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HomeMy WebLinkAbout1985-OR-11AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF JEFFERSONVILLE, INDIANA AUTHORIZING THE ISSUANCE OF $1,548,000 pRINCIPAL AMOUNT OF "CITY OF JEFFERSONVILLE, INDIANA ECONOMIC DEVELOPMENT REVENUE BONDS (BASK HOTEL CONSULTANTS, INC. PROJECT) SERIES 1985" (THE "SERIES 1985 BONDS"); APPROVING THE PROPOSED FINANCING; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND BASK HOTEL CONSULTANTS, INC.; AUTHORIZING THE EXECUTION AND DELIVERY OF A MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST SECURING THE SERIES 1985 BONDS AND THE EXECUTION OF A BOND PURCHASE AGREEMENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 1985 BONDS TO THE PURCHASERS THEREOF; AND TAKING OTHER RELATED ACTION. WHEREAS, the City of Jeffersonville, Indiana, a third-clas~ city and municipal corporation organized under the constitution and laws of the State of Indiana (the "City"), pursuant to the provisions of sections 36-7-12-1 to 36-7-12-38, inclusive, of the Indiana Code of 1981, as supplemented and amended (collectively the "Act"), is specifically authorized and empowered to issue its economic development revenue bonds and utilize the proceeds from the sale thereof for the financing of "economic development facilities" as defined in the Act; WHEREAS, BASK Hotel Consultants, Inc., a New Jersey corporation which is qualified to do business in the State of Indiana (the ,,Company"), proposes to acquire, equip and improve an existing building located in the City (together with the site thereof and all improvements, personal property -1- and fixtures thereon), formerly known as the Hilton Inn, the legal description of which is attached hereto as Exhibit "A" (the ,,Project") to be used as an economic development facility; WHEREAS, the Jeffersonville Economic Development Commission (the ,,Commission") has studied the geographic territory within which the Project is to be located, and has found that such territory has become undesirable or impossible for normal development and occupancy because of a lack of development, cessation of growth, deterioration of improvements and character of occupancy, age, obsolescence, and other factors that have impaired values or prevent a normal development or use of such territory; WHERI{AS, the City, acting by and through its Common Council, after favorable recommendation by the Commission, by Special Ordinance number 84-OR-101, approved on December 10, 1984, designated the geographic territory within which the Project is to be located as an "Economic Development Target Area," within the definition and meaning of Indiana Code section 36-7-12-2; WHI~RI~AS, the Project will not have an adverse competitive impact or effect on other similar facilities already operating in the City and in the same market area, and will contribute significantly to the ereation of permanent new job opportunities; WHEREAS, the Commission has investigated, studied and surveyed the need for additional job opportunities and industrial diversification in the City and has recommended the issuance of the Series 1985 Bonds in order to improve and promote job opportunities and industrial diversification in the City; -2- WHEREAS, the Commission has prepared and distributed a report on the proposed economic development facility, in accordance with Indiana Code section 36-7-12-23; WHEREA~S, the Commission, on March 20, 1985, held a public hearing in the City on the proposed financing of the Project with the Series 1985 Bonds, after giving notice by publication in accordance with Indiana law; and the City, on the same date, held a public hearing in the City on the proposed financing of the Project with the Series 1985 Bonds, after giving notice by publication in accordance with Indiana law and section 103(k)(2) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder; WHEREA~, the Commission has found that the proposed financing of the Project with the Series 1985 Bonds will be of benefit to the health and welfare of the City, that such financing complies with the Act, and the Commission has approved the financing, including the form and terms of the Loan Agreement, the Series 1985 Bonds, and the Trust Indenture hereinafter identified and approved; WHEREAS, the City, acting by and through its Common Council, has agreed and is willing, pursuant to the Aet, to issue the Series 1985 Bonds and to utilize the proceeds of the Series 1985 Bonds in making a loan to the Company for the purposes of acquiring, improving and equipping the Project upon terms which are set forth in the Loan Agreement hereinafter identified and approved; and, -3- WHEREAS, it is necessary and proper that the City: (a) approve the proposed financing of the Project in the form that the financing was approved by the Commission; (b) authorize