HomeMy WebLinkAbout03-06-2006 SpecialJEFFERSONVILLE CITY COUNCIL SPECIAL SESSION
Meeting Memorandum - March 6, 2006- Mayor's Conference Room
5:30 p.m.
Council President Barbara Wilson called the meeting to order.
Those members present were: Councilpersons Perkins, Sellers, Wilson, Fetz and
McCauley. Councilperson Grooms arrived at 5:36 P.M. Councilperson Zastawny arrived
at 5:38 P.M.
Also present were Mayor Rob Waiz, City Attorney Les Merkley and Deputy Clerk
Barbara Hollis.
Animal Shelter Fund Raising
Council President Barbara Wilson introduced Mr. Vemita (Chi Chi) Comett, Animal
Behaviorist/Trainer. Ms. Cornett said her main focus would be on education, volunteers,
and fund raining. She would work on Ordinance and Ordinance enforcement, camps, pet
festivals, art fairs, micro chipping drive-thru for $5.00 as well as programs for kids and
adults. She would ask the Council to enforce licensing. Councilperson Sellers would
like to appropriate $10,000 to start the program. Council President Wilson suggests she
meet with the Animal Shelter Advisory Board. Ms. Cornett feels she needs to be able to
start anew. She did meet with the Advisory Board. Councilperson Sellers said the
Advisory Board should have representatives from al over the County. Councilperson
Sellers made the motion to pass Resolution No. 2006-R-20, A Resolution To Advertise
For An Additional Appropriation (General Fund - Council), second by Councilperson
McCauley, passing on a vote of 7-0.
Ci~, Court
City Court Judge Vicki Carmichael and Mayor Waiz presented and explained a proposal
for City Court space in City Hall. Following discussion, Councilperson Perkins made the
motion to approve the space as presented, second by Councilperson Sellers, passing on a
vote of 7-0.
Riverstage
Park Board Member Vicki Conlin presented and explained Riverstage 2006 Committee
Report (attached). Park Director Rob Poff gave an update on the barge improvements.
Lighting and restrooms are the main concern. The estimate on barge lighting is
approximately $10,000. There are issues with restrooms with a high estimate of $20,000.
He reviewed the 2006 programs. There will be a meeting on Thursday at 3:00 P.M. m~d
he encourages all to come. It was suggested that during intermission the "hat should be
passed".
Fire House Finance Options
City Attorney Les Merkley introduced Ms. Sue Beesley, Attomey with Bingham McHale
LLP, and Mr. Herschel Frierson, Crowe Chizek and Company LLC. He reviewed the
importance of increased fire protection. The proposal will be for one bond issue for two
stations. No action is to be taken tonight. Mr. Frierson explained and reviewed the
preliminary financial draft. The sources of revenues were discussed along with the use of
TIF. Councilperson McCauley asked that there be an option of 25 to 30 year financing.
Ms. Beesley reviewed the proposed time line and packet of information (attached). Mr.
Hal Kovert of Kovert Hawkins answered questions regarding the design. Following
discussion the Council said they are in support of a combined bond issue to include a
Street Department and Vehicle Maintenance Building. Councilperson Grooms asked
about a Police substation.
Council President Wilson reviewed a letter from Taste of Jeffersonville requesting a
donation of $1,000. Councilperson McCauley made the motion to donate $1,000 to Taste
Of Jeffersonville, second by Councilperson Grooms, passing on a vote of 7-0.
As there was no further business to come bffore the Council, the meeting was adjourned
at 7:05 P.M.
BARBARA WILSON, COUNCIL PRESIDENT
ATTEST:
PEGGY ~ER, CLERK AND TREASURER
JEFFERSONVII,I E CITY
COUNCII
RIVERSTAGE 2006 Committee Report
March 6, 2006
2.
3.
4.
Copies of Meeting February 22,2006 mailed to each Council Member
Committee: Ronnie Breedlove, Jenny Herfel, Rob Poff, Bev Knight, Patty
Simmonds, Ted Throckmorton, Kevin Lagrange, Vicki Conlin, Candy Stewart
River Stage Budget - Attach is a copy of the preliminary budget for the 2006 season,
copy of the 2005 budget.
Copy of Evaluation from the 2005 Summer Season. Several items are being
addressed by the committee regarding this evaluation. 1) L/ghting and Sound
Technicians Positions will be paid out of the River Stage Budget, not out of the
Parks Department Budget as was reported to the Council in a letter dated 2-23-06.
2) Budgets/ Financial reports are being established and will be reviewed at each
comrmttee meeting, parks department board meetings and sent to the council (see
paragraph 6 comments). 3) Fundmising will be accomplished by the River Stage
Coordinator along with other volunteers. 4) Schednllng will be through the
committee. The schedule will be maintaLned by the River Stage Coordinator.
5. List of improvements needed to fi~rther River Stage. Several improvements are
already in the works. 1) Rob Poff is working on the renovation of the restrooms,
dressing rooms, bottom terrace, and electtidty for the barge. Ronnie Breedlove and
Bev Knight have been working on the sound and lighting. Ronnie is working on
two other quotes, but feels that Phoenix is the best company to work with. Need a
lease agreement to proceed.
6. Cox Radio Station - Treva, Bev Knight and Ronnie Breedlove are xvorking on the
event for Thunder. Cox Radio to set up station on the barge and broadcast from
the site to include Air Show. Barge will tie into the radio station for broadcasting of
the Thunder Event. Update will be given at the meeting March 9th ~ 3:00.
Perfonuances are: Smokey Joe's Cafe, Grease, Spirit over The Water, (Miami
Indiana Nmme to be given later), River Chronides, and Volume 1.
Phil Vasser is too expensive. Committee watched a DVD of Blair Cartoon,
entertainer who plays 50 and 60 music. Committee voted to proceed with booking
Blair the weekend that Phil Vasser was to perform, Bob Taylor is continuing to
work with other eatertainers.
00000000
00000000
0
0
00000000
~00000000
000000000
000000000
0
0
( The following is a llst oflmprovements needed to further RiverStage.
*Take Pnddlewheel Productions and turn it into RiverStage Productions. Create
a Summer Stock company that is run thru the Parks.
*Install permanent power and water supply and hook-up. Install wiring for stage
lighting and facility power.
*Renovate restrooms into a unisex restroom and a power distribution room.
*Renovate kitchen into production storage.
*Renovate upstairs into dresdng room with mirrors, lights, sink, and changing
area.
*Need larger loading dock and gangways.
*Removable railings on Barge in j~ont of the playln~ area. #1 complaint durin~
production. Railings c. ould be remov, ed 1'0 m~n. b' ~ore production'and
remounted at conc[nswn of product~on.
*Add a hidden/backstage entrance to the barge. Being able to get on and off of
the barge without the audience seeing is neecled.
*A control booth that would honse j~ont of house light and sound control is
needed. Sort ofB'ke a Catcher's Box that could be locked up. This could also
serve as a position for spotlights.
~A permanent sound system needs to be installed on the RiverStage. Speakers
could he mounted in the upstairs windows with onstage monitors located on main
deck.
*Ra'verStage needs a summer production staff.
*Hire llve musicians for next years productions. It would be nice to create the
RiverStage Orchestral
*Restrooms are needed for the publlc. One idea would be to turn the space under
the overlook into restrooms that could be locked up when not in use. ~
*Develop a team to handle food and merchandise. I believe taking charge and
developing this area could make money. Just llke a ball game, you neet[
concessions!
EVALUATION' OF 2005 SUMMER SEASON'
The 2005 RiverStage Summer Season proved to be a success. All of the hours
spent plannin~ reheardnyb buiMin~b installin~ teachinfi and worryin~ certainly was
worth the ~ort. Watch,~g the firstV night a4ience a,m. ivV e in antieip~ atTon was w~orth all
the hard work. Many. people donated there t~me to thts project and should be
congratulated on their success.
I felt JOSEPHAND THE AMAZING TECHNICOLOR DREAMCOA T was a
~pectacular show compa, rable to most professional companies in the Kentucklana are~
It served as a perfect klck-off to introduce the Ra'verStage to the citizens of Jq~eersonville
and surrounding communities. I was overwhelmed by the supportive letters and phone
calls I recdved after the show opened. It is an experience I w~ll treasure always.
· e barge wentfiom, bemg a ~barge, which. . could only be used as a da~ytune
s, tag. e wt.'th n. o producuon values, to afully funetmningfloating amphitheatre. In the
oeg~nmng there were many committee members that did not believe we could achieve
such status. Their vision only expanded to small achievements, but with the help o£some
daydream believers, the RivSrSt~ge has proven itse!£ to be a leallv leunctionini th~ea[re
venue. The purchase o/theatrical lightt~$ raMng p' roduction' s'ta'ndards, a~l opening
the experience t,y artistj~om neighboring communities was a major factor to the success
of a larger audience.
