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HomeMy WebLinkAbout1986-OR-60BOND ORDINhNCE ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF jEFFERSONVILLE, INDIANA~ AUTHORIZING AND PROVIDI ~G FOR THE ISSUANCE OF THE CITY OF JEFFERSONVILLE (INDIANA) ECONOMIC DEVELOPMENT REVENUE BONDS (SOUTHERN INDIANA CARl. CENTER PROJECT) SERIES 1986, DATED NOVEMBER 1, 1986, IN THE PRINCIPAL AMOUNT OF $2,595,000~ FOR THE PURPOSE OF FINANCING A RESIDENTIAL CARE PROJECT FOR USE AND OCCUPANCY BY SOUTHERN INDIANA CARE CENTER~ INC. WHEREAS, the City of Jeffersonville, Indiana (the "City"), a municipal corporation in clark County, Indiana, is authorized and empowered by Sections 36-7-11.9 to 36-7-12-38, inclusive, of the Indiana Code, as amended (the "Act"), to issue bonds and lend the proceeds of the bonds to any person to defray the costs of an "economic development" project as defined in the Act; and WHEREAS, Southern Indiana Care Center, Inc., an Indiana corporation (the "Borrower"), has offered to the City to acquire, construct and equip an "economic development" project to be constructed on a site described in the Trust Indenture (hereinafter identified), if the City will agree to issue its City of jeffersonville (Indiana) Economic Development Revenue Bonds (Southern Indiana Care Center Project) Series 1986 in the aggregate principal amount of $2,595,000 (the "Bonds"), pursuant to the Act, such "economic development" project to be used and occupied by the Borrower as a residential care facility pursuant to Section 16-10-4 of the Indiana Code, with related and subordinate facilities necessary to the operation thereof, and for uses incidental thereto (the "Project"), which will tend to relieve existing conditions of unemployment and result in the employment of a substantial number of workers and promote the economic development of the City and the surrounding area; and WHEREAS, by Inducement Resolution and other actions taken, the City has invited the Borrower to proceed with the proposed Project; and - 1- WHEREAS~ under the terms of a proposed Loan Agreement ( ereinafter identified), the Borrower has agreed to pay the City sufficient au ~unts in ample time to pay the principal and interest requirements of the '~onds, and which payments shall be pledged, together with the Loan Agreement itself, as security for the payment of the principal of and interest on the Bonds; and WHEREAS, the City has found that the operation of the proposed Project will tend to relieve existing conditions of unemployment in the City and the surrounding area and will otherwise promote the general welfare and economic development of the City and all of its citizens and inhabitants; BE IT ORDAINED BY THE CITY OF JEFFERSONVILLE: 1. AUTHORIZATION OF BONDS. For the purpose of paying the costs, not otherwise provided, of the Project, the City hereby authorizes and approves the issuance of its City of Jeffersonville (Indiana) Economic Development Revenue Bonds (Southern Indiana Care Center Project) Series 1986, in the aggregate principal amount of $2,595,000 (the "Bonds"), which amount shall be the maximum amount of such Bonds to be outstanding at any one time, issued as fully registered Bonds, in said amount, which Bonds may be exchanged for and/or reissued in the denomina- tion of $5,000 each or any integral multiple thereof, as more fully provided for in the Trust Indenture hereinafter approved. The Bonds shall bear interest from November 1, 1986, at such rate and shall be payable in such amounts and at such times as specified in the Contract of Purchase (hereinafter approved), all as agreed upon by the City, the Borrower, the Trustee (hereinafter identified) and the Managing Underwriter (hereinafter identified), pursuant to Section 36-7-12-27 of the Indiana Code; provided, however, that the maximum rate of interest on the Bonds shall not exceed twelve percent (12%) per annum. -2- 2. A~PRoYAL AND AUTHORIZATION OF EXECUTION OF yARIOUS DOCUldE~ $; LOAN AGREEMENT; TRUST INDENTURE; CONTRACT OF pURCHASE. The following documents in the respective forms attached to th .s Ordinance, are hereby approved, subject to such minor changes, changes of dates, insertions or omissions as may be approved by the Mayor, such approval to be conclusively evidenced by the execution of said documents, in order to effectuate the purposes of this Ordinance; and the Mayor is hereby authorized to execute and acknowledge same for and on behalf of the City; and the City Clerk is authorized to attest same and to affix thereto the corporate