the issuance of the Series 1985 Bonds and lend the proceeds thereof to the Company for the acquisition, improvement and equipping of the Project; (e) authorize the execution of a Loan Agreement between the City and the Company (the "Loan Agreement"); (d) execute and deliver jointly with the Company, a Mortgage, Security Agreement and Indenture of Trust (the "Trust Indenture") to CommerceAmerica Banking Company, Jeffersonville, Indiana, as Trustee for the holders of the Series 1985 Bonds; and (e) confirm and approve the sale of the Series 1985 Bonds to the purchasers thereof and adopt and approve a Bond Purchase Agreement. BE IT ORDAIHED BY THE COMMON COUNCIL OF THE CITY OF JEFFERSONVILLE: Section 1. For the purpose set forth in the preamble, which preamble is incorporated as a part hereof, the City, acting by and through its Common Council, hereby: (A) confirms and ratifies the resolution of the Common Council, adopted on December 10, 1984, whereby the City agreed to authorize and issue the Series 1985 Bonds for financing the Project for the Company; (B) approves the proposed financing of the Project in the form that the financing was approved by the Commission; (C) authorizes the sale, issuance, execution and delivery of $1,548,000.00 principal amount of "City of Jeffersonville, Indiana Economic -4- Development Revenue Bonds (BASK Hotel, Inc. Project) Series 1985," to be dated as of the date of delivery thereof, such Series 1985 Bonds to be in the form and subject to the terms and specifications set forth in the Trust Indenture and Bond Purchase Agreement identified and approved herein; and (D) authorizes the use of the proceeds of the Series 1985 Bonds, by the Company for the acquisition, improvement and equipping of the Project as provided in the Loan Agreement and the Trust Indenture and further authorizes the use of the Project as an economic development facility. ~eetion2. The Mayor is hereby authorized, empowered and directed to execute, acknowledge and deliver on behalf of the City, with the attestation of the Clerk-Treasurer of the City, the Loan Agreement between the City and the Company dated as of March 1, 1985, which Loan Agreement is hereby approved, authorized and adopted in substantially the form attached hereto as Exhibit B, such approval to be conclusively evidenced by the execution and delivery thereof. ~eetion 3. In order to provide for the authorization and security of the Series 1985 Bonds to be issued pursuant to the Act (to finance the acquisition, improvement and equipping of the Project, as more specifically described in the Loan Agreement, and necessary expenses incident to such financing) and to prescribe the terms and conditions upon which the Series 1985 Bonds are to be secured, executed, authenticated, accepted and held, the Mayor is hereby authorized, empowered and directed to execute and acknowledge on behalf of the City, with the attestation of the Clerk- Treasurer of the City, the Trust Indenture dated as of March 1, 1985, and -5- said officials are hereby authorized, empowered and directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee, CommerceAmerica Banking Company, Jeffersonville, Indiana, hereby so appointed. The Trust Indenture is hereby approved, authorized and adopted in substantially the form attached hereto as Exhibit C. As set out in the Trust Indenture, reference to which is hereby made, the Series 1985 Bonds will mature in semi-annual installments over a period of approximately ten years from the date of issuance and will bear interest at a floating rate equal to 80% of the "Prime Rate" as defined in the Trust Indenture, all subject to the terms of, and as more particularly provided in, the Trust Indenture. Section 4. The Common Council further authorizes the issuance of the Series 1985 Bonds, payable solely from revenues and receipts derived from the Loan Agreement and Trust Indenture, or from payments made under a guaranty agreement by a user or related person, provided however that the Series 1985 Bonds, are not in any respect a general obligation of the City, nor are the Series 1985 Bonds payable in any manner from revenues raised by taxation. Section 5. The Mayor and the Clerk-Treasurer of the City may, by their execution, approve changes in the Trust Indenture, the Loan Agreement, and the form of the Series 1985 Bonds without further approval of the Common Council or the Commission, provided that such changes do not affect terms contained in this Bond Ordinance pursuant to Indiana Code sections 36-7-12-27(a)(1) through 36-7-12-27(a)(11). -6- Section 6. The Series 1985 Bonds: (1) shall be executed either by the manual or facsimile signatures of the Mayor and the Clerk-Treasurer of the City; (2) shall be dated as of the date of delivery thereof; (3) shall be for a ten year term; (4) shall bear interest on the