The RiverStage made huge advancements in Technical Productlom I believe this
is only step one in a series of steps. Building space is needed to build and prepare scenery
fer upcomlng producao , dnother option wonU he to con local roduc on shops
and arrange for them to build our designs and have it delivered to the RiverStage for
installatiom A technical support surff needs to be developed. A small summer st~of
teehnldaus would be nice to over see all RiverStage procluctlons and events. This would
help tighten up communication and help maintain a functlonlng production venue.
A_gain, let me say that the RiverStage has only begun to be what it has the potentlal to
becomd
Production consistency was n~,.t maintained. This was to be expected glven the
loose parameters of the seasom Quality over Quantity should, be enforced. Filling up.
every weekend was too much and proved to not be cost ~eet~ve. Dates should remam
open for smaller community events.
B.udgets need to be set and be made honorable. One of my major co=ems is
establlshtng a solid financlal foundation. Along with improving the technical elements of
the RiverSta~e, we need to im~p rove the business structure. In order to be cost ~ective,
we need to see what is coming in and what is going out. A J~naucial report needs to be
available for review to. plan and prepare for the ~pcoming s- easom Btg'-Ego's should not
be the benoeacto.r, of b,g budgets. . .
Fundramn,,g attem, p ts seemed un~ocused and limited to a small market. Better
leaders and management are needed fer a stronger business structure. The RiverStage
needs an open and accountable, as well as creative approach to buiMing a solid finaneial
foundation that will endure for yeam to come·
· Structure needs to be defined. Who is respomibleforfinal decbiom on show
seleetzons, budgets, show schedules, and matters concerning River&age? What is
protocol? What is the relau'onship between the Ri'verStag~ and the Water~ont
Entertainment.Committee? Guidelines of operation aud behavior need to be established.
Marketing needs to be expanded and upgraded to a more mass approach. Word
of mouth and some media coverage was responsible for this year's success. By expanding
the RiverStage image, we could reach more people in return gaining more support. The
public needs to be Setter informed. Riversfage -needs to take cVontroTof its irff~ge. By
allowing its audience to read misguided press does not help in buiidi'hg a strohg -
s~.tr, ueture. Media coverage need[, direction an~. .management. This w;uld ins~e that the
RiverStage ts protected and projeeted as a pos~ttve and honest venue.
I believe the RiverStage haspotential to expand to greater achievements. With
the success of the 2005 season, it has proven to be an asset to the Cit~ o£1effersonville
and Southern Indiam~ Now is the tt~me to secure its longevity and ]~uild a s='-' - trong
fouudation for generatiom to come.
4 ~erson must step outside of one self to gain perspective of something bigger than one
Levels of Financial Contributions
CHARTER MEMBER:
ADMIRAL:
CAPTAIN:
COMMANDER:
LIEUTENANT:
FIRST MATE:
CREW:
$10,000 and up
l~r. ge Banner displayed for the entire season.
Show poster
Ad and name in programs
Preferred seating - Box seating (for 6 )for the entire 18 shows.
Refreshments served in your box.
Private Reception with city officials and performers.
For the first season only, this level will be offered for
founding members. Contributer names will be engraved
on a plaque to be placed permanently at the Overlook
$5000 - $9999
Merlium..Banner displayed for the entire season.
Show poster
Ad and name in programs
Preferred seating (for 6) for 5 weekends - 10 shows
Private Reception with city officials and performers.
$2000 - $4999
Small Banner displayed for the entire season
Name in programs
Preferred seating (for 6) for 4 weekends - 8 shows
Private reception with city officials and performers.
$1000 - $1999
Name in programs
Preferred Seating (for 4) for 3 weekends - 6 shows
$500 - $999
Name in programs
Perferred Seating (for 2) for 2 weekends - 4 shows
$100 - $499
Name in programs
Preferred Seating (for 2) for 1 weekend - 2 shows
$10 - $99
Name in programs
City of Jeffersonville
Fire Stations
Proposed Financing Timeline*
(*For Discussion Only)
February 16, 2006
March 20, 2006
March 21, 2006
Week of
March 20, 2006
March 24, 2006
March 27, 2006
April 7, 2006
April 17, 2006
April 20, 2006
April 20, 2006
April 22, 2006
April 27, 2007
May 1, 2006
May 2, 2006
May 15, 2006**
May 31, 2006
June 2, 2006
June 14, 2006
June 14, 2006
June 20, 2006
June 30, 2006
Publish notice of public hearing on preliminary determination to enter into a iease.
City Council adopts resolution finding need; holds public hearing and adopts resolution
for preliminary determination to enter into a lease.
Publish notice of preliminary determination to enter into a lease.
Conduct Wage Determination Meeting; Building corporation meets to approve form of
lease and Bond Resolution.
Post and publish notice of intent to issue bonds (IC 6-1.1-20-5).
Petition due to Department of Local Government Finance.
Publish notice of intent to issue bonds.
City Council introduces ordinance approving execution of the lease.
30 days for filing of remonstrance expires
Publish notice of public hearing regarding lease.
Objection period expires for lC 6-1.1-20-5 notice.
Hearing before Local Government Tax Control Board.
City Council conducts public hearing regarding lease and adopts ordinance approving
execution of the lease.
Publish notice of execution of the lease.
DLGF issues order approving lease.
Period for objecting to execution of the lease expires.
Bond sale notice published.
Bond sale notice published.
Approval period from DLGF order expires.
Bond sale.
Closing.
** Estimated; all subsequent dates shift depending upon date order is received
1025492
NOTICE OF PUBLIC HEARING
CONCERNING PRELIMINARY DETERMINATION
TO ENTER INTO A LEASE
Notice is hereby given that on February 28, 2006, at 7:30 p.m. in the Council Room of
the City-County Building, 301 East Court Avenue, Jeffersonville, Indiana, the Common Council
of the City of Jeffersonville, Indiana ("Council") acting pursuant to I.C. 6-1.1-20-3.1, shall
conduct a public hearing on a preliminary determination to issue bonds or enter into a lease for
two (2) new fire stations and related improvements ("Proposed Project"). The Council will
receive testimony from persons interested in or affected by the Proposed Project, and will
determine the public utility, benefit, and need of the Proposed Project. At the hearing, which
may be adjourned from time to time, the Council shall hear all persons interested in the
proceedings and shall consider all written testimony which has been filed. After considering the
evidence presented, the Council shall take action on a preliminary determination to issue bonds
or enter into a lease to finance the Proposed Project.
1028272
PETITION OF TAXPAYERS
No.:
To: The Common Council of the City of Jeffersonville
The undersigned, owners of real property in Jeffersonville, Indiana, (the "City"),
are in favor of and hereby petition for the following:
The City shall enter into negotiations with a non-profit corporation, the
Jeffersonville Building Corporation (the "JBC"), to acquire, construct, improve, equip
and finance needed fire station facilities, including the site and appurtenances thereto, and
shall enter into a lease between the JBC, as lessor, and the City as lessee, for the
facilities. Said facilities should consist of the acquisition and renovation of a site for and
construction of two (2) new fire stations. We believe that a need exists for such facilities,
and that the City cannot provide the necessary funds to pay the costs of said facilities
without the leasing mechanism, and urge that such action to lease the facilities be taken
as promptly as possible under Indiana law to secure the needed facilities.
This petition may be circulated in several counterparts, and all such counterparts
are to be considered as constituting one (1) petition.
NaiTle
Address of Taxable Real Property
Print
Sign
Prim
Sign
Print
4.
Sign
Print
5.
Sign
Print
6.
Sign
Print
7.
Sign
Prim
8.
Sign
Print
9.
Sign
Pdnt
10.
Sign
Print
11.
Sign
Print
12.
Sign
Print
13.
Sign
Print
14.
Sign
Print
15.
Sign
Print
16.
Sign
Print
17.
Sign
Print
18.
Sign
Print
19.
Sign
Print
20.
Sign
Prim
21.
Sign
Print
22.
Sign
Print
23.
Sign
Print
24.
Sign
Prim
25.
Sign
Print
26.
Sign
Print
27.
Sign
Print
28.
Sign
Print
29.
Sign
Print
30.
Sign
Print
1028324
Petition No.
Verifying Affidavit
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
, being first duly sworn upon
his/her oath deposes and says that he/she is one of the signers (on line ) of the attached
Petition addressed to the Common Council of the City of Jeffersonville, Indiana (the "City"), in
favor of and petitioning the City to enter into negotiations with a non-profit corporation and
induce said corporation to acquire, construct, improve and equip needed fire station facilities,
and to enter into a lease between said corporation, as lessor, and the City, as lessee, for the
facilities, and that all signatures appearing on the attached Petition were affixed in his/her
presence and are the tree and lawful signatures of the persons signing the Petition.
