HomeMy WebLinkAbout2007-OR-76
ORDINANCE NO. 2007-0R-:&
AN ORDINANCE AUTHORIZING (1) THE ISSUANCE, EXECUTION AND
DELIVERY OF THE CITY OF JEFFERSONVILLE, INDIANA ECONOMIC
DEVELOPMENT REVENUE NOTE, SERIES 2007 (NEW HOPE SERVICES,
INC. PROJECT) AND THE LOAN OF THE PROCEEDS THEREOF TO NEW
HOPE SERVICES, INC., AN INDIANA NON-PROFIT CORPORATION, TO
FINANCE A PORTION OF THE COSTS OF THE ACQUISITION OF AN
ECONOMIC DEVELOPMENT F ACILITY LOCATED WITHIN THE CITY OF
JEFFERSONVILLE, INDIANA; (II) THE EXECUTION AND DELIVERY OF
THE TAX COMPLIANCE AGREEMENT; AND (III) THE TAKING OF
OTHER ACTIONS IN RESPECT THERETO.
WHEREAS, the City of Jeffersonville, Indiana (the "City"), is a municipal corporation
and political subdivision of the State of Indiana, and by virtue of the constitution and laws of the
state, including Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented and
amended (the "Act"), is authorized and empowered, among other things, to (a) provide funds for
the acquisition, construction, installation and equipping of economic development facilities; (b)
issue its revenue bonds, including notes, for the purpose set forth herein; (c) secure such revenue
bonds by a pledge and assignment of revenues; and (d) enact this Ordinance (the "Note
Ordinance"), execute and deliver the Note, the Tax Compliance Agreement (all hereinafter
defined) and all other documents to be executed by it, upon the terms and conditions provided
therein; and
WHEREAS, the City proposes to issue, execute and deliver, together with New Hope
Services, Inc., an Indiana nonprofit corporation and a section 501(c)(3) corporation as defined
under the Internal Revenue Code of 1986, as amended (the "Company"), its Economic
Development Revenue Note, Series 2007 (New Hope Services, Inc. Project) in an amount not to
exceed $750,000 (the "Note"), and lend the proceeds of the Note to the Company to provide
funds to finance a portion of the cost of the acquisition of a one-story, approximately 10,370
square foot building (the "Project"), which initially will be used to provide adult daycare services
and a supplemental food program for women and infants, which Note prescribes the terms and
conditions under which the Company shall repay such loan; and
WHEREAS, it is determined by the City that the amount necessary to finance a portion of
the cost of the acquisition of the Project will require the issuance, execution and delivery of the
Note; and
WHEREAS, the Project will be used as an economic development facility within the
meaning of the Act; and
WHEREAS, the Common Council of the City (the "Common Council") has found and
determined, and does hereby confirm, that the property to be acquired in part with the proceeds
of the Note will lead to the creation and retention of jobs, increase business opportunities within
the City, and will be of benefit to the health and general welfare ofthe citizens of the City of
Jeffersonville, Indiana, and that the City, by assisting with the financing of the Project through
FI272:00FII :647790: I :LOUISVILLE
the issuance, execution and delivery of the Note, together with the Company, payable to the
order of 1st Independence Bank (the "Bank") will be acting in a manner consistent with and in
furtherance of the provisions of the Act; and
WHEREAS, the Jeffersonville Economic Development Commission has performed all
actions required of it by the Act preliminary to the adoption of this Ordinance and has approved
and forwarded to this Common Council the forms of the following documents to be dated on or
about the date of issuance ofthe Note:
1. This Note Ordinance;
2. The Note, from the Company and the City to and in favor of the Bank in the
original principal amount of $750,000; and
3. The Tax Compliance Agreement by and between the City and the Company.
(All such documents are collectively hereinafter referred to as the "Note Documents").