seal of the City. Said documents are hereby ordered to be filed in the office of the City Clerk, labelled respectively, Exhibits A through D, as identified below, and each of said documents iS ordered to be recorded with this Ordinance in the official records of the City: (a) The Loan Agreement (the "Loan Agreement"), to be dated as of November 1, 1986, between the City and the Borrower. (Exhibit A) (b) The Trust Indenture (the "Indenture"), to be dated as of November 1, 1986, between the City and CommerceAmerica Banking Company, jeffersonvtlle, Indiana, Trustee (the "Trustee"). (Exhibit S) (c) The Contract of Purchase (the "Contract of Purchase") between the City and Arch W. Roberts & Co., St. Petersburg, Florida (the ~Managtng Underwriter~)' and also approved by the Borrower, providing for the sale of the Bonds to the Managing Underwriter at the aggregate price, at the interest rate stated therein, and upon the respective terms and conditions set forth in said Contract of Purchase. The approval of said Contract of Purchase by the Borrower and a separate letter from the Borrower to the City evidences the request of the Borrower that the Bonds be sold at private sale upon a negotiated basiS, as authorized by Indiana Code SectiOn 36-7-12-27. (d) The Official Statement (the 'Official Statement') used by the Managing Underwriter to market and sell the Bonds. The Official Statement, including the Preliminary Official Statements distributed for the marketing of the Bonds, presented to the City, -3- complete tn all respects, is approved by said City and its Common Council and said Official Statement is authorized to be executed and distributed on behalf of the City. 3. DISBURSEMENT OF PROCEEDS OF BONDS. The Borrower and the Trustee are authorized to carry out the pro- cedures specified in the Indenture for the acquisition, construction and equipping of the Project and for the payment from time to time of the costs of such acquisition, construction and equipping and related expenses as same progresses. Such procedures shall include reimbursement to the Borrower for advances made by the Borrower toward the cost of the Project in contemplation of the issuance of the Bonds, in reliance on the commitment of the City in the original Inducement Contract approved by Inducement Ordinance enacted by the Common Council of the City on August 4, 1986. 4. REVENUES OF THE PROJECT. The revenues of the Project, including the loan payments to be received by the City under the terms of the Loan Agreement, are determined to be sufficient to pay the principal of and interest on the Bonds, together with the fees and expenses of the Trustee, as the same become due and payable; and all of said payments and any and all other payments, revenues and proceeds received under the Loan Agreement in connection with the Project, together with the Loan Agreement, are hereby pledged to secure all such payments, and in addition, for such other purposes as are more fully specified in the Indenture. 5. DESIGNATION OF TRUSTEE. CommerceAmerica Banking Company, jeffersonville, Indiana, is hereby designated as the corporate trustee under the Indenture and also as the paying agent and bond registrar for the Bonds. -4- 6. EXECUTION OF BONDS. The Bonds shall be executed in the manner provided in the Indenture and shall be delivered to the Trustee for proper authentication and delivery by the Trustee to the Managing Underwriter, with instructions to that effect, as provided in the Indenture. 7. MAYOR AND OTHER CITY OFFICIALS TO TAKE ANY OTHER NECESSARY ACTION. Pursuant to the Constitution and Laws of the State of Indiana, the Mayor, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to take any and all further action and to execute and deliver all other documents as may be reasonably necessary to effect the issuance and delivery of the Bonds. 8. LIMITED OBLIGATION. The Bonds shall not be a general obligation of the City but a limited obligation payable solely from the amounts payable under the Loan Agreement and other revenues of the Project. Neither the City, the State of Indiana nor any other political subdivision of the State shall be obligated to pay the principal of or interest on such Bonds or other costs incident thereto except from the revenues of the Project pledged therefor. Neither the faith and credit nor the taxing power of the City, the State or any political subdivision of the State is pledged to the payment of the principal of, or premium, if any, or interest on the Bonds or other costs incident thereto. 