Signature
Printed Name
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
Subscribed and sworn to by me, a Notary Public, in and for said County and State, this
day of ., 2006
[SEAL]
My Commission Expires:
Notary Public
County of Residence:
1028274
COMMON COUNCIL OF THE CITY OF JEFFERSONVILLE
RESOLUTION NO.
A RESOLUTION OF THE COMMON COUNCIL
OF THE CITY OF JEFFERSONVILLE, INDIANA
CONCERNING THE NEED FOR PROPOSED FIRE STATION PROJECTS
WHEREAS, Indiana Code 36-1-10-7 provides that a leasing agent may not lease a
structure unless the fiscal body of the political subdivision determines, after investigation, that
the structure is necessary; and
WHEREAS, the Common Council ("Council") is the fiscal body of the City of
Jeffersonville, Indiana ("City"); and
WHEREAS, the need for new fire stations has been studied by members of the Council
and members of the community for well over a year; and
WHEREAS, there have been prepared drawings, plans, and estimates for the cost of the
acquisition, construction, improvement, and financing of such facilities; and
WHEREAS, the Council now finds that a need exists for such facilities to serve the
residents ofth~ City, and that the City cannot provide the necessary funds to pay the costs of the
facilities to meet such needs unless the facilities are financed with a leasing mechanism.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE
CITY OF JEFFERSONVILLE THAT:
Section 1. The need exists for the acquisition, construction, renovation, improvement,
and equipping of two (2) fire stations and related improvements and that such facilities cannot be
acquired, constructed, renovated, improved, and equipped from any funds currently available to
the City, and the Council shall proceed to take such steps as may be necessary to secure the
acquisition, construction, renovation, improvement, equipping and leasing of such facilities as
provided by Indiana Code 36-1-10.
Section 2. This Resolution shall be in effect from and after its passage.
Adopted by the Common Council of Jeffersonville, Indiana, this __
,2006.
day of
ATTEST:
Peggy Wilder, Clerk-Treasurer
1029569
2
COMMON COUNCIL OF THE CITY OF JEFFERSONVILLE
RESOLUTION NO.
A RESOLUTION OF THE COMMON COUNCIL
OF THE CITY OF JEFFERSONVILLE, INDIANA CONCERNING
A PRELIMINARY DETERMINATION TO ENTER INTO A PROPOSED LEASE
WHEREAS, the Common Council of the City of Jeffersonville, Indiana ("Council")
received a petition signed by fifty (50) or more taxpayers of the City of Jcffersonville, Indiana
("City"); and
VO-IEREAS, the Council, as the fiscal body of the City, has determined that the need
exists for two (2) new fire stations and related improvements ("Project"); and
WHEREAS, there have been prepared drawings, plans and estimates for the cost of the
acquisition, construction, improvement, and financing of such Project; and
WHEREAS, the Council has held a public hearing concerning whether to proceed with
the Project and enter into a lease to finance the Project; and
WHEREAS, it is in the best interests of the City and its citizens to proceed with the
acquisition, construction, improvement, financing, and equipping of such Project by the
Jeffersonville Building Corporation, a non-profit corporation ("Corporation"), which will lease
said Project to the City under terms whereby the City will own the leased Project at the end of
the lease financing period; and
WHEREAS, the Corporation has been organized for the purpose of acquiring, owning
and holding land, structures, equipment and appurtenances, used in connection with the
operation of the City, and the purpose of leasing said Project to the City; and
WHEREAS, drawings, plans and specifications for the Project have been, or will be
submitted to the agencies designated by law to approve plans and specifications for such
facilities; and
WHEREAS, it now appears to the Council that the leasing of said Project will satisfy the
need for the City facilities and that the proposed Lease therefore submitted to the Council with
the Corporation as lessor, which is incorporated herein, provides for a fair and reasonable rental.
NOW, THEREFORE BE IT RESOLVED BY THE COMMON COUNCIL OF THE
CITY OF JEFFERSONVILLE THAT:
Section 1. The terms and conditions of the proposed form of Lease are approved and
agreed to as the basis for a preliminary determination to enter into a lease.
Section 2.
such preliminary determination as required by law.
Section 3. This Resolution shall be in effect tSom and after its passage.
Adopted by the Common Council of the City of Jeffersvonville, Indiana, this __
of ,2006.
The Clerk-Treasurer is hereby authorized and directed to publish notice of
day
ATTEST
Peggy Wilder, Clerk-Treasurer
1029584
2
RESOLUTION NO.
A RESOLUTION OF THE COMMON COUNCIL OF
THE CITY OF JEFFERSONVILLE, INDIANA AUTHORIZING
THE REIMBURSEMENT OF CERTAIN EXPENDITURES
MADE PRIOR TO THE ISSUANCE OF LONG-TERM FINANCING
WHEREAS, the City of Jeffersonville, Indiana (the "City") desires to make certain
capital improvements and land acquisitions in 2006 and 2007 ("Project"); and,
WHEREAS, the scope of the Project includes the construction of two (2) fire stations and
related land acquisitions with each phaSe of the Project; and,
WHEREAS, it is the present intent that these improvements will be financed through a
lease purchase and bonds; and,
WHEREAS, certain expenditures need to be made before the final financing package is
in place; and,
WHEREAS, Sections 1.142-4 and 1.150-2 of the Treasury Regulations on Income Tax
(collectively, the "Reimbursement Regulations") specify conditions under which a
reimbursement allocation may be treated as an expenditure of bond proceeds, and the Common
Council of the City ("Council"), intends by this resolution to qualify mounts advanced by it or
the Board of Directors of the Jeffersonville Building Corporation ("Board") to the Project for
reimbursement from proceeds of the bonds in accordance with the requirements of the
Reimbursement Regulations.
WHEREAS, it is anticipated that bonds in a principal amount not to exceed
$ will be issued and proceeds thereof will be used for purposes of financing the
Project including paying the costs of issuing the bonds; provided that the appropriate actions are
taken pursuant to Indiana Code, the Internal Revenue Code of 1986 and applicable securities
laws as may be required to implement the aforesaid financing.
NOW THEREFORE, Be It Resolved By the Common Council of the City of
Jeffersonville, Indiana:
Section 1. Costs incurred in connection with the above-described Project prior to the
completion of the final financing package for said Project shall be reimbursed through such
financing. Such costs may include all costs associated with land acquisition, engineering fees,
consultant fees and legal fees.
Section 2. This Resolution is in full force and effect after the date of its passage.
Members of the Common Council of the
City of Jeffersonville, Indiana
Date:
ATTEST
Peggy Wilder, Clerk-Treasurer
1029580
ARTICLES OF INCORPORATION
OF
JEFFERSONVILLE BUILDING CORPORATION
The undersigned incorporator, desiring to form a corporation (the "Corporation")
pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended,
Indiana Code 23-17 (the "Act") executes the following Articles of Incorporation:
ARTICLE I
Name
Section 1.01. Name. The name of this Corporation is:
JEFFERSONVILLE BUILDING CORPORATION
ARTICLE II
Purposes and Powers
Section 2.01. General Purpose. The Corporation is organized solely for the
purposes of acquiring, owning and holding in fee simple land and structures thereon to be
used in connection with the operation of the City of Jeffersonville, Indiana (the "Unit")
and to serve residents of the Unit (such structures, including the site, equipment and
appurtenances, "Structure"), which Structures are to be acquired, constructed, renovated
and/or expanded, leasing the same to the Unit, collecting the rentals therefor and applying
the proceeds thereof in a manner consistent with Indiana Code 36-1-10, entirely without
profit to the Corporation, its officers, directors, or incorporators, other than the return of
capital actually invested.
Section 2.02. Nonprofit Purposes.
(a) The Corporation is organized exclusively for the promotion of social
welfare and is not organized for profit, all within the meaning of Section 501(c)(4) of the
Internal Revenue Code of 1986, as amended (the "Code"). No part of the net earnings of
the Corporation shall inure to the benefit of any Director or Officer of the Corporation or
to any private individual, except that the Corporation shall be authorized and empowered
to pay reasonable compensation for services rendered by a Director, Officer or employee
and to pay principal and interest at a reasonable rate not exceeding current market rates
on funds loaned or advanced by a Director or Officer of the Corporation.
(b) The Corporation shall not engage in carrying on propaganda, or otherwise
attempting, to influence legislation, and the Corporation shall not participate in, or
intervene in (including the publishing or distributing of statements), any political
campaign on behalf of (or in opposition to) any candidate for public office. The
Corporation shall not be operated as a social club for benefit, pleasure or recreation of its
members.
(c) Notwithstanding any other provision of these Articles of Incorporation, the
Corporation shall not carry on any activities nor exercise any power or authority in any
manner or for any purpose whatsoever which may jeopardize the status of the
Corporation as an exempt organization under Section 501(c)(4) of the Code, or any
corresponding provisions of any subsequent federal tax laws.