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF
THE CITY OF JEFFERSONVILLE, INDIANA, THAT:
Section 1. Determination of City. At a meeting open to the public held on November
28, 2007 by the Jeffersonville Economic Development Commission (the "Commission"), the
Commission adopted a certain resolution which incorporated a Report finding, among other
things, that the proposed financing will be of benefit to the health and general welfare of the
citizens of the City of Jeffersonville, Indiana and complies with the provisions of the Act. The
City hereby acknowledges the Commission's Report.
At a public hearing on November 28,2007 by the Commission pursuant to the provisions
of Indiana Code 36-7-12-24(a) and Section 147(f) of the Internal Revenue Code of 1986, as
amended (the "Code"), notice of publication of which was published in The Courier-Journal on
November 9, 2007 and The News and Tribune on November 11, 2007, being newspapers of
general circulation in the City of Jeffersonville, Indiana, the public was given the opportunity to
express their views for or against the Project, and no persons appeared nor were written
statements received either for or against the Project. The Common Council hereby
acknowledges the public hearing.
The City has received from the Commission the Resolution dated November 28, 2007
wherein the Commission found that the proposed financing will be of benefit to the health and
general welfare of the citizens of the City of Jeffersonville, Indiana and that the proposed
financing complies with the provisions of the Act, and further recommending this form of Note
Ordinance for approval by this Common Council.
Based upon the Resolution of the Commission, the City hereby finds and determines that
the financing approved by the Commission in its Resolution dated November 28,2007 will be of
benefit to the health and general welfare of the citizens of the City of Jeffersonville, Indiana.
2
FI272:00FII :647790: I :LOUlSVILLE
Section 2. Authorization and Issuance of the Note. It is hereby determined to be
necessary, and the City is authorized to issue, execute and deliver, together with the Company, as
provided and authorized herein and pursuant to the authority of the Act, an economic
development revenue note in a maximum principal amount not to exceed $750,000 designated as
"City of Jeffersonville, Indiana Economic Development Revenue Note, Series 2007 (New Hope
Services, Inc. Project)," the proceeds of which will be loaned to the Company to pay a portion of
the cost of the acquisition of the Project, which Project will be used as an economic development
facility within the meaning of the Act. Any additional costs of the Project will be paid for by the
Company. The Mayor and the Clerk-Treasurer are hereby authorized and directed to execute
and deliver the Note to or upon the order of the Bank, payment of which shall be made directly
to the Bank.
Section 3. Terms ofthe Note. The Note shall be as set forth by its terms and
specifically, shall (i) be in the principal amount not to exceed $750,000, (ii) be dated on or about
December ~, 2007, (iii) be executed at or prior to the date of closing by the manual or
reproduced facsimile signatures of the Mayor and Clerk-Treasurer ofthe City, (iv) bear interest
from the date thereof at the rates set forth in the Note, (v) be payable as to principal and interest
in installments as set forth in the Note, (vi) be subject to prepayment as provided therein; and
(vii) be payable through such medium and at such places as provided therein. In case any officer
whose signature or a facsimile thereof shall appear on the Note shall cease to be such officer
before the delivery of the Note, such signature or facsimile thereof shall nevertheless be valid
and sufficient for all purposes, the same as if he or she had remained in office until after that
time. The form of the Note submitted to this meeting, subject to appropriate insertions and
revisions consistent with this Note Ordinance, be and the same is hereby approved and
incorporated herein, and when the same shall be executed on behalf of the City by the
appropriate officers thereof shall represent the approved form of Note of the City.
THE NOTE AND THE INTEREST THEREON DO NOT AND SHALL NEVER
CONSTITUTE AN INDEBTEDNESS OF, OR A CHARGE AGAINST THE GENERAL
CREDIT OR TAXING POWER OF THE CITY, BUT ARE SPECIAL AND LIMITED
OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM REVENUES AND OTHER
AMOUNTS PLEDGED OR PROVIDED THEREFOR IN THE NOTE DOCUMENTS.
