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HomeMy Public PortalAbout1999-20 EDIT BondsCOMtiION COUNCIL OF THE CITY OF GREENCAST.LE, INDIANA ® ORDINANCE NO. 1999-20 AN ORDINANCE OF THE CITY OF GREENCAS TLE,11101ANA (THE "CITY "), AUTHORIZING THE ISSUANCE AND SALE OF COUNTY ECONOMIC DEVELOPMENT INCOME TAX REVENUE BONDS OF THE CITY PAYABLE SOLELY FROM COUNTY ECONOMIC DEVELOPMENT INCOME TAX REVENUES TO BE RECEIVED BY THE CITY rN TIM PRINCIPAL AMOUNT OF FIVE HUNDRED SEVENTY THOUSAND DOLLARS ($570,000) FOR THE PURPOSE OF FINANCING COSTS OF VARIOUS PROPOSED ECONOMIC DEVELOPMENT PROJECTS OF THE CITY, TOGETHER WITH EXPENSES IN CONNECTION WITH THE ISSUANCE OF BONDS. WHEREAS, the Putnam County Council has heretofore adopted an ordinance imposing the county economic development income tax on the county taxpayers of Putnam County, pursuant to Indiana Code 6- 3.5 -7 -5; and WHEREAS, on the date hereof, the Common Council of the City (the "Common ® Council ") adopted, and the Mayor of the City approved, an amended capital improvement plan (the "Plan") pursuant to Indiana Code 6- 3.5 -7 -15 specifying the uses of the revenues to be received by the City under Indiana Code 6 -3.5 -7 (the "Act "); and WHEREAS, the Plan sets forth the City's intention to use the revenues to be received under Indiana Code 6 -3.5 -7 for, among otherprojects, the following economic development proj ects or for the retirement of bonds issued under Indiana Code 6- 3.5 -7 -14 to finance such projects: (a) acquisition of real estate to provide for office space for the City; and (b) engineering study and design work relating to Indianapolis Road from Wood Street east to State Road 240 in the City (collectively the "Economic Development Projects "); and E WHEREAS, based on engineering and technical studies, the cost of the Economic Development Projects, together with expenses in connection with the issuance of bonds therefor, is • in excess of Five Hundred Seventy Thousand Dollars ($570,000); and WHEREAS, the proposed Economic Development Projects constitute "economic development projects" as defined in Indiana Code 6- 3.5- 7- 13.1(c) in that they will promote significant opportunities for the gainful employment of the citizens of the City and will involve expenditures for various costs relating to infrastructure improvements; and WHEREAS, such Economic Development Projects and the financing by the City of the costs of such Economic Development Projects are necessary and will be of general benefit to the City and its citizens; and WHEREAS, the City has no funds available or provided for in the existing budgets or tax levies or sources of revenue that may be applied to the costs of the proposed projects, making is it necessary to authorize the issuance of county economic development income tax revenue bonds of the City as authorized by Indiana Code 6- 3.5 -7 -14; and WHEREAS, on December 15, 1999, the Board of Public Works and Safety of the City adopted a resolution, finding a need for the issuance of bonds to finance the costs of the proposed Economic Development Projects, presenting its Estimate and Request, recommending forms of a bond ordinance and an appropriation ordinance, and recommending the issuance of bonds for such purpose to the Common Council; NOW, THEREFORE, BE IT ORDAINED 13Y THE COMMON COUNCIL OF THE CITY OF GREENCASTLE, INDIANA, AS FOLLOWS: • -2- ::ODMATCDOCSVNDOCS I \186738\ SECTION 1. The City is hereby authorized to make a loan in the principal amount ® of Five Hundred Seventy Thousand Dollars (5570,000), for the purpose of providing funds to be applied to the costs of any or all or anyportion of the Economic Development Projects, together with expenses in connection with the issuance of bonds to provide therefor. The financing of such Economic Development Projects, together with expenses in connection with the issuance of bonds to provide therefor, is undertaken pursuant to the City's Plan, which Plan is hereby found to be sufficient and in compliance with Indiana Code 6- 3.5 -7 -15. SECTION 2. In order to procure funds for such loan, the City is hereby authorized and directed to have prepared and to issue and sell negotiable county economic development income tax revenue bonds of the City, to be designated as "City of Greencastle, Indiana, County Economic Development Income Tax Revenue Bonds, Series 2000" (the "Bonds "), in the aggregate principal ® amount of Five Hundred Seventy Thousand Dollars ($570,000). The Bonds shall be payable solely from the Sinking Fund referred to below. The Bonds shall be issued in fully registered form in the denomination of Five Thousand Dollars ($5,000) or an integral multiple thereof ( "Authorized Denominations ") not exceeding the aggregate principal amount of Bonds maturing in any year. The Bonds shall be numbered consecutively from 2000R -1 upwards and shall bear interest payable semiannually commencing July 1, 2000 and each January 1 and July 1 thereafter, at a rate or rates not to exceed eight percent (8 %) per annum (the exact rate or rates of interest to be determined by negotiation or by competitive sale as set forth in Section 4 hereof). Interest shall be calculated on the basis of twelve (12) thirty (30) -day months for a three hundred sixty (360) -day year. El ::ODMA\PCDOCS\INDOCS 1 \1367381 The Bonds shall mature serially on January 1 in the years and amounts as follows: Date Principal Amount Date Principal Amount • 2001 $15,000 2011 $30,000 2002 $15,000 2012 $30,000 2003 $20,000 201 1 ) $30.000 2004 $20,000 2014 $35,000 2005 $20,000 2015 $35,000 2006 $20,000 2016 $35,000 2007 $20,000 2017 $40,000 2008 $25,000 2018 $40,000 2009 $25,000 2019 $45,000 2010 $25,000 2020 $45,000 The Clcrk- Treasurer of the City (the "Clerk- Treasurer ") is hereby appointed as Registrar and Paying Agent (the Clerk- Treasurer and any subsequent