Section 2.04. Powers. In furtherance of the purposes hereinabove set forth and
subject to any limitation or restriction imposed by the Act, Indiana Code 36-1-10, any
other law or these Articles of Incorporation, the Corporation shall have all the general
rights, privileges and powers granted to corporations by the Act.
Section 3.01.
corporation.
ARTICLE III
Type of Corporation
Type of Corporation. This Corporation is a public benefit
ARTICLE IV
Registered Office and Registered Agent
Section 4.01. Registered Office. The street address of the registered office of
the Corporation is:
Jeffersonville Clerk Treasurer
City-County Building
501 E. Court Avenue
Jeffersonville, Indiana 47130
Section 4.02. Registered Agent. The name of the registered agent of the
Corporation at the registered office is:
Peggy Wilder, Clerk Treasurer
ARTICLE V
Members
Section 5.01. Membership. The Corporation shall not have members.
ARTICLE VI
Incorporator
Section 6.01. Name and Address of Incorporator. The name and address of
the incorporator are as follows:
Sue A. Beesley
Bingham McHale LLP
2700 Market Tower
10 W. Market Street
Indianapolis, Indiana 46204
ARTICLE VII
Provisions for Regulation of Business and
Conduct of Affairs of the Corporation
Section 7.01. Management of Corporation. The affairs of the Corporation
shall be managed by the Board of Directors of the Corporation.
Section 7.02. Indemnification. Every person who is or was a director of the
Corporation shall be indemnified by the Corporation against all liability and reasonable
expenses (as such terms are defined in Ind. Code §§23-1-37-3 and -4) incurred by such
person in any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, because such
person is or was a director (as defined in Ind. Code §32-1-37-2) (a "Director") of the
Corporation, provided that such person is determined in the manner specified in Ind.
Code §23-1-37-12 to have met thc standard of conduct specified in Ind. Code §23-1-37-8.
The Corporation shall advance to such person the reasonable expenses incurred by him or
her in connection with any such action, suit or proceeding, subject to the requirements of
Ind. Code §23-1-37-10. Upon demand for indemnification or advancement of expenses,
as the case may be, the Corporation shall proceed as provided in Ind. Code §23-1-37-12
to determine whether such person is entitled thereto. Every person who is an officer of
the Corporation shall be indemnified, and shall be entitled to an advancement of
expenses, to the same extent as if such person were a Director.
Nothing contained in this Article 7 shall limit or preclude the exercise of any right
under the law or otherwise relating to indemnification of or the advancement of expenses
to any dh'ector, officer or employee of the Corporation, or the ability of the Corporation
to otherwise indemnify or advance expenses to any director, officer or employee.
Applicability. The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to this Article 7 (i) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption hereof, and
(ii) shall continue to exist after the rescission or restrictive modification hereof with
respect to events occurring prior thereto.
Section 7.03. Code of By-Laws. The Board of Directors of the Corporation
shall have the power to make or amend (including by repeal) the Code of By-Laws of the
Corporation; provided, that notwithstanding anything herein to the contrary, any
amendment is subject to approval in writing by the Mayor of the City of Jeffersonville,
Indiana.
Section 7.04. Amendment of Articles of Incorporation. The Corporation
reserves the right to amend (including by repeal) any provisions contained in the Articles
of Incorporation or in any amendment hereto, in any manner now or hereafter prescribed
or permitted by the Act or any amendment thereto; provided, nevertheless, that such
power of amendment shall not authorize any amendment which would have the effect of
disqualifying this Corporation as an exempt organization under the provisions of Section
501(c)(4) of the Code, or such equivalent provision as may hereafter exist from time to
time; and provided, that notwithstanding anything herein to the contrary, any amendment
is subject to approval in writing by the Mayor of the City of Jeffersonville, Indiana.
ARTICLE VIII
Dissolution
Section 8.01. Dissolution. Upon the dissolution of the Corporation, the Board of
Directors shall, after paying or making provision for the payment of all of the liabilities
of the Corporation, dispose of all of the assets of the Corporation exclusively for the
purposes of the Corporation in such manner or to such organization or organizations
organized and operated exclusively for civic purposes as shall at the time qualify as an
exempt organization or organizations under Section 501(c)(4) of the Code, or any
corresponding provisions of any subsequent federal tax laws, or to the Unit, for a public
purpose.
ARTICLE IX
Board of Directors
Section 9.01. Initial Directors. The following individuals shall serve as the
initial Board of Directors of the Corporation:
1N WITNESS WHEREOF, the undersigned, being the Incorporator designated in
Article 5, executes these Articles of Incorporation this __ day of ~ __
Sue A. Beesley
1029558
CODE OF BY-LAWS
OF
JEFFERSONVILLE BUILDING CORPORATION
ARTICLE I
Identification
Section 1.01. Name. the name of the Corporation is Jeffersonville Building
Corporation (the "Corporation").
ARTICLE II
Membership
Section 2.01. Members. The Corporation shall not have members.
ARTICLE III
Board of Directors
Section 3.01. Functions. The business, property and affairs of the Corporation
shall be managed and controlled by a Board of Directors as fi.om time to time constituted.
Section 3.02. Number. There shall be three (3) Directors of the Corporation.
Except as otherwise provided in these By-Laws, all members of the Board of Directors
shall have and be subject to the same and equal qualifications, rights, privileges, duties,
limitations and restrictions.
Section 3.03. Election. The Board of Directors shall be appointed by the Mayor
of Jeffersonville, Indiana annually prior to the date of the armual meeting of the Board of
Directors provided in this Article. The Mayor of the City of Jeffersonville, Indiana shall
not be appointed to the Board of Directors.
Section 3.04. Term. Each member of the Board of Directors shall serve for a
term (unless the Director resigns, is removed, or dies) of one (1) year or until a successor
is appointed and qualified. Incumbent directors shall be eligible for re-appointment and
the number of years a person may serve as a Director is not limited.
Section 3.05. Vacancies. Any vacancy among the Directors caused by death,
resignation, removal or otherwise may be filled by the Mayor of Jeffersonville, Indiana.
A Director appointed to fill a vacancy shall hold office until the expiration of the term of
the Director causing the vacancy and until a successor shall be appointed and qualified.
Section 3.06. Resignation. Any Director may resign at any time by giving
written notice of such resignation to the Board of Directors, the President or the Secretary
of the Corporation, and to the Mayor of Jeffersonville, Indiana. Such resignation shall
take effect when the notice is effective unless the notice specifies a later effective date.
The acceptance ora resignation shall not be necessary to make it effective.
Section 3.07. Removal. Any Director may be removed, with or without cause,
by the Mayor of Jeffersonville, Indiana.
Section 3.08. Meetings. All meetings of the Board of Directors shall be held
either at the registered office of the Corporation in the State of Indiana, or at such other
place within or without the State of Indiana as may be designated by the Board of
Directors and specified in the respective notices or waivers of notice thereof. An annual
meeting of the Board of Directors shall be held within six (6) months after the close of
the fiscal year of the Corporation as designated by the Board of Directors and specified in
the respective notices or waivers of notice thereof, for the propose of organization,
election of officers and consideration of any other business that may properly be brought
before the meeting. If such meeting is not held as above provided, the election of officers
may be held at any subsequent meeting of the Board of Directors specifically called in
the manner set forth herein. The Board of Directors may provide by resolution the time
and place, either within or without the State of Indiana, for the holding of additional
regular meetings of the Board without other notice than such resolution. Special
meetings of the Board of Directors may be called by the President, and shall be called by
order thereof upon the written request of at least two (2) Directors, which request shall set
forth the business to be conducted at such meeting.
Section 3.09. Notice of Meetings. Notice of all meetings of the Board of
Directors, except as herein otherwise provided, shall be given by mailing the same or by
telephoning or telegraphing or delivering personally the same at least two (2) days before
the meeting to the usual business or residence address of the Director as shown upon the
records of the Corporation. Notice of any meeting of the Board of Directors may be
waived in a document filed with the Secretary by any Director if the waiver sets forth in
reasonable detail the purpose or purposes for which the meeting is called and the time
and place of the meeting. Attendance at any meeting of the Board of Directors shall
constitute a waiver of notice of that meeting, except where a Director attends a meeting
for the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.10. Quorum. A quorum of the Board of Directors at any annual,
regular .or special meeting of the Board of Directors shall be a majority of the duly
qualified members of the Board of Directors then occupying office, but in no case shall
there be less than two (2) Directors present. The act of a majority of the Directors present
at a meeting who constitute a quorum shall be the act of the Board of Directors.
Section 3.11. Committees. The Board of Directors, by resolution adopted by a
majority of the Board, may designate one or more committees, each of which shall
consist of two or more Directors, which committees, to the extent provided in said
resolution, shall have and exercise the authority of the Board of Directors in the
management of the Corporation. Other committees not having and exercising the
authority of the Board of Directors in the management of the Corporation may be
designated by a resolution adopted by a majority of the Directors present at the meeting
at which a quorum is present. The designation of any such committee and the delegation
thereof of authority shall not operate to relieve the Board of Directors, or any individual
Director, of any responsibility imposed upon it or such individual by law.