9. ELECTION TO ISSUE THE BONDS PURSUANT TO SECTION 144(a)(4) 0P T~u~ INTERNAL REVENUE CODE. The Mayor of the City is authorized to make an election to issue the Bonds in an amount in excess of $1,000,000 and not exceeding $10,000,000, pur- suant to Section 144(a)(4) of the Internal Revenue Code of 1986, as amended (the "Code"), and to file or cause to be filed the appropriate Statement of -5- Election and all other documents necessary to accomplish and perfect such election. The Mayor is entitled to rely upon information furnished by the Borrower in making such election unless the Mayor shall be aware of any fact or circumstance which would cause such State.cut of Election to be questioned. 10. COMPLL~NCE WITH FEDEt~L AKBITEAGE p~QUIREHENTS. The City has approved the covenant in the Indenture that sums derived from the proceeds of the Bonds shall not be invested in investments in a manner which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Code and the applicable Regulations thereunder. Prior to or at the time of delivery of the Bonds, the Mayor and/or the City Treasurer, who are Jointly and severally charged with the responsibil- ity for the issuance of the Bonds, are authorized to execute the appropriate certification with reference to the matters required and contemplated by the Code and the applicable Regulations, setting out all known and contemplated facts concerning the anticipated construction, expenditures and investments, including the execution of necessary and/or desirable certifications contem- plated by the Code and the applicable Regulations in order to assure that interest on the Bonds will be exempt from all federal income taxes and that the Bonds will not he treated as "arbitrage bonds% Such officers are entitled to rely upon information furnished by the Borrower in making such certifications and representations unless they, or either of them, shall be aware of any fact or circumstances which would cause such certifications or representations to be questioned. Notwithstanding anything herein to the contrary, neither the City nor any official of the City shall he liable for any act or omission of the City or such official, to the Borrower, the Trustee, or any owner of the Bonds -6- for failure to comply with any covenant or certifications herein made or made in any of the documents relating to the issuance of the Bonds and the Loan Agreement and the Indenture shall so provide. Il. PUBLIC APPROVAL REQUIREMENT- The enactment of this Ordinance shall be construed to constitute the public approval requirements of Section 147(f) of the Internal Revenue Code. 12. SEVERABILITY CLAUSE. If any section, paragraph, clause or provision of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions 13. CAPTIONS OF The captions of to be construed as part of way the scope or intent of 14. PROVISIONS hereof- CLAUSES. this Ordinance are for convenience only and are not this ordinance nor as defining or limiting in any the provisions hereof. IN CONFLICT REPEALED. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed- 15. EFFECTIVE DATE OF ORDINANCE. This Ordinance shall take effect from and after its enactment, adoption and approval. -7- GIVEN FIR: ~, SECOND AND THIRD p.~ADING8, ENACTED AND ADOPTED ON NOVEMBER 15, 1986. (Seal of City) CITY OF jEFFERSONVILLE, INDIANA Attest: Presented by me as City Clerk to the Mayor of said City of 1986. jeff er sony tile this /~day of November, ~~ ~~~. ~ Approved and signed by me this ff____~day of November, 1986. Certificate of City Cler~ I, C. Richard Spencer, Jr., hereby certify that I am the duly qualified and acting City Clerk of the City of jeffersonville, Indiana, that the foregoing Ordinance is a true copy of an Ordinance introduced and given first, second and third readings and duly enacted by the Common Counctl of said City, signed by the Mayor of said City, and attested under seal by me as City Clerk, at a properly convened meeting of said Common Council held on November 15, 1986, as shown by the official records in my custody and under my control, and that said ordinance appears as a matter of public record in the City Ordinance Book. I further certify that said meetings were duly held in accordance with all applicable requirements of Indiana law, that a quorUm was present at each of said meetings, that said ordinance has not been modified, amended, revoked or repealed, and that same is now in full force and effect. IN WITNESS WHEREOF, I hav~ehere~o_set ~_ha~8~~ City Clerk and the of the City this ~day o! movemoe£, (Seal of City)