HomeMy WebLinkAbout2008-OR-61ORDINANCE NO. ~ ~OQCY-a iZ- ~ 1
AN ORDINANCE OF THE CITY OF JEFFERSONVILLE, INDIANA,
AUTHORIZING THE ISSUANCE OF ITS CAPITAL DEVELOPMENT
TOURISM FUND REVENUE BOND, SERIES 2005; AUTHORIZING THE
SOLICITATION OF COMPETITIVE BIDS FOR THE PURCHASE OF
THE BOND; AUTHORIZING THE EXECUTION AND DELIVERY ON
BEHALF OF THE CITY OF A PLEDGE AGREEMENT BETWEEN THE
CITY AND THE CLARK-FLOYD COUNTIES CONVENTION AND
TOURISM BUREAU, IN ORDER TO PROVIDE SECURITY AND A
SOURCE OF PAYMENT FOR THE BOND; AND TAKING OTHER
RELATED ACTION.
WHEREAS, Indiana Code (hereinafter cited as "IC") 6-9-3-5 estabhshes a separate fund
to be known as the Capital Development Tourism Fund (the "Tourism Fund") to be funded from
a portion of the proceeds of the hotel room tax imposed in Clark and Floyd Counties pursuant to
IC 6-9-3-4 and to be used by the Board of Managers (the "Boazd of Managers") of the Clazk-
Floyd Counties Convention and Tourism Bureau (the "Tourism Bureau") only Co pay the
principal and interest due on bonds issued by either of such counties or by any political
subdivision located therein, in order to finance projects to promote tourism or to refund bonds
previously issued for such a purpose. IC 6-9-3-6(a) authorizes the Boazd of Managers to enter
into an agreement under which any amounts previously deposited in, or to be deposited in, the
Tourism Fund are pledged to the payment of such bonds. Under IC 6-9-3-6(b) [he Indiana
General Assembly covenants with the purchasers of those hoods that, as long as the principal of,
or interest on, any of the bonds is unpaid, IC 6-9-3 w[ll not be repealed or amended in any
manner that will adversely affect the imposition or collection of that portion of the [ax imposed
by IC 6-9-3 that is dedicated to the Tourism Fund, will not be amended in any manner that will
reduce the amount of tax revenues dedicated to the Tourism Flmd, and will not be amended in
any manner that will change the purpose for which money dedicated to the Tourism Fund may be
used; and
WHEREAS, the Town Council of the Town of Clazksville, Indiana has heretofore issued
and has outstanding revenue bonds payable from the Tourism Fund, designated "Town of
Clarksville, Indiana Capital Development Tourism Fund Revenue Bonds, Series 2002 (Lewis
and Clazk Bicentennial Plaza Project)," dated as of May 30, 2002, with an annual payment in the
amount of $72,793.58 and maturing annually over a period ending May 30, 2012 (the "2002
Bonds', wltich bonds constitute a chazge upon the net Tourism Fund; and
WHEREAS, the Common Council of the City of Jeffersonville, Indiana has heretofore
issued and has outstanding revenue bonds payable from the Tourism Fund, designated "City of
Jeffersonville, Indiana Capital Development Tomism Revenue Bonds, Series 2003 (Floating
Stage Project)" dated September 2, 2003, with an annual payment in the amount of $59,208.36
and maturing annual over a period ending September 2, 2013 (the " 2003A Bonds"), which bonds
constitute a chazge upon the net Tourism Fund; and
WHEREAS, [he Common Council of the City of New Albany, Indiana (the "Cit}'') has
heretofore issued and has outstanding revenue bonds payable from the Tourism Fund, designated
"City of New Albany, Indiana Capital Development Tourism Fund Revenue Bonds, Series 2003
(Ampitheater Project)," dated as of December 23, 2003, with an annual payment in the amount
of $59,208.36 and maturing annually over a period ending December 23, 2013 (the "2003B
Bonds', which bonds constitute a charge upon the net Tourism FLnd; and
WHEREAS, the Common Council of the City of New Albany, Indiana has heretofore
issued and has outstanding revenue bonds payable from the Tourism Fund, designated "City of
New Albany, Indiana Capital Development Tourism Fund Revenue Bonds, Series 2006 (IU
Southeast Recreation Project)," dated as of December 29, 2006, with an annual payment in the
amount of $64,416.11 and maturing annually over a period ending December 29, 2011 (the
"2006 Bonds"), which bonds constitute a charge upon the net Tourism Fund (collectively, the
2000 Bonds, the 2003A Bonds, the 2003B Bonds and the 2006 Bonds, the "Prior Bonds"); and
WHEREAS, by its Resolution, the Common Counci] of the City requested funding from
the Tourism Bureau for a project to promote tourism (hereinafter referred to as the "Project") as
more particulazly described in Exhibit A attached hereto; and
WHEREAS, on September 17, 2008, the Board of Managers of the Tourism Bureau
adopted a resolution committing an amount equal to the annual principal and interest payments
on the Bonds per year from the Tourism Fund to the payment of bonds [o be issued by the City to
finance a portion of the costs of the Project; and
WFIEREAS, the, Common Council now desires to authorize the issuance and sale of
revenue bonds of the City, as hereinafter provided, payable from the amounts pledged therefor
by the Tourism Bureau from the Tourism Fund, in accordance with the provisions of applicable
law, including particularly IC 6-9-3-5 and 6 and IC 36-4-6-19, for the purpose of financing a
portion of the costs of the Project.
NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of
Jeffersonville, Indiana, as follows:
1. Public Puruose. The Common Council hereby finds, determines, and declares that
the Project will be in the best interests of the welfare of the citizens of the City and surzounding
area, will promote economic deve]opment through increased tourism, and will provide
educational, cultural, and recreational facilities for the use and enjoyment of the public. The
Common Council bother finds that it will be in the best interests of the citizens of the City to
finance a portion of the costs of the Project through the issuance of revenue bonds of the City as
hereinafter provided.
2. Authorization of Bond: Terms of Bond. There is hereby authorized the issuance and
sale of a revenue bonds of the City to be designated "City of Jeffersonville, Indiana, Capital
Development Tourism Fund Revenue Bond, Series 2008 (Howard Steamboat Museum and
Greenway Project) (the "Bond") for the purpose of financing a portion of the costs of the Project.
The Bond shall be issued as a single fully registered bond in registered forrn; shall be
dated the date of its delivery to the original purchaser thereof; shall be payable solely from and
seemed solely by the amounts pledged to such payment pursuant to the Pledge Agreement
hereinafter authorized; shall be in the principal amount of Two Hundred Sixty Thousand Dollazs
($260,000); shall bear interest at a rate, not in excess of eight percent (8%) per annum,
established pwsuant to the solicitation of competitive bids for the purohase of the Bond as
hereinafter provided; shall be payable in ten (]0) equal annual installments of principal and
interest payable on each anniversary of the date of the initial delivery of and payment for the
Bond, commencing on such date in 2009 and continuing to and including such date in 2018, or
until the entire principal amount thereof together with accrued interest thereon has been paid,
except as the provisions hereinafter set forth with respect to prepayment prior to maturity may be
and become applicable thereto; and shall be substantially in the form attached hereto as Exhibit
B, with such appropriate changes, deletions, and additions, if any, as shall be approved by the
Mayor and Clerk-Treaswer.
The Bond shall be executed in the name and on behalf of the City by the roanual
signatwe of the Mayor of the City and the official seal of the City shall be impressed thereon and
attested by the manual signatwe of the Clerk-Treasurer of the City (the "Clerk-Treasurer").
The Bond shall be subject to prepayment at any time, at the option of the City, in whole
or in part (any partial prepayments of principal to be applied in inverse order of maturity against
the installments of principal otherwise due thereunder), without prepayment premium or penalty,
together with interest accrued on the principal amount prepaid to the date of prepayment. Any
such prepayment shall be made upon at ]east ten (10) days prior written notice thereof,
specifying the proposed date of prepayment, given by the City by certified mail to the registered
owner of the Bond at his address appearing on the Bond Register hereinafter mentioned.
3. Reeistraz and Pavine Agent. The Clerk-Treaswer is hereby authorized to serve as or
to appoint a qualified financial institution to serve as the Registrar and the Paying Agent for the
Bonds (the "Registraz" or the "Paying Agent"). The Registrar is hereby chazged with the
responsibility of authenticating the Bonds. The Clerk-Treaswer is hereby authorized to enter
into such agreements or understandings with such institution as wiU enable the institution to
perform the services required of the Registraz and the Paying Agent. The Clerk-Treaswer is
further authorized to pay such fees as the institution may chazge for the services it provides as
the Registrar and the Paying Agent and such fees may be paid from the Sinking Fund established
to pay the principal of and interest on the Bonds as fiscal agency charges.