Section 3.12. Open Meetings. To the extent required by law, all provisions of
the Code of By-Laws regarding the conduct of meetings and notice of meetings shall be
subject to the provisions of the Indiana Open Door Law.
ARTICLE IV
Officers
Section 4.01. Officers and Agents. The officers of the Corporation shall consist
of a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other
officers as the Board of Directors may, by resolution, designate from time to time. Any
two (2) or more offices may be held by the same person. The Board of Directors may, by
resolution, create, appoint and define the duties and fix the compensation of such officers
and agents as, in its discretion, is deemed necessary, convenient or expedient for carrying
out the purposes for which the Corporation is formed; provided, however, that officers
and agents shall be compensated, if at all, only for actual services performed on behalf of
the Corporation.
Section 4.02. Election~ Term of Office and Qualification. All officers shall be
chosen annually by the Board of Directors at the annual meeting of the Board of
Directors. Each officer shall hold office (unless such officer resigns, is removed, or dies)
until the next annual meeting of the Board of Directors or until a successor is chosen and
qualified.
Section 4.03. Vacancies. In the event an office of the Corporation becomes
vacant by death, resignation, removal or otherwise, the Board of Directors shall elect a
person to fill such vacancy, and the person so elected shall hold office and serve until the
next annual meeting of the Board of Directors or until a successor is chosen and
qualified.
Section 4.04. President. The President shall preside at all meetings of the Board
of Directors, if present; shall appoint thc chairmen and members of all standing and
temporary committees, subject to the review of the Board of Directors; shall be the chief
executive officer of the Corporation; shall have and exercise general charge and
supervision of the affairs of the Corporation; and shall do and perform such other duties
as this Code of By-Laws provides or as may be assigned to him by the Board of
Directors.
Section 4.05. Vice-President. The Vice-Presidents, in the order designated by
thc President or the Board, shall exercise and perform all powers of, and perform duties
incumbent upon, the President during thc President's absence or disability and shall
exercise and perform such other powers and duties as this Code of By-Laws, the Board,
or the President may prescribe.
Section 4.06. Secretary. The Secretary shall have the custody and care of the
corporate records and the minute book of the Corporation; shall attend all the meetings of
the Board of Directors of the Corporation, and shall keep, or cause to be kept in a book
provided for thc purpose, a true and complete record of the proceedings of such meetings,
and shall perform a like duty for all standing committees of the Board of Directors when
required; and shall attend to the giving and serving of ail notices of the Corporation, shall
authenticate records of the Corporation as necessary, and shall perform such other duties
as may be required by thc Code of By-Laws or as may be prescribed by the Board of
Directors or the President.
Section 4.07. Treasurer. The Treasurer shall keep correct and complete records
of account, showing accurately at all times the financial condition of the Corporation;
shall be the legal custodian of ail monies, notes, securities and other valuables which may
from time to time come into thc possession of the Corporation; shall immediately deposit
all funds of the Corporation coming into his/her hands in some reliable bank or other
depository to be designated by the Board of Directors, and shall keep such bank account
in the name of the Corporation; and shall fumish at meetings of the Board of Directors, or
whenever requested, a statement of the financial condition of the Corporation and shall
perform such other duties as may be required by this code of By-Laws or as may be
prescribed by the Board of Directors or the President.
Section 4.08. Assistant Officers. The Board of Directors may from time to time
designate assistant officers who shall exercise and perform such powers and duties as the
officers whom they are elected to assist shall specify and delegate to them, and such other
powers and duties as may be prescribed by the Code of By-Laws, the Board of Directors
or the President.
Section 4.09. Removal. Any officer may be removed from office, with or
without cause, by the Board of Directors.
Section 4.10. Resignations. Any officer may resign at any time by delivering
written notice to the Board of Directors, the President or the Secretary. A resignation is
effective when the notice is effective unless the notice specifies a later effective date.
ARTICLE V
Loans to Officers and Directors
The Corporation shall not lend money to or guarantee the obligations of any
officer of Director of the Corporation.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January of each
year and end on the last day of December of each year.
ARTICLE VII
Prohibited Activities
Notwithstanding any other provision of this Code of By-Laws, no member,
Director, officer, employee or agent of this Corporation shall take any action or carry on
any activity by or on behalf of the Corporation not permitted to be taken or carried on by
an organization described in Section 501(c)(4) of the Internal Revenue Code of 1986, as
amended, or any successor provision or provisions thereto.
ARTICLE VIII
Indemnification
Section 8.01. General. Every person who is or was a Director of the
Corporation shall be indemnified by the Corporation against all liability and reasonable
expenses (as such terms are defined in Ind. Code §§23-1-37-3 and -4) incurred by such
person in any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, because such
person is or was a director (as defined in Ind. Code § 32-1-37-2) (a "Director") of the
Corporation, provided that such person is determined in the manner specified in Ind.
Code §23-1-37-12 to have met the standard of conduct specified in Ind. Code §23-1-37-8.
The Corporation shall advance to such person the reasonable expenses incurred by him or
her in connection with any such action, suit or proceeding, subject to the requirements of
Ind. Code §23-1-37-10. Upon demand for indemnification or advancement of expenses,
as the case may be, thc Corporation shall proceed as provided in Ind. Code §23-1-37-12
to determine whether such person is entitled thereto. Every person who is an officer of
the Corporation shall be indemnified, and shall be entitled to an advancement of
expenses, to the same extent as if such person were a Director.
Nothing contained in this Article 8 shall limit or preclude the exercise of any right
under the Law or otherwise relating to indemnification of or the advancement of
expenses to any director, officer or employee of the Corporation, or the ability of the
Corporation to otherwise indemnify or advance expenses to any director, officer or
employee.
Section 8.02. Applieabili~. The right to be indemnified or to the reimbursement
or advancement of expenses pursuant to this Article 8 (i) is intended to be retroactive and
shall be available with respect to events occuning prior to the adoption hereof, and
(ii) shall continue to exist after the rescission or restrictive modification hereof with
respect to events occurring prior thereto.
ARTICLE IX
Miscellaneous
Section 9.01. Execution of Documents. All checks, drafts, notes, bonds, bill of
exchange, and orders for the payment of money of the Corporation; all deeds, mortgages,
and other written contracts and agreements to which the Corporation shall be registered
bonds, or other securities owned by the Corporation, shall, unless otherwise directed by
the Board of Directors, or unless otherwise required by law, be signed by any one of the
following officers: President, Vice-President, Treasurer or Secretary.
Section 9.02. Dissolution. Upon the dissolution of the Corporation, the Board of
Directors shall, after paying or making provision for the payment of all of the liabilities
of the Corporation, dispose of all of the assets of the Corporation exclusively for the
purposes of the Corporation in such manner or to such organization or organizations
organized and operated exclusively for civic purposes as shall at the time qualify as an
exempt organization or organizations under Section 501(c)(4) of the Code, or any
corresponding provisions of any subsequent federal tax laws, or to the Unit, for a public
purpose.
ARTICLE X
Amendments
The power to make, alter, amend or repeal the Code of By-Laws is vested in the
Board of Directors, subject to the provisions of Section 6.03 of the Articles of
Incorporation of the Corporation, which power shall be exercised by affirmative vote of a
majority of the Directors; provided, however, that the proposed amendment shall be
included in the notice of such meeting. If notice of a proposed amendment to the Code of
By-Laws is included in the notice of any meeting of the Board of Directors, it shall be in
order to consider and adopt at that meeting any amendment to the Code of By-Laws
dealing with the subject matter with which the proposed amendment is concerned.
1029546
LEASE AGREEMENT
between
JEFFERSONVILLE BUILDING CORPORATION
LESSOR
and
CITY OF JEFFERSONVILLE, INDIANA
LESSEE
Dated as of ., 2006
1029965
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and dated as of this __ day of ,2006, by
and between the JEFFERSONVILLE BUILDING CORPORATION ("Lessor"), an Indiana not-
for-profit corporation organized and existing to, among other things, finance public
improvements for lease to the City of Jeffersonville and the CITY OF JEFFERSONVILLE
("Lessee").