Forms of the Note Documents are before this meeting and are by this reference
incorporated in this Note Ordinance, and the Clerk-Treasurer is hereby directed to insert the
same into the minutes of the Common Council and to maintain the same on file.
Capitalized terms not otherwise defined herein shall have the meanings assigned to them
in the Note Documents.
Section 4. Execution of Note Documents. The Mayor and Clerk-Treasurer are
hereby authorized and directed to execute and deliver, on behalf of the City, the Note
Documents. The Mayor and Clerk-Treasurer are hereby authorized, without further approval of
this Common Councilor the Commission to approve such changes in the Note Documents as
may be permitted by the Act and approved by counsel for the City, such approval to be
conclusively evidenced by their execution and approval thereof.
3
FI272:00FII :647790: I :LOUlSVILLE
Section 5. General. The Mayor and Clerk-Treasurer and any other City officials be
and each hereby are authorized and directed, in the name and on behalf of the City, to execute
any and all agreements, documents, forms and instruments, including an Internal Revenue
Service Form 8038, perform any and all acts, approve any and all matters, and do any and all
things deemed by them, or either of them, to be necessary or desirable in order to carry out and
comply with the intent, conditions and purposes of this Note Ordinance (including the preambles
hereto and the documents mentioned herein), the Project, the issuance, execution and delivery of
the Note, and the securing of the Note under the Note Documents.
Section 6. Public Hearing. It is hereby declared and certified that by the adoption of
this Note Ordinance, the City by and through the Common Council, as its elected legislative
body, and by his approval and execution of this Note Ordinance the Mayor of the City, as its
elected chief executive officer, approve the Project and the issuance and delivery of the Note
after a duly held public hearing following reasonable public notice, all within the meaning of
Section 147(f) of the U. S. Internal Revenue Code of 1986, as amended (the "Code").
Section 7. Designation as "Qualified Tax-Exempt Obligations. The City hereby
certifies that it does not reasonably anticipate that the total principal amount of "qualified tax-
exempt obligations" within the meaning of Section 265(b)(3) of the Code which the City, or any
subordinate entity of the City, will issue during the 2007 calendar year, the calendar year during
which the Note will be issued, will exceed $10,000,000; and therefore the City hereby designates
the Note a "qualified tax-exempt obligation."
Section 8. Arbitrage Provisions. Subject to the obligations of the Company in the
Note and Tax Compliance Agreement, the City will use its best efforts to restrict the use of the
proceeds of the Note in such a manner so that the Note will not constitute an arbitrage bond
under Section 148 of the Code and the regulations prescribed under that section. The Mayor and
the Clerk-Treasurer of the City, or any other officer having responsibility with respect to the
issuance, execution and delivery of the Note, are authorized and directed, alone or in conjunction
with any of the foregoing, or with any other officer, employee or counsel of the City, to deliver
the Tax Compliance Agreement and any other certificate for inclusion in the transcript of
proceedings for the Note setting forth the facts, estimates and circumstances and reasonable
expectations pertaining to said Section 148 and regulations thereunder.
Section 9. Binding Effect. The provisions of this Note Ordinance and the Note
Documents to which the City is a party shall constitute a binding contract between the City and
the holder of the Note, and after issuance of the Note, this Note Ordinance shall not be repealed
or amended in any respect which would adversely affect the rights of the holder of the Note as
long as the Note or interest thereon remains unpaid.
Section 10. Note Documents Filed. Two copies of the Note Documents incorporated
into this Note Ordinance were duly filed in the office of the Clerk-Treasurer and are available for
public inspection in accordance with IC 36-1-5-4.