All payments of interest on the Bonds shall be paid by check mailed one business day
prior to the interest payment date to the registered owners thereof as of the fifteenth (15th) day of
the month preceding the interest payment date (the "Record Date") at [he addresses as they
appear on the registration and transfer books of the City (the "Registra5on Record") kept for that
purpose by the Registrar (as hereinafter defined). Each registered owner of $1,000,000 or more
in principal amount of Bonds shall be entitled to receive interest payments by wire transfer by
providing written wire instructions to the Paying Agent (as hereinafter defined) before the
Record Date for any payment. All principal payments and premium payments, if any, on the
Bonds shall be made upon surrender thereof at the principal office of the Paying Agent, in any
coin or currency of the United States of America, which on the date of such payment shall be
legal tender for the payment of public and private debts.
The Clerk-Treasurer shall maintain a register for the Bond (the "Bond Register") in
which the Clerk-Treasurer shall register the name and address of the registered owner of the
Bond from time to time. The Ciry shall treat the registered owner of the Bond as the absolute
owner thereof for the purpose of receiving payment of or on account of principal and interest and
for all other purposes. The City shall not be affected by any notice to the contrary.
4. Transfer and Exchan¢e of Bonds. Each Bond shall be transferable or
exchangeable only upon the books of the City kept for that purpose at the principal corporate
trust office of the Registrar by the registered owner in person, or by its attorney duly authorized
in writing upon surrender of such Bond together with a written instrument of transfer or
exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly
authorized in writing and thereupon a new fully registered Bond or Bonds in an authorized
aggregate principal amount and of the same maturity, shall be executed and delivered in the
name of the transferee or transferees or the registered owner, as the case may be, in exchange
therefor. The costs of such transfer or exchange shall be borne by the City except for any tax or
governmental chazge required to be paid with respect to the transfer or exchange, which taxes or
governmental charges are payable by the person requesting such transfer ox exchange. The City,
Registrar and Paying Agent for the Bonds may treat and consider the person in whose name such
Bonds are registered as the absolute owner thereof for all purposes, including for the purpose of
receiving payment of, or on account of, the principal thereof and interest due thereon.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent
upon giving 30 days' notice in writing to the City and by first class mail to each registered owner
of the Bonds then outstanding and such resignation will take effect at the end of such 30-day
period or upon the earlier appointment of a successor registrar and paying agent by the City.
Any such notice to the City may be served personally or sent by registered mail. The Registrar
and Paying Agent may be removed at any time as Registrar and Paying Agent by the Ciry, in
which event the City may appoint a successor registrar and paying agent The City shall notify
each registered owner of the Bonds then outstanding by first-class mail of the removal of the
Registrtraz and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to be
given when mailed by first-class mail to the addresses of such registered owners as they appear
on the registration books kept by the Registrar.
Upon the appointment of any successor registraz and paying agent by the City, the Clerk-
Treasurer is authorized and directed to enter into such agreements and understandings with such
successor registrar and paying agent as will enable the institution to perform the services
required of a registraz and paying agent for the Bonds. The Clerk-Treasurer is further authorized
to pay such fees as the successor registrar and paying agent may charge for the services it
provides as registrar and paying agent and such fees may be paid from the Sinking Fund
established to pay the principal of and interest on the Bonds and fiscal agency charges. Any
predecessor registrar and paying agent shall deliver al] of [he Bonds and any cash or investments
in its possession with respect thereto, together with the registration books, to the successor
registrar and paying agent.
If the Bond is mutilated, lost, stolen, or destroyed, the City may execute and deliver to the
registered owner thereof a replacement Bond of the same principal amount as the outstanding
principal amount of the Bond so mutilated, lost, stolen, or destroyed; provided that in the case of
the mutilation of the Bond, the mutilated Bond shall first be surrendered to the City, and in the
case of the loss, theft, or destruction of the Bond there shall first be famished to the City
satisfactory evidence and indemnity respecting such loss, theft, or destmetion. If the Bond shall
be about to be paid or prepaid in full, the City may make such payment on the due date or
prepayment date without issuing a replacement Bond. The City may charge the owner of the
Bond the reasonable fees and expenses of the City in providing a replacement Bond.
The Bond and the interest thereon shall not constitute a general obligation or
indebtedness of the City and will not be a charge against the general credit or taxing power of the
City but will be a limited obligation of the City payable solely from and secured solely by the
amounts pledged to such payment under the Pledge Agreement.