WITNESSETH:
WHEREAS, the Lessor has been created under and in pursuance of the provisions of
Indiana Code 5-I-14, Indiana Code 23-17 and Indiana Code 6-3.5-7 (collectively, "Act"), for the
purpose of financing, constructing, acquiring and leasing to the Lessee certain local public
improvements and projects; and
WHEREAS, the annual rentals to be paid under the Lease by the Lessee will be derived
from its share of Economic Development and Income Tax; and
WI-IEREAS, the Lessee has requested the Lessor to acquire, construct and equip certain
local public improvements consisting of the acquisition, construction and equipping of a fire
station and related improvements, as further described in Exhibit A ("Project"); and
WHEREAS, the Lessor has acquired or will acquire interests in the real estate described
in Exhibit B, on which the Project will be constructed and will acquire any portion of the Project
completed before the issuance of Bonds by the Lessor for the Project and such interests shall be
for a term no less than the term of this Lease; and
WHEREAS, at the request of the Lessee, the Lessor has agreed or will agree to undertake
or acquire the Project and the Lessor will purchase the plans and specifications, other services
previously contacted by the Lessee for the Project from the Lessee; and
WHEREAS, preliminary plans and specifications for the Project have been prepared by
, the engineers for the Project, which preliminary plans and
specifications have been or will be adopted by the Lessor and approved by the Lessee; and
WHEREAS, the Lessor, after advertising and receiving bids pursuant to applicable law,
has entered or will enter into contracts with one or more general contractors for the construction
of the Project in accordance with such plans and specifications; and
WHEREAS, the total cost of the Project, including, but not limited to, costs of
acquisition, construction, improvements, necessary equipment, architects' and engineers' fees,
consultants' services, legal and financing expenses, certain expenses of operation of the Lessor
during construction, interest during construction and repayment of funds advanced by the Lessee
to meet preliminary expenses necessary to be paid prior to the issuance of bonds by the Lessor, is
estimated to be not greater than $ ; and
1029965
WHEREAS, the term of the Lease is based on the value of the Project; and
WHEREAS, the expected economic life of the Project is at least
(~) years;
and
WHEREAS, the Lessor will own the Project for the same period or periods of years that
the Lessee proposes to lease the Project from the Lessor; and
WHEREAS, the annual rentals to be paid under this Lease by the Lessee will be pledged
by the Lessor to repay funds borrowed by the Lessor to finance the Project; and
WHEREAS, the Lessee has determined, after a public hearing held pursuant to the Act
after notice given pursuant to IC 5-3-1, that the lease rentals provided for in this Lease are fair
and reasonable, that the execution of the Lease is necessary and wise and that the services
provided by the Project will serve the public interest of the Lessee and are in the best interests of
its residents, and has by ordinance approved the Lease, and the ordinance has been entered in the
official records of the Common Council of the Lessee; and
WHEREAS, the Lessor has duly authorized the execution of this Lease by resolution,
and the resolution has been entered in the official records of the Lessor; and
WHEREAS, the Lessee and the Lessor have obtained all necessary approvals reqUired by
law for the execution of this Lease and issuance of bonds in one or more series to finance the
Project ("Bonds"), and all other approvals required by law for the execution of this Lease and
issuance of such Bonds;
THIS AGREEMENT WlTNESSETH THAT:
1. Premises, Term and Warranty. The Lessor does hereby lease, demise and let to
Lessee the interests in real estate in the City of Jeffersonville, Indiana, more particularly
described in Exhibit B, and the Project constructed thereon by Lessor according to the plans and
specifications described above (the real estate and the Project are referred to as "Leased
Premises").
The above mentioned plans and specifications may be changed, additional construction
work may be performed and equipment may be acquired by Lessor, but only with the approval of
Lessee, and only if such changes or modifications or additional construction work or equipment
do not alter the character of the improvements or reduce the value thereof. Any such additional
construction work or equipment shall become part of the property covered by this Lease. The
above mentioned plans and specifications have been filed with and approved by Lessee.
TO HAVE AND TO HOLD the Leased Premises with all rights, privileges, easements
and appurtenances thereunto belonging, unto the Lessee, beginning on the date or dates on which
the Project is completed and ready for use and occupancy and ending on the day prior to date not
more than ( ) years thereafter ("Lease Term"). However, the term of this Lease
will terminate at the earlier of(a) the exercise by the Lessee of the option to purchase the Leased
1029965 2
Premises and the payment of the option price, or (b) the payment or defeasance of all Bonds
issued (i) to finance the cost of the Leased Premises, (ii) to refund all or a portion of the Bonds,
(iii) to refund all or a portion of such refunding bonds, or (iv) to improve the Leased Premises;
provided that no bonds or other obligations of the Lessor issued to finance or refinance the
Project remaining outstanding at the time of such payment or defeasance. The date the Lessor
acquires the interests in real estate described in Exhibit B shall be endorsed on this Lease at the
end hereof by the parties to this Lease, and such endorsement shall be recorded as an addendum
to this Lease. The Lessor hereby represents that it is possessed of, or will acquire, the Leased
Premises and the Lessor warrants and will defend the Leased Premises against all claims
whatsoever not suffered or caused by the acts or omissions of Lessee or its assigns.
2. (1) Fixed Rental Payments. The Lessee agrees to pay fixed annual rentals ("Fixed
Annual Rentals") for the Leased Premises at the rate of $ per year during the term of
the Lease, payable in equal semiannual installments on the dates set forth in Section 3.
After the sale of the Bonds issued to finance the acquisition, construction and equipping
of the Leased Premises, the Fixed Annual Rental for each year for the completed Leased
Premises shall be reduced to an amount equal to the multiple of $1,000 next higher than the sum
of principal and interest due on the Bonds in each twelve-month period ending on
("Bond Year"), payable in equal semiannual installments commencing no earlier than the later of
the date or dates the Leased Premises are ready for use and occupancy or ,200__.
(2) Additional Rental Payments. (a) The Lessee shall pay as further rental (in
addition to the rentals paid under Section 2(1)) for the Leased Premises ("Additional Rentals")
all taxes and assessments levied against or on account of the Leased Premises or the receipt of
lease rental payments and to reimburse the Lessor for any insurance payments made by it under
Section 7. Any and all such payments shall be made and satisfactory evidence of such payments
in the form of receipts shall be furnished to the Lessor by the Lessee, at least three (3) days
before the last day upon which such payments must be paid to avoid delinquency. If the Lessee
shall in good faith desire to contest the validity of any such tax or assessment, shall so notify the
Lessor and shall furnish bond with surety to the approval of the Lessor conditioned for the
payment of the so desired to be contested and all damages or loss resulting to the Lessor from the
nonpayment thereof when due, the Lessee shall not be obligated to pay the contested amounts
until such contests shall have been determined. The Lessee shall also pay as Additional Rentals
the amount calculated by or for Lessor as the amount required to be rebated or paid as a penalty
to the United States of America under Section 148(0 of the Internal Revenue Code of 1986, as
amended and in effect on the date of issue of the Bonds ("Code"), after taking into account other
available moneys, to prevent the Bonds from becoming arbitrage obligations under Section 148
of the Code.
(b) The Lessee may by resolution pay Additional Rental to enable the Lessor ro
redeem or purchase Bonds prior to maturity. Such Additional Rental may be paid from excess
Tax Increment revenues available for such purposes as described in section 5 below. Rental
payments due under Section 2 shall be reduced to the extent such payments are allocable to the
Bonds redeemed or purchased by the Lessor with such Additional Rental payments. The Lessee
1029965 3
shall be considered as having an ownership interest in the Leased Premises valued at an amount
equal to the amount of the Additional Rentals paid pursuant to this subsection (b).
3. Pawnent of Rentals. The first rental installment shall be due no earlier than the
later of the date or dates the Project is Completed and ready for use and occupancy or ,
200__.
The date or dates the Project is completed and ready for use and occupancy shall be
endorsed On this LeaSe on the end hereof by the Lessor and the Lessee as soon as possible after
Such completion and such endorsement shall be recorded with the County Recorder as an
addendum to this Lease. If the first rental payment date is later than ~ 200___ and
other than or , the first rental payment shall be for an amount calculated
at the annual rate for that Bond Year from the date of payment to the next or
· Thereafter, rentals shall be payable in advance in equal semiannual installments on
or of each year. The last semiannual rent payment due shall be
adjusted to provide for a rental payment at the annual rate specified above from the date such
installment is due to the expiration of this Lease.
All rentals payable under the terms of this Lease shall be paid by the Lessee to
as trustee under the Trust Indenture between it and the Lessor ("Indenture"), or to
such other bank or trust company as may from time to time succeed such bank as trustee under
the Indenture securing the Bonds ("Trustee"). All payments so made by the Lessee shall be
considered as payment to the Lessor of the rentals payable hereunder.
4. Abatement of Rent. If any part of the Leased Premises shall be partially or totally
destroyed, whether by fire or any other casualty, or is taken under the exercise of the power of
eminent domain, so as to render it unfit, in whole or part, for use or occupancy by the Lessee, it
shall then be the obligation of the Lessor to restore and rebuild that portion of the Leased
Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of
the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such
restoration or rebuilding more than the amount of the proceeds received by the Lessor from the
insurance provided for in Section 7 or the condemnation proceeds received by the Lessor,
whichever is applicable.