Section 11. No Personal Liability. No recourse under or upon any obligation,
covenant, acceptance or agreement contained in this Note Ordinance, or in the Note, the Tax
Compliance Agreement, or under any judgment obtained against the City or by the enforcement
4
FI27200FI 1647790: I :LOUISVILLE
of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute
or otherwise, or under any circumstances, shall be had against any member, director, or officer or
attorney, as such, past, present, or future, of the City, either directly or through the City, or
otherwise, for the payment for or to the City or any receiver thereof, or for or to any holder of the
note secured thereby, or otherwise, of any sum that may be due and unpaid by the City upon the
Note. Any and all personal liability of every nature, whether at common law or in equity, or by
statute or by constitution or otherwise, of any such member, director, or officer or attorney, as
such, to respond by reason of any act or omission on his or her part, or otherwise, for directly or
indirectly the payment for or to the City or any receiver thereof, or for or to any owner or holder
of the Note, or otherwise, of any such that may remain due and unpaid upon the Note hereby
secured or any of them, shall be expressly waived and released as a condition of and
consideration for the issuance, execution and delivery of the Note.
Section 12. No Debt or Tax Pledge. The Note shall not constitute a debt or pledge of
the faith and credit of the City, the State of Indiana or any political subdivision thereof, and the
holder or owner thereof shall have no right to have taxes levied by the City, the State of Indiana
or of any political subdivision, for the payment of the principal thereof or interest thereon.
Moneys raised by taxation shall not be obligated or pledged for the payment of principal of or
interest on the Note, and the Note shall be payable solely from the revenue and security interests
pledged for their payment as authorized by the Note Documents.
Section 13. Severability. If any section, paragraph or provision of this Note
Ordinance 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 Note Ordinance.
Section 14. Repeal of Conflicting Ordinances and Resolutions. All ordinances,
resolutions and orders, or parts thereof, in conflict with the provisions ofthis Note Ordinance
are, to the extent of such conflict, hereby repealed.
Section 15. Public Inspection. A copy of the Tax Compliance Agreement and the
form of the City of Jeffersonville, Indiana Economic Development Revenue Note, Series 2007
(New Hope Services, Inc. Project) is available for public inspection upon request to the Clerk-
Treasurer of the City.
Section 16. Compliance with Open Door Law. It is hereby determined that all formal
actions of the Common Council relating to the adoption of this Note Ordinance were taken in an
open meeting of the Common Council, that all deliberations of the Common Council and of its
committees, if any, which resulted in formal action, were in meetings open to the public, and that
all such meetings were convened, held and conducted in compliance with applicable legal
requirements, including Indiana Code 5-14-1.5, et seq., as supplemented and amended.
Section 17. Effective Date. This Note Ordinance shall be in full force and effect upon
compliance with Indiana Code 36-4-6 et seq.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
5
F127200FII :647790: I :LOUISVILLE
. . .
Presented by me to the Mayor of the City of Jeffersonville, Indiana this 3 u{ day of
December, 2007 at g! i() Cv .m.
Q (~
peggrader, Clerk-Treasurer
City of Jeffersonville, Indiana
Robert L. Waiz,
City of Jefferson
Jeffersonville, Indiana
~roved and signed by me, Robert L. Waiz, May
this ~ day of December, 2007 at ~/ -4-- .
--"
ATTEST:
,
LUtMl~
Pegg der, Clerk-Treasurer
City of Jeffersonville, Indiana
6
F127200FII :647790: I :LOUlSVILLE
... .. . .
COUNTY OF CLARK
)
)
)
SS:
STATE OF INDIANA
I, Peggy Wilder, Clerk-Treasurer of the City of Jeffersonville, Indiana, do hereby certiy
the above and foregoing is a full, true ~y.d complete copy of Ordinance No. {fi?o7/ob 77
passed by the Common Council on the L ~ay of December, 2007, by a vote of 5' tYES and
6 NAYS, which was signed by the Mayor of the Common Council on the iq"u day
of December, 2007 and was approved and signed by the Mayor on the '3 day of
December, 2007, and now remains on file and on record in my office.
WITNESS my hand and official seal of the City of Jeffersonville, Indiana this _ day
of December, 2007.
~ u2;!A.t2
Pegg ~der, Clerk-Treasurer
City of Jeffersonville, Indiana
FI272:00FII :647790: I :LOUlSVILLE