5. Authorization of Pledge Agreement. The Mayor and the Clerk-Treasurer aze hereby
authorized and directed to enter into with the Board of Managers of the Tourism Bureau and to
execute and deliver on behalf of the City a Pledge Agreement dated the date of delivery of the
Bond (the "Pledge Agreement"), whereby the Board of Managers will agree pursuant to IC 6-9-
3-6(a) that up to an amount equal to the annual principal and interest payments on the Bonds per
year of the amounts deposited in, or to be deposited in, the Tomism Pund, on parity with those
outstanding Prior Bonds, described herein, along with any bonds to be issued on panty herewith
aze pledged to the payment of the principal of and interest on the Bond and shall be paid by the
Board of Managers duectly to the registered owner of the Bond by check or draft of the Tourism
Bureau mailed or delivered to such owner at his address appearing on the Bond Register as and
when the installments of principal and interest payable on the Bond become due. The Pledge
Agreement shall be substantially in the form attached hereto as Exhibit C, with such appropriate
changes, deletions, and additions, if any, as the Mayor shall approve, as conclusively evidenced
by his execution and delivery thereof.
6. Sale of Bond. In accordance with IC 5-1-11, 5-3-I, and 36-4-6-19, the Clerk-
Treasurer is hereby authorized and directed to arrange for the public sale of the Bond through the
solicitation of competitive bids. The Clerk-Treasurer shall, with the assistance of the City
Attorney and Bond Counsel hereinafter designated, prepare a Notice of Bond Sale inviting bids
for the purchase of the Bond at par and which bids shall specify a proposed interest rate which
the Bond shall beaz but not in excess of eight percent (8%) per annum. The Notice of Bond Sale
shall state that the Clerk-Treasurer will receive such bids in her office not later than 11:00 a.m.,
E.D.T., on the date selected for sale. At such time and date, the Clerk-Treasurer shall open and
publicly read all the bids timely received for the purchase of the Bond. The Clerk-Treasurer shall
then tabulate, compare, and analyze all the bids received to determine whether each bid conforms
to the requirements of the Notice of Bond Sale and shall determine which of the conforming bids
appears to be the best bid specifying the lowest rate of interest to be borne by the Bond. The
Clerk-Treasurer, based on advice of the financial advisor shall awazd the Bond purchase to the
best bid specifying the lowest rate of interest to be borne by the Bond and awarding the Bond to
such bidder.
The Notice of Bond Sale shall state that no official statement or other comprehensive
disclosure document will be prepared and distributed with respect t the Bond, as the offering of
the Bond is intended to be a limited placement exempt from Rule 15c2-12 of the U.S. Securities
and Exchange Commission. As a condition to the delivery of the Bond, the purchaser of the
Bond must execute and deliver to the City and the Tourism Bureau at the time of initial issuance
of the Bond a eertiScafion (the "Investment Letter's that the purchaser (i) has such knowledge
and experience in financial matters that it is capable of evaluating the merits and risks of its
investment in the Bond and that it is not purchasing the Bond for more than one account or with
a view to distributing the Bond or offering the Bond (or any participation or interest therein) for
sale to any other person, (ii) acknowledges that no official statement or other comprehensive
discloswe document has been prepazed and distributed with respect to the Bond, as the offering
of the Bond is intended to be a limited placement exempt from said Rule 15c2-12, (iii) has
requested and received from the City and the Tourism Bweau all such information as the
pwchaser has deemed material to its decision to pwchase the Bond, and (iv) understands thzt no
application has been made for the assignment of a CUSIP identification number to the Bond nor
has application been made to any credit rating agency for the assignment of a credit mting for the
Bond.
In accordance with LC 53-1, the Clerk-Treasurer shall publish the Notice of Bond Sale,
two (2) times, at ]east one week apart, with the fast publication made at least fifteen (15) days
before the date of the sale of the Bond as specified above and the second publication made at
least three (3) days before such date, each such publication to be made in the New Albauv
Tribune.