If there is in force onthe date of partial or total destruction or taking insurance on the
Leased Premises and the rental value thereof, in accordance with the provisions of Section 7, the
rent shall be abated for the period during which the Leased Premi~es or any part thereof is unfit
or unavailable for use or occupancy, such abatement shall be in proportion to the percentage of
the Leased Premises which is unfit or unavailable for use or occupancy.
5. SOurce of Payment of Rentals; Pledge of Economic Development Income Tax.
(a) The rentals shall be payable as follows:
(1) Economic Development Income Tax ("EDIT"). All EDIT shall,
immediately upon receipt by the Lessee, be set aside in the Lessee's EDIT Fund held by the
1029965 4
Trustee for the benefit of the Lessor to secure the Lessee's obligation to pay lease rentals under
this Lease and used in the following order of priority and to the extent indicated below:
(i) To pay rentals due within the next twelve (12) calendar months to the:
extent required and permitted by this Lease and amounts due within the
next twelve (12) calendar months under any EDIT Parity Obligations (as
defined in Section 15); and
(ii) To pay amounts due within the next twelve (12~ calendar months under
any obligations or leases junior and subordinate to the Lease.
Any amounts not needed for the purposes described in (i) and (ii) above shall be
deposited in the Surplus Fund.
[(2) Property Taxes. To the extent EDIT is insufficient, the rentals shall also
be payable out of the Lessee's ad valorem property taxes. Upon receipt of each semiannual
distribution of property tax revenues the Lessee shall deposit in the EDIT Fund with the Trustee
an amount equal to the next lease rental payment taking into account EDIT in the EDIT Fund. At
the time of each deposit, the Lessee shall be entitled to a credit against the amount of such
deposit attributable to this Lease for any EDIT available under 5(a)(1). Prior to each rental
payment date, the Trustee shall notify the Lessee of the amount needed to make the lease rental
payment after taking into account all prior deposit and earnings thereon.]
(b) The Lessee, in consideration of the execution of this Lease by the Lessor, in order
to secure the payment of the rentals due hereunder and to secure the performance and observance
by the Lessee of all covenants expressed or implied in this Lease does hereby pledge its share of
EDIT and investment earnings on the EDIT, and all amounts in the EDIT Fund and the Surplus
Fund to secure the payment 0fthe rentals due hereunder} such pledge to be effective as set forth
in IC 5-1-14-4 without filing or recording of this Lease or any other instrument. This pledge shall
be effective only to the extent and for the term that the Lessee is obligated to pay rentals under
this Lease. The obligation to pay rentals is limited to moneys in the EDIT Fund, including EDIT,
and the Surplus Fund described below and investment earnings. The obligation to pay any lease
rentals under this Lease shall not be considered debt of the Lessee for purposes of the
Constitution of Indiana or the Act.
The Lessee hereby covenants that it will not take any action to repeal, rescind or reduce
the pledge of the EDIT under this Lease so long as this Lease remains in effect. This pledge shall
be effective only to the extent and for the term that the Lessee is obligated to pay rentals under
this Lease.
(c) (1) There is hereby created a Surplus Fund held by the Trustee into which all
EDIT not needed to pay rentals due within the next twelve (12) calendar months under this
Lease, amounts due on any EDIT Parity Obligations and amounts due under any obligations or
leases junior and subordinate to this Lease and any EDIT Parity Obligations shall be deposited.
1029965 5
(2) Any EDIT not needed in the EDIT Fund shall be deposited in the Surplus
Fund. As long as this Lease is in effect, moneys in the Surplus Fund may be used in the
following order of priority: (i) to pay Fixed Annual Rentals due under Section 2(1) of this Lease
and amounts due under any EDIT Parity Obligations; (ii) to pay Additional Rental due under
Section 2(2)(a); (iii) at the option of the Lessee, to pay Additional Rental to enable the Lessor to
redeem or purchase Bonds or refunding bonds prior to maturity as provided in Section 2(2)(b);
or (iv) for any other purposes permitted by the Act.
(3) No further EDIT shall be deposited in the Surplus Fund if the amounts on
deposit in the Surplus Fund and the EDIT Fund, together with investment earnings on such
amounts, are sufficient to pay all rentals due on this Lease and amounts owed on any EDIT
Parity Obligations.
6. Maintenance Alterations and Repairs. The Lessee assumes all responsibility for
operation, maintenance, repairs and alterations to the Leased Premises, but may, subject to
Section 9, enter into a sublease, subleases, contract or contracts for the operation, maintenance,
repair and alterations of the Leased Premises or any portion of the Leased Premises. At the end
of the Lease Term, the Lessee shall deliver the Leased Premises to Lessor in as good condition as
at the beginning of the term, reasonable wear and tear only exceptedi Equipment or other
personal property which becomes worn out or obsolete may be discarded or sold by the Lessee.
The proceeds of the sale of any personal property shall be paid to the Trustee. The Lessee may
trade in any obsolete or worn out personal property for replacement property which replacement
property will belong to the Lessee upon payment to the Trustee of an amount equal to the
trade-in value of such property. The Lessee need not replace worn out or obsolete personal
property, but may replace such property at its own expense, and the replacement property shall
belong to the Lessee.
7. Insurance. (a) The Lessee, at its own expense, will, during the Lease Term, keep
the Leased Premises insured against physical loss or damage, however caused, w/th such
exceptions as are ordinarily required by insurers of facilities of a similar type, with good and
responsible insurance companies acceptable to the Lessor and duly qualified to issue insurance
policies in Indiana. Such insurance shall be in an amount equal to one hundred percent (100%)
of the full replacement cost of the Leased Premises as certified by a registered architect,
registered engineer or professional appraisal engineers, selected by the Lessor, on or before the
beginning of the Lease Term and on or before the first day of April of each year thereafter. Such
appraisal may be based upon a recognized index of conversion factors.
(b) During the full term of this Lease, the Lessee will also, at its own expense,
maintain rent or rental value insurance in amount equal to the full rental value of the Leased
Premises for a period of two (2) years against physical loss or damage of the type insured against
pursuant to the preceding requirements of this Section.
(c) During the full term of this Lease, the Lessee will also, at its own expense, carry
combined bodily injury insurance, including accidental death and property damage with
reference to the Leased Premises in an amount not less than Three Million Dollars ($3,000,000)
1029965 6
on account of each occurrence with one or more good and responsible insurance companies. The
public liability insurance required herein may be by blanket insurance policy or policies.
(d) The proceeds of the public liability insurance required herein (after payment of
expenses incurred in the collection of such proceeds) shall be applied toward extinguishment or
satisfaction of the liability with respect to which such insurance proceeds are paid.
(e) Such policies shall be for the benefit of persons having an insurable interest in the
Leased Premises, and shall be made payable to the Lessor or to such other person or persons as
the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is
a resident of the State of Indiana, and such policies (or certificates of insurance for each policy)
and the certificate of the architect or engineer referred to above shall be deposited with the
Lessor and the Trustee. If, at any time, the Lessee fails to maintain insurance in accordance with
this Section, such insurance may be obtained by the Lessor and the mount paid therefor shall be
added to the amount of rental payable by the Lessee under this Lease; provided, however, that
the Lessor shall be under no obligation to obtain such insurance and any action or non-action of
the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing
to obtain such insurance, including its obligation to continue the rental payments in case of total
or partial destruction of the improvements as provided in Section 4.
8. Eminent Domain.. If title to or the temporary use of the Leased Premises, or any
part thereof, shall be taken under the exercise or the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority,
any net proceeds received from any award made in such eminent domain proceedings (after
payment of expenses incurred in such collection) shall be paid to and held by the Lessor.
Such proceeds shall be applied in one or more of the following ways:
(a) The restoration of the Leased Premises to substantially the same condition, as it
existed prior to the exercise of that power of eminent domain, or
(b) The acquisition, by construction or otherwise, of other improvements suitable
for the Lessee's operations on the Leased Premises and which are in furtherance of the purposes
of the Act (the improvements shall be deemed a part of the Leased Premises and available for
use and occupancy by the Lessee without the payment of any rent other than as herein provided,
to the same extent as 'if such other improvements were specifically described herein and demised
hereby)·
Within ninety (90) days from the date of entry of a final order in any eminent doma'm
proceedings granting condemnation, the Lessee shall direct the Lessor in writing as to which of
the ways specified in this Section the Lessee elects to have the net proceeds of the condemnation
award applied. Any balance of the net proceeds of the award in such eminent domain
proceedings not required to be applied for the purposes specified in subsections (a) or (b) above
shall be deposited by the Lessor in the Sinking Fund held by the Trustee under the Indenture.
1029965 7
phrase "capital actually invested" as used herein shall be Construed to include, but not by way of
limitation, the following mounts expended by the Lessor in connection with the acquisition,
Construction and financing of the Leased Premises: organization expenses, financing costs; carry
charges} legal fees, architects' and engineers' fees and reasonable cOsts and expenses incidental
thereto.