registrar and paying agent appointed pursuant to this Ordinance shall hereinafter be referred to as the "Registrar" or the "Paying Agent" or in both such capacities as the "Registrar and Paying Agent ") for the Bonds and is hereby charged with the responsibility of authenticating the Bonds. The Registrar shall keep and maintain at its principal office books for the registration and for the transfer of the Bonds (the "Bond Register "). The Clerk- Treasurer is hereby authorized and directed, on behalf of the City, to enter into such agreements or understandings with any subsequently appointed registrar and paying agent as will enable the Registrar and Paying Agent to perform the services required of a registrar and a -4- ::ODMA\PCDOCSVNDOCS 1 \186738\? • paying agent, and is authorized and directed to pay any such subsequently appointed registrar and paying agent for its services out of available funds. The principal of and premium, if any, on the Bonds shall be payable at the principal office of the Paying Agent for the Bonds. Interest on the Bonds shall be paid by check or draft mailed or delivered to the registered owners thereof at the address as it appears on the Bond Register as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by such registered owners. All payments on the Bonds shall be made in any coin or currency of the United States of America which on the dates of such payments shall be legal tender for the payment of public and private debts. Each Bond shall be transferable or exchangeable only upon the Bond Register, by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or his attorney duly authorized in writing; provided, however, that no such transfer or exchange shall be authorized or effected unless the registered owner delivers a written notice to the City and the Registrar stating the intent to make such transfer or exchange at least fifteen (15) days prior to the date such transfer or exchange is intended to take place, and provided further, that no transfer or exchange for less than the entire principal amount of such Bond shall be authorized to be made or effected by the Registrar. In the event that any Bond is duly transferred or exchanged in accordance herewith, a new fully registered Bond or Bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. -5- ::ODMA\PCDOCS\L','DOCS 1\ 1 86738\? Bonds may be transferred or exchanged without cost to the registered owner, except for any tax or governmental charge required to be paid with respect to the excluange. The Registrar shall not be • obligated to make any exchange or transfer of Bonds called for redemption or during the period from the fifteenth day of any calendar month immediately preceding an interest payment date on the Bonds until such interest payment date. The City, the Registrar and the Paying Agent for the Bonds may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate anew Bond of like date, maturity and denomination as thatmutilated, lost, stolen or destroyed, which new Bond shall be marked in a manner to distinguish it from the Bond for which it was issued; provided that, bathe case of any mutilated Bond, such mutilated Bond • shall first be surrendered to the City and the Registrar, and in the case of any lost, stolen or destroyed Bond there shall be first furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such lost, stolen or destroyed Bond shall have matured, instead of issuing a duplicate Bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such Bond with their reasonable fees and expenses in connection with the above. Every substitute Bond issued by reason of any Bond being lost, stolen or destroyed shall, with respect to such Bonds, constitute a substitute contractual obli of the City, whether or not the lost, stolen or destroyed Bond shall be found 0 -6- :MN AWCDOCSTINDOCS I'd 867381? at anytime, and shall be entitled to all the benefits of this Ordinance, equally and proportionately ® with any and all other Bonds duly issued hereunder. The Bonds and any bonds hereafter issued on a parity therewith, as to principal, Premium, if any, and interest, shall be payable from and secured by an irrevocable pledge of and shall constitute a charge upon all the county economic development income tax revenues of the City deposited into the Sinking Fund as defined below. The City shall not be obligated to pay the Bonds or the premium, if any, or the interest thereon except from the county economic development income tax revenues of the City deposited into the Sinking Fund as defined below. The Bonds shall bear an Original Date which shall be the first day of the month in which the Bonds are delivered, and each Bond shall also bear the date of its authentication. Bonds authenticated on or before June 15, 2000, shall be paid interest from the Original Date. Bonds ® authenticated thereafter shall be paid interest from the interest payment date next preceding the date of authentication of such Bonds unless the Bonds are authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest thereon shall be paid from such interest payment date. The Bonds shall be executed in the name of the City of Greencastle, Indiana, by the manual or facsimile signature of the Mayor of the City, and attested by the manual or facsimile signature of the Clerk- Treasurer, who shall cause the official seal of the City to be impressed or a facsimile thereof to be printed or otherwise reproduced on each of the Bonds. Subject to the provisions for registration and the other limitations, the Bonds shall be negotiable under the laws of the State of Indiana. 