7. Delivery and Payment for the Bond Disbwsement of Bond Proceeds. As soon as
practicable following the sale of the Bond as provided in Section 4 above, the Clerk-Treaswer
shall arrange for the delivery of the Bond to the purchaser thereof upon payment to the Clerk-
Treasurer of the pwchase price specified in such bid. Together with the Bond, and as conditions
to the delivery thereof and payment therefor, there shall be delivered to the pwchaser (i) the
customary closing certificate of the City, certifying the incumbency of the Mayor, the Clerk-
Treaswer and the Clerk-Treasurer whose signatwes appeaz on the Bond and that no litigation is
pending or threatened affecting the validity or payment of the Bond, (ii) a certificate of the
Clerk-Treaswer that on the basis of the facts, estimates, and circumstances in existence on the
date of the delivery of and payment for the Bond it is not expected that the proceeds of the Bond
will be used in a manner that would cause the Bond to bean "azbitrage bond" within the meaning
of Section 148(a) of the Internal Revenue Code of 1986 (the "Code's and the regulations
thereunder, (iii) a receipt of the Clerk-Treasurer showing that the pwchase price of the Bond has
been received by the City, and (iv) the opinion of Bond Counsel as to the validity of the Bond
and the exclusion of the interest on the Bond from gross income for Federal income tax
purposes, if applicable, and the exemption of the Bond and the interest thereon from taxa5on in
the State for all purposes except the state inheritance tax and the state franchise tax on financial
institutions, if applicable. The Clerk-Treaswer shall receive from the purchaser, together with the
pwchase price for the Bond, the purchaser's receipt for the delivery of the Bond and the
Investment Letter. The Clerk-Treaswer shall forthwith report the proceedings for [he sale of the
Bond [o the Common Council.
Immediately upon receipt of the proceeds from the sale of the Bond, the Clerk-Treaswer
shall pay or reimbwse from such proceeds the costs of issuance of the Bond, including the costs
of publication of the Notice of Bond Sale and the fees and disbwsements of Bond Counsel and
the City Attorney. The Clerk-Treasurer shall deposit the remaining proceeds from the sale of the
Bond, after the payment or reimbwsement of the costs of issuance of the Bond, into a special
account held by the Clerk-Treasurer as part of the treasury of the City and entitled the "2008
Towism Project Fund" (the "Project Fund").
The Clerk-Treasurer shall disburse amounts on deposit in the Project Fund, including
investment earnings therein derived from the investment of amounts on deposit in the Project
Fund in accordance with IC 5-13-1, to pay, or to reimburse the City for the payment of, costs and
expenses of the Project, and any related costs or professional fees. The Clerk-Treasurer shall
require of the payees appropriate invoices for the costs paid or reimbursed from the proceeds of
the Bond and shall file such invoices among the records of his office.
8. No Personal Liability. No member of the Common Council or any other officer or
employee of the City, including any person executing the Bond, shall be liable personally on the
Bond or be subject to any persona] liability for any reason relating to the issuance or sale of the
Boud.
9. Arbitraee Covenants. The City hereby covenants with the holders of the Bond from
time to time that the City will make no use of the proceeds of the Bond, or of any other funds
which may be deemed to be proceeds of the Bond pursuant to Secton 148(a) of the Code and the
regulafions thereunder which, if such use had been reasonably expected on the date of issuance
of the Bond, would have caused the Bond to bean "arbitrage bond" within the meaning of such
Section and regulations, and the City will comply with the requirements of such Section and
regulations so long as the Bond shall remain outstanding. The City further covenants with the
holders from time to time of the Bond that the City will determine the amounts, if any, required
to be rebated to the United States with respect to the Bond pursuant to Section 148(1) of the Code
and the regulations thereunder and will rebate such amounts at the times and in the manner
provided hr such Section.
]0. Private Business Use Limitation. To assure that interest on the Bond will be and
remain excludable from gross income for Federal income tax purposes, the City represents and
covenants, for the benefit of and reliance on by the holders of the Bond from time to time, that
no property acquired with the proceeds of the Bond shall be used directly or indirectly in a trade
or business carried on by a natural person or in any activity carried on by a person other than a
natural person, excluding, however, use by a state or local government unit and use as a member
of the general public, unless the City has received an opinion of counsel that such use will not
cause the interest on the Bond to be includable in gross income for Federal income tax purposes.
I1. Pavment of the Bond. The City shall, but only from the amounts pledged therefor
under the Pledge Agreement, punctually pay or cause to be paid pursuant to the Pledge
Agreement the principal of and interest on the Bond at the times and in the manner provided in
this ordinance and in the Bond.
12. Defaults and Remedies. Upon the failure of the City to pay or cause to be paid the
principal of or the interest on the Bond as and when the same shall become due, or upon the
failure of the City to comply with any other obligation on its part contained in this ordinance, the
holder of the Bond may enforce his rights by any one or more of the following remedies:
A. Declaze the entire principal of and accrued interest on the Bond to be
immediately due and payable;
B. Bring action upon the Bond:
C. Commence judicial proceedings to enforce this ordinance or the
Pledge Agreement; and
D. Pursue any other available remedy to enforce payment of the Bond
or compliance by the City with any of its other obligations contained in this ordinance,
including without limitation mandamus.