Upon request of the Lessee made not less than sixty (60) days prior thereto, the Lessor
agrees to furnish an itemized statement setting forth the amount required to be paid by the Lessee
on the next rental payment date in order to purchase the Leased Premises in accordance with the
preceding paragraph. Upon the exercise of the option to purchase granted herein, Lessor will
upon payment of the option price deliver, or cause to be delivered, to the Lessee documents
conveying to the Lessee, or any entity designated by the Lessee, all of the Lessor's title to the
property being purchased, as such property then exists, subject to the following: (i) those liens
and encumbrances (if any) to which title to the property was subject when conveyed to Lessor;
(ii) those liens and encumbrances created by the Lessee and to the creation or suffering of which
the Lessee consented, and liens for taxes or special assessments not then delinquent; and (iii)
those liens and encumbrances on its part contained in this Lease.
ha the evem of purchase of the Leased Premises by the Lessee or conveyance of the
Leased Premises to the Lessee or the Lessee's designee, the Lessee shall procure and pay for all
surveys, title searches, abstracts, title policies and legal services that may be required, and shall
furnish at the Lessee's expense all documentary stamps or tax payments required for the transfer
of title.
Nothing contained herein shall be construed to provide that Lessee shall be under any
obligation to purchase the Leased Premises, or under any obligation in respect to the creditors or
security holders of the Lessor.
12. Transfer to Lessee. If the Lessee has not exercised its option to renew in
accordance with the provisions of Section I0, and has not exercised its option to purchase the
Leased Premises ~n accordance with the provisions of Section 11, and upon the full discharge
and performance by the Lessee of its obligations under this Lease, the Leased Premises shall
thereupon become the absolute property of the Lessee, subject to the limitations, if any, on the
conveyance of the site for the Project to the Lessor, and upon the Lessee's request, Lessor shall
execute proper instruments conveying to the Lessee. or to any entity designated by the Lessee,
all of Lessors title to the Leased Premises.
13. Defaults. If the Lessee shall default (a) in the payment of any rentals or other
sums payable to the Lessor hereunder, or in the payment of any other sum herein required to be
paid for the Lessor, or (b) in the observance of any other covenam agreement or condition
hereof, and such default shall continue for sixty (60) days after written notice to correct such
default; then, in any or either of such events, the Lessor may proceed to protect and enforce its
rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for
specific performance of any covenant or agreement contained herein, or for the enforcement of
any other appropriate legal or equitable remedy; or the Lessee, at its option, without further
notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for
1029965 9
the Lessor forthwith to resume possession of the Leased Premises and the Lessee covenants to
surrender the same forthwith upon demand.
The exercise by the Lessor of the above fight to terminate this Lease shall not release the
Lessee from the performance of any obligation hereof maturing prior to the Lessor's actual entry
into possession. No waiver by the Lessor of any right to terminate this Lease upon any default
shall operate to waive such right upon the same or other default subsequently, occun-ing.
14. Parity Obligations - EDIT. The Lessee reserves the right to enter into leases or
other obligations payable from EDIT, in whole or in part, and entitled to the pledge of EDIT on a
parity with this Lease in accordance with the requirements set forth below (''EDIT Parity
Obligations") for the propose of raising money for future local public improvements in
accordance with the Act. The authorization and issuance of such Parity obligations shall be
subject to the following conditions precedent:
(a) All rental payments due under the Lease and all payments on any EDIT Parity
Obligations payable from the EDIT shall be current to date in accordance with .the terms thereof,
with no payment in arrears.
(b) For EDIT Parity Obligations payable from EDIT without other unlimited property
tax authorized to pay such EDIT Parity Obligations or without a pledge of the local option
income taxes, the Lessee, the Lessor and the Trustee shall have received a Certificate prepared by
an independent, qualified accountant or feasibility consultant (,'Certifier") certifiing the amount
of the EDIT estimated to be received in each succeeding year, which estimated amount shall be
at least equal to one hundred twenty-five percent (125%) of the lease rental and debt Service
requirements with respect to the outstanding Lease and EDIT Parity Obligations and the
proposed EDIT Parity Obligations, for each respective year during the term of the outstanding
Lease and EDIT Parity Obligations. EDIT Parity Obligations secured by an unlimited property
tax levy or by a pledge of the local option income taxes may be entered into without meeting the
foregoing requirements in this subsection (b).
(c) Payments of any EDIT Parity Obligations or junior obligations shall be payable
semiannually in approximately equal installments on and
The Lessee ~hall approve and confirm the findings and estimates set forth in the above-
described certificate in any resolution authorizing the EDIT Parity Obligations. Except as
provided in this Lease, the terms and conditions of any EDIT Parity Obligations shall be set forth
in the resolution authorizing such EDIT Parity Obligations.
15. Notices. Whenever either party shall be required to give notice to the other under
this Lease, it shall be sufficient service of such notice to deposit the same in the United States
mail in an envelope duly stamped, registered and addressed to the other party or parties at the
following addresses: (a) to Lessor: Jeffersonville Building Corporation, Attn: President, 501 E.
Court Avenue, Jeffersonville, Indiana 47130; Co) to Lessee: City of Jeffersonville, Attn: Clerk
Treasurer, 501 East Court Avenue, Jeffersonville, Indiana 47130; and (c) to Trustee at the
address set forth in the Trust Indenture.
1029965 10
The Lessor, the Lessee and the Trustee may by notice given hereunder, designate any
further or different addresses to which subsequent notices, certificates, requests or other
communications shall be sent.
18. Successors or Assigns. All covenants of this Lease, whether by the Lessor or the
Lessee shall be binding upon the successors and assigns of the respective parties hereto.
19. Construction of Covenants. The Lessor was organized for the purpose of, among
other things, constructing, acquiring, equipping and renovating local public improvements in the
Economic Development Area and leasing the same to the Lessee under the provisions of the Act.
All provisions herein contained shall be construed in accordance with the provisions of the Act,
and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease
and the provisions of the Act, the Act shall be deemed to be controlling and binding upon the
Lessor and the Lessee.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for
and on their behalf on the date first written above.
LESSOR
JEFFERSONVILLE BUILDING CORPORATION
By:
President
Attest:
Secretary
LESSEE
CITY OF JEFFERSONVILLE
By:
Mayor
Attest:
Clerk Treasurer
This instrument was prepared by Sue A. Beesley, Bingham McHale, LLP,
2700 Market Tower, 10 West Market Street, Indianapolis, IN 46204-4900
1029965 12
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
Before me, the undersigned, a Notary Public in and for this County and State, personally
appeared and , personally known to me to be
the President and the Secretary, respectively, of the Jeffersonville Building Corporation, and
acknowledged the execution of the foregoing Lease for and on behalf of the Jeffersonville
Building Corporation.
WITNESS my hand and notarial seal this day of
,2006.
(Written Signature)
(Printed Name)
(Seal)
My Commission Expires:
County of Residence:
1029965 13
STATE OF INDIANA )
) SS:
COUNTY OF CLARK )
Before me, the undersigned, a Notary Public in and for this County and State, personally
appeared Robert Waiz, Jr. and Peggy Wilder, personally known to me to be the Mayor and the
Clerk Treasurer, respectively, of the City of Jeffersonville, and acknowledged the execution of
the foregoing Lease for and on behalf of the City of Jeffersonville.
WITNESS my hand and notarial seal this ~ day of
_,2006
(Written Signature)
(Printed Name)
(Seal)
My Commission Expires:
County of Residence:
1029965 14
EXHIBIT A
DESCRIPTION OF PROJECT
The Project consists of a fire station located at
in the City of Jeffersonville, Indiana and improvements related to the fire station.
EXHIBIT B
LEGAL DESCRIPTION
OF REAL ESTATE ON WHICH PROJECT WILL BE LOCATED
NOTICE OF PRELIMINARY DETERMINATION
TO ENTER INTO LEASE
Notice is hereby given that on February 27, 2006, the Common Council of Jeffersonville,
Indiana, made a preliminary determination to enter into leases with the Jeffersonville Building
Corporation to finance the acquisition, improvement, construction and equipping of two (2) new
fire stations. The maximum term of the leases shall be __ years. The maximum lease rental
for each shall be $ annually. The estimated interest rate that will be paid is
and the total interest costs associated with each lease is $ . The purpose
of the leases is to provide for the acquisition, improvement, construction and equipping of two
(2) new fire stations and the land acquisition and financing associated with the facilities. The
financing will involve the sale of bonds in an amount not to exceed $ Any
owners of real property within the City of Jeffersonville, Indiana who want to initiate a petition
and remonstrance process against the proposed lease payments must file a petition that complies
with Ind{ana Code 6-1.1-20-3.1(4) and (5) not later than thirty (30) days after publication in
accordance with Indiana Code 5-3-1.
1029657