unpaid amount thereof, payable on a semi-annual basis, at a rate per annum equal to 80% of the Prime Rate, as defined in the Trust Indenture; (5) shall be in denominations of $1,000 or any integral multiples thereof; (6) shall be in fully registered form, without coupons; (7) shall contain the registration privileges (if any) contained in the Trust Indenture; (8) shall be payable in lawful money of the United States of America; (9) shall be payable at the principal office of the Trustee, in Jeffersonville, Indiana; (10) shall contain the terms of redemption stipulated in the form of Series 1985 Bond attached to the Trust Indenture; and (11) shall be sold at private sale upon a negotiated basis. Section ?. The Common Council finds that the financing of the Project with the Series 1985 Bonds, as approved by the Commission under Indiana Code section 36-7-12-24, will be of benefit to the health and welfare of the City and that such financing complies with the Act. Section 8. The Mayor, the Clerk-Treasurer of the City, and other appropriate City officials, and each of them, for and on behalf of the City, are hereby authorized, empowered and directed to do and perform any and all things necessary to effect the execution of the Indenture, its execution and acceptance by the Trustee, the performance of all obligations of the City under and pursuant to the Indenture, the execution and delivery of the Series 1985 Bonds and the performance of all other actions of whatever -7- nature necessary to effect and carry out the authority conferred by this Ordinance and by the Indenture. The Mayor, the Clerk-Treasurer of the City, and other appropriate City officials are hereby further authorized, empowered and directed for, and on behalf of, the City to execute all customary papers, documents, certificates or other instruments that may be required for the carrying out and effectuation of the authority conferred by this Ordinance and the Indenture, or to evidence said authority, and to exercise and otherwise take all action necessary to the full realization of the rights, accomplishments and purposes of the City under the Loan Agreement and to discharge all of the obligations of the City under the Loan Agreement. Section 9. The sale of the Series 1985 Bonds to CommerceAmerica Banking Company, Jeffersonville, Indiana, Citizens Fidelity Bank and Trust Company, Louisville, Kentucky and The Huntington National Bank, Cleveland, Ohio, (the ,,Purchasers"), pursuant to a certain Bond Purchase Agreement dated the date of adoption of this Ordinance (the "Bond Purchase Agreement"), which has been submitted to the City by the Purchasers and approved by the Company, is hereby authorized, approved and directed, and the Bond Purchase Agreement is in all respectS authorized and approved in substantially the form submitted with this Ordinance and attached hereto as Exhibit D; and the Series 1985 Bonds shall be prepared, executed and authenticated as expeditiously as possible and delivered to the Purchaser upon payment therefor pursuant to the Bond Purchase Agreement. The immediate execution of the Bond Purchase Agreement by the Mayor is hereby authorized and directed. -8- Section 1.0. The Guaranty Agreement attached hereto as Exhibit E and the form of the Series 1985 Bonds attached hereto as Exhibit F are hereby authorized, approved and adopted. Section 1!. The City shall never be required to pay from its own funds any obligations deriving from the issuance of the Series 1985 Bonds, and the Series 1985 Bonds are declared to be special and limited obligations payable solely and only out of the receipts derived from the Loan Agreement with respect to the Project, as provided in the documents herein approved. Section 12. The provisions of this Ordinance are hereby declared to be severable and, if any section, phrase or prevision shall, for any reason, be declared invalid, such declaration of invalidity shall not affect the validity of the remainder of this Ordinance. Section 13. In the event of any conflict or conflicts between the provisions of this Ordinance and of any prior ordinances, resolutions or parts thereof, the provisions of this Ordinance shall prevail. ~eetion 14. This Ordinance shall be in full force and effect from and after its adoption and approval as provided by law. PRESIDING OFFICER ~, RI~HARD SPENC~R, JR. ~/ - CLERK-TREASURER-J -9- Presented by me to the Mayor of the City of Jeffersonville, Indiana, on the ~ day of March, 1985. 8~cw Approved and signed by me on the ~ day of March, 1985. DALE~L. OREM, MAYOR CITY OF JEFFERSONVILLE, INDIANA -10- EXHIBITS TO BOND ORDINANCE Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Legal Description of Project Site Loan Agreement Mortgage, Security Agreement and Indenture of Trust Bond Purchase Agreement Guaranty Agreement Form of Series 1985 Bonds