None of the remedies specified above is intended to be exclusive of any other remedy
available at law or in equity, but each and every such remedy shall be cumulative and shall be in
addition to any other remedy available to the holder of the Bond hereunder or now or hereafter
existing by law. In case the holder of the Bond shall have proceeded to enforce any right under
this ordinance or under the Bond and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been deterrnined adversely, then and in every such case
the City and the holder of the Bond shall be restored to their former positions and rights
hereunder as if no such proceedings had been taken. No delay or omission to exercise any
remedy hereunder or under the Bond shall impair any such remedy of the holder of the Bond or
shall be constmed to be a waiver of any such remedy, and any such remedy may be exercised
from time to time and as often as may be deemed by the holder of the Bond to be expedient.
13. Payments Due on Saturdays Sundays. and Holidays. In any case where the specified
due date of the principal of or interest on the Bond shall be a Saturday, Sunday, or a legal
holiday in the State or a day on which banking institutions in the State aze authorized by law to
be closed for business, the payment of such interest or principal may be made on the next
succeeding day not a Saturday, Sunday, legal holiday, or day on which banking institutions in the
State aze authorized by law to be closed for business, and if such payment is made on such next
succeeding day, no interest thereon shall accrue for the period after such specified due date.
14. Anpointment of Bond Counsel. The law firm of Barnes & Thornburg LLP,
Indianapolis, Indiana, is hereby appointed as Bond Counsel to the City in connection with the
authorizatioq issuance, and sale of the Bond. Darren Wilder, Esq., City Attorney, is hereby
appointed as counsel to the City in connection with the authorization, issuance, and sale of the
Bond and is hereby authorized and directed to assist Bond Counsel in all matters relating to the
authorizatioq issuance, and sale of the Bond.
15. Further Acts and Deeds. The Common Council, the Clerk-Treasurer, the Ciry
Attorney, and other appropriate officers and employees of the City are hereby authorized and
directed to execute, acknowledge, and deliver such other instruments and papers and to take such
other actions as may be necessary or desirable to effect the authorization, issuance, and sale of
the Bond in accordance with the provisions of this ordinance.
16. Severability. The provisions of this ordinance are severable, and if any section,
phrase, or provision hereof shall for any reason be declazed invalid or unenforceable, such
declaza6on shall not affect the validity of the remainder of this ordinance.
77. Prior Conflicting Actions Superseded. To the extent that any ordinance, resolution,
order, or part thereof is in conflict with the provisions of this ordinance, the provisions of this
ordinance shall prevail and be given effect.
]8. Ordinance as Contract with Bondholders. The provisions of this ordinance shall
constitute a contract between the City and the registered owner from time to time of the Bond,
and after the issuance of the Bond no amendment of any kind to the provisions of this ordinance
affecting the rights and remedies of such registered owner shall be made in any manner until the
Bond shall have been paid in full or until the then registered owner of the Bond shall have
consented to such amendment in writing. Any such consent of a registered owner of the Bond
shall bind all subsequent holders of the Bond from time to time.
19. Effective Date. This ordinance shall be in full force and effect from and after its
adoption.
ADOPTED this ~ day of November, 2008.
COMMON COUNCIL OF THE CITY OF
JEFFERS MLLE, DIANA
(SEAL)
P eliding Officer
Attest:
a eJ
Clerk- surer
Presented by me to the Mayor of the City of Jeffersonville, Indiana, on the ~ day of
November, 2008, at _ .m.
i
OoycJ. /. ),/~it~
Clex asurer
Presented to and approved by me, the Mayor of the City of Jeffersonville, Indiana, and
signed this ~~ day of November, 2008, at .m.
w ~
omas Galligan, y~
]0
SCHEDULE OF EXHIBITS
Description of Project ........................................................................................................Exhibit A
Form of Bond .....................................................................................................................Exhibit B
Form of Pledge Agreement ................................................................................................Exhibit C
11
EXIIIBIT A
DESCRIPTION OF PROJECT
[See Attached]
A-]
EXHIBIT A
DESCRIPTION OF PROJECT
The project consists of two (2) sepazate tourist destination sites which will enhance the
tourism for the City of Jeffersonville and surrounding azea. The two (2) sites consist of:
1) The rehabilitation and improvement of the fire protection system at the Howazd
Steamboat Museum.