11 -7- ::ODMA I `.l86738\? The Bonds shall be authenticated with the manual signature of an authorized representative of the Registrar, and no Bond shall be. valid or obligatory for a purpose until the is certificate of authentication on such Bond shall have been so executed. The Registrar or the Paying Agent may at any time resign as registrar or paying agent by giving thirty (30) days' written notice to the City and by first -class mail to each registered owner of Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor registrar or paying agent, as the case may be, by the City. Such notice to the City may be served personally or be sent by registered mail. The Registrar or Paying Agent may be removed at any time as registrar or paying agent by the City, in which event the City may appoint a successor registrar or paying agent, as the case may be. The City shall notify each registered owner of Bonds then outstanding by first -class mail of the removal of the Registrar or Paying Agent. Notices to registered owners of Bonds shall be deemed to be given when mailed • by first -class mail to the addresses of such registered owners as they appear on the Bond Register. Any predecessor Registrar shall deliver all the Bonds in its possession and the Bond Register to the successor Registrar, and any predecessor Paying Agent shall deliver all the cash in its possession to the successor Paying Agent. SECTION 3. The form and tenor of the Bonds shall be substantially as follows (all blanks to be properly completed prior to the preparation of the Bonds): E -8- ::ODMAT CDOCSVNDOC S 1%1867' 8\2 - UNITED STATES OF AMERICA ® STATE OF NDIANA COUNTY OF PUTN_AM No. 2000R- $ CITY OF GREENCASTLE, INDIANA, COUNTY ECONOMIC DEVELOPMENT INCOME TAX REVENUE BOND, SERIES 2000 INTEREST MATURITY ORIGINAL AUTHENTICATION CUS1P RATE DATE DATE DATE % January 1, 20_ _, 2000 REGISTERED OWNER: PRINCIPAL SUM: The City of Greencastle (the "City "), in the State of Indiana, for value received, hereby promises to pay to the Registered Owner (named above) or registered assigns, but solely from ® the special revenue fund hereinafter referred to, the Principal Sum set forth above on the Maturity Date set forth above, and to pay interest on the Principal Sum to the Registered Owner of this bond until the City's obligation with respect to the payment of the Principal Sum shall be discharged, at the per annum rate specified above from the interest payment date immediately preceding the date of authentication of this bond, umless this bond is authenticated on or before June 15, 2000, in which case interest shall be paid from the Original Date specified above, or unless this bond is authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest shall be paid from such interest payment date. Interest is payable July 1, 2000, and semiannually thereafter on January 1 and July 1 of each year by check 11 -9- ::ODMA\PCDOCSM4DOCS 1 \186'38\2 or draft. Interest shall be calculated on the basis of twelve (12) thirty (30) -day months for a three hundred sixty (360) -day year. • The principal of and premium, if any, on this bond are payable in lawful money of the United States of America at the principal office of the Clerk- Treasurer of the City, as Paying Agent (which term shall include any successor paying agent). Interest on this bond shall be paid by check or draft mailed or delivered to the Registered Owner hereof at the address as it appears on the books kept by the Clerk- Treasurer of the City, as Registrar (which term shall include any successor registrar) for the registration and for the transfer of the bonds (the "Bond Register ") as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by the Registered Owner. All payments on this bond shall be made in any coin or currency of the United States of America which on the dates of such payments shall be legal tender for the payment of public and private debts. • This bond is one of all authorized issue of bonds of the City of Greencastle, Indiana, aggregating Five Hundred Seventy Thousand Dollars ($570,000) numbered consecutively from 2000R- I upwards, issued pursuant to an ordinance adopted by the Common Council of the City on December 30, 1999, entitled "An Ordinance of the City of Greencastle, Indiana (the "City "), authorizing the issuance and sale of county economic development income tax revenue bonds of the City payable solely from county economic development income tax revenues to be received by the City in the principal amount of Five Hundred Seventy Thousand Dollars ($570,000) for the purpose of financing costs of various proposed economic development projects of the City, together with expenses in connection with the issuance of bonds" (the "Ordinance "), and the Indiana Code. i -10- ::OD,, DOCSI \186738\2 Reference is hereby made to the Ordinance for a description of the nature and extent of the rights, ® duties and obligations of the owners of the bonds and the City and the terms on which this bond is issued, and to all the provisions of the Ordinance to which the Registered Owner hereof by the acceptance of this bond assents. Pursuant to provisions of the Ordinance, the principal of and premium, if any, and interest on this bond and all other bonds of such issue and any bonds hereafter issued ranking on a parity therewith, are payable solely from the Sinking Fund created by the Ordinance to be provided from the county economic development income tax revenues of the City. The City shall not be obligated to pay this bond or the interest thereon except from said special fund provided from said revenues. Subject to the provisions for registration and to certain other provisions set forth in the Ordinance, this bond is negotiable under the laws of the State of Indiana. The City irrevocably pledges the entire county economic development income tax revenues of the City deposited into the Sinking Fund created by the Ordinance, to the extent necessary for that purpose, to the prompt payment of principal of and interest on the bonds authorized by the Ordinance, of which this is one, and any bonds hereafter issued on a