
ections
17. Captions and Neadin s. The captions and hePaK es hereto and shalgs of the various Sl not be
herein contained are solely for the convenience of the various
construed to interpret or limit the content of any provision or Section of this Agreement.
18. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be considered an original and all of which shall constitute one and the same instrument.
5
n
the
cti
19. Aut The individuals executing this Agreement o behalf
of
n behalf a said
ve
Parties hereto warrant their capacity and authority to executeAgreement
respective Parties.
[The remainder of this page intentionally left blank. Signature pages follow,]
6
IN
WITNESS WHEREOF, the City has caused this Agreement to be duly executed on
1 / O _, 2025.
CITY OF JEFFER ONVILLE,INDIANA
\\)' li 0194\---•
By:
Michael G. Moore, Mayor
Attested by:
Lisa Gil , Jeffersonville City Clerk
Approved as to form:
Leslie D. Merkley, Corporation Counsel
7
IN WITNESS WHEREOF, the RRDA has caused this Agreement to be duly executed on
September 29, 2025.
RIVER RIDGE
DEVELOPMENT AUTHORITY
By: et•
Marc A. Hildenbrand,Executive Director
Attested by:
471fr
4/7
C. Gregory Fifer, Ge rat Counsel
8