2) Construction of a pedestrian access to the Big 4 Bridge.
A-2
EXHIBIT B
FORM OFBOND
[See Attached]
B-1
No.
EXHIBIT B
(FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF INDIANA
COUNTY OF CLARK
CITY OF JEFFERSONVILLE
CAPITAL DEVELOPMENT TOURISM FUND REVENUE BOND,
SERIES 2008
(HOWARD STEAMBOAT MUSEUM AND GREENWAY PROJECT)
Dated December , 2008
Registered Owner:
Amount: Two Hundred Sixty Thousand Dollars ($260,000.00)
THE CITY OF JEFFERSONVILLE (the "City"), a municipal corporation and political
subdivision of the State of Indiana (the "State"), hereby promises to pay (but only from the
sources heteinafter mentioned) to or registered
assigns, the principal sum of Two Hundred Sixty Thousand Dollars ($260,000.00) and interest at
the mte of percent (%) per annum on the unpaid balance of such principal
sum from time to time outstanding hereunder, payable in ten (10) equal annual installments of
principal and interest amount of Dollars ($~ each, on the
1st day of in each year, commencing January 1, 20_ and continuing to and
including January 1, 20_ or until the entire principal sum hereof Together with accrued interest
thereon has been paid, except as the provisions hereinafter set forth with respect to prepayment
prior to maturity maybe and become applicable hereto.
The principal of and interest on this bond are payable from the amounts pledged to such
payment under a Pledge Agreement of even date herewith (the "Pledge Agreement") made
pursuant to Indiana Code (hereinafter cited as "IC's 6-93-6(a) by and between the City and the
Boazd of Managers of the Clark-Floyd Counties Convention and Tourism Bureau (the "Tourism
Bureau"), a special funds boazd of managers created under IC 6-93-1. The principal of and
interest on this bond are payable by check or draft of the Tourism Bureau mailed or delivered to
the person in whose name this bond is registered as shown on the bond register maintained by
the Clerk-Treasurer of the CiTy (the "Bond Register"). Principal of and interest on this bond aze
payable in lawful money of the United States of America.
This bond is issued pursuant to an ordinance of the City duly adopted on
2008 (the "Bond Ordinance") and pursuant to the applicable laws of the State,
B-2
including particularly IC 6-9-3-5(b) and 36-4-6-19, for the purpose of financing a portion of the
costs of a project to promote tourism (hereinafter referred to as the "ProjecP').
This bond and the interest hereon do not constitute a general obligation or indebtedness
of the Ciry but are a limited obligation of the City payable solely from and secured solely by the
amounts pledged to such payment under the Pledge Agreement on a pro rata basis with the Prior
Bonds, as defined in the Ordinance or bonds to be issued on a parity therewith. The Bond
Ordinance and the Pledge Agreement are on file in the office of the Clerk-Treasurer of the City
and are available there for inspection. Reference is hereby made to the Bond Ordinance and the
Pledge Agreement for a complete description of the security and source of payment for this bond
and the fight of the registered owner of this bond to enforce payment thereof. Acceptance of the
terms and conditions of the Bond Ordinance and the Pledge Agreement is an explicit and
material part of the consideration for the City's issuance of this bond, and each holder hereof by
acceptance of this bond hereby assents to all of said terms and conditions.
This bond is subject to prepayment at any time, at the option of the City, th whole or in
part (any partial prepayments of principal to be applied in inverse order of maturity against the
installments of principal otherwise due hereunder), without prepayment premium or penalty,
together with interest accrued on the principal amount prepaid to the date of prepayment. Any
such prepayment shall be made upon not less than ten (]0) days prior written notice thereof,
specifying the proposed date of prepayment, given by the City by certified mail to the registered
owner hereof at his address appearing on the Bond Register.
This bond is transferable, but only upon the Bond Register by the registered owner hereof
in person or by his attomey duly authorized in writing upon the surrender of this bond, together
with a written instrument of transfer satisfactory to the Clerk-Treasurer of the City duly executed
by the registered owner or the owner's attomey duly authorized in writing, and also together with
an Investment Letter in a form reasonably satisfactory to the City and the Tourism Bureau, upon
the advice of counsel, and thereupon a replacement bond in fully registered form and in the same
principal amount as the outstanding principal amount of the bond so surrendered shall be issued
to the transferee in exchange therefor.
No recourse shall be had for the payment of the principal of or interest on this bond or for
any claim based hereon against any elected official, officer, or employee of the City, either
directly or through the City, under any constitutional provision, statute, or rule of law, or by the
enforcement of any assessment or any legal or equitable proceeding or otherwise, all such
liability of such elected officials, officers, and employees being released as a condition of and as
an explicit and material part of the consideration for the issuance of this bond.
Al] acts, conditions, and things required by the Constitution and laws of the State to
happen, exist, and be performed precedent to and in the issuance of this bond have happened, do
exist, and have been performed as required.
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IN WITNESS WHEREOF, the City has caused this bond to be executed in its name by
the Mayor and attested by its Clerk-Treasurer, and its official seal to be impressed hereon, all as
of the date shown above.
CITY OF JEFFERSONVILLE, INDIANA
(SEAL)
Attest:
Mayor
Clerk-Treasurer
please insert Cax identification
number of assignee
ASSIGNMENT
For value received the undersigned hereby sells, assigns, and transfers the within bond
unto nlease print
or typewrite name and address including zip code of assignee and does hereby
irrevocably constitute and appoint ,Attorney, to transfer said bond on [he within-
mentioned Bond Register with full power of substitution in the premises.
Signature Guazanteed:
NOTE:Signature(s) must
be guazan[eed by a member
f rm of The New York Stock
Exchange or a commercial
bank or trust company.
NOTE: The signature to this
assignment must correspond
with the name as i[ appears
upon the face of the within
bond in every particular,
without alteration or
enlargement or any change
whatsoever.
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EXHIBIT C
FORM OF PLEDGE AGREEMENT
[See Adached]
G1
$260,000
CITY OF JEFFERSONVILLE, INDIANA
CAPITAL DEVELOPMENT TOURISM FUND REVENUE BONDS,
SERIES 2008
FORM OF PLEDGE AGREEMENT
THIS AGREEMENT is dated and made as of December _, 2008, by and between the
CITY OF JEFFERSONVILL$ INDIANA (the "City"), a municipal corporation and political
subdivision of the State of Indiana, and the BOARD OF MANAGERS OF THE CLARK-
FLOYD COUNTIF,S CONVENTION AND TOURISM BUREAU (the "Tourism Buread~, a
special funds boazd of managers created under the Indiana Code (hereinafrer cited as "IC") 6-9-
3-1.
Recitals
A. IC 6-9-3-5 establishes a separate fund to be (mown as the Capital Development
Tourism Fund (the "Tourism Fund's to be funded from a portion of the proceeds of the hotel
room tax imposed by the Board of Managers (the `Boazd of Managers") of the Tourism Bureau
only to pay the principal and interest due on bonds issues by either of such counties or by any
political subdivision Located therein, in order to finance a project to promote tourism or to refund
bonds previously issued for such a purpose. IC 6-9-3-6(a) authorizes the Boazd of Managers to
enter into an agreement under which any amounts previously deposited in, or to be deposited in,
the Tourism end are pledged to the payment of such bonds. Under IC 6-9-3-6(b) the Indiana
General Assembly covenants with the purchasers of those bonds that, as long as the principal o~
or interest on, any of the bonds is unpaid, IC 6-9-3 will not be repealed or amended in any
manner that will adversely affect the imposition or collection of thaC portion of the tax imposed
by IC 6-9-3 that is dedicated to the Tourism Fund, will not be amended in any manner that will
reduce the amount of tax revenues dedicated to the Tourism Fund, and will not be amended in
any manner that will change the purpose for which money dedicated to the Tourism Fund may be
used.
B. By its Resolution ,adopted on _, 2008, the Common
Council of the City of Jeffersonville, Indiana (the "City's requested funding from the Tourism
Bureau for a project [o promote tourism (hereina$er referred to as the "Projecf~ consisting of
the creation of several tourist destination sites, as more particularly described in the exhibit to
such resolution.
C. By its Ordinance No. (the "Bond Ordinance"), enacted on
the Common Council authorized the issuance and sale of revenue bonds of
the City payable from the amounts pledged therefor by the Tourism Bureau from the Tourism
Fund, for the purpose of financing a portion of the costs of the project.
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IN WITNESS WHEREOF, the pazities hereto have executed this Agreement by their
officers thereunto duly authorized.
(SEAL)
CITY OF JEFFERSONVILLE, INDIANA
Mayor
Attest:
Clerk-Treasurer
(SEAL)
Attest:
Secretary
WDSOI SXG X093066.1
BOARD OF MANAGERS OF THE
CLARK-FLOYD COUNTIES
CONVENTION AND TOURISM
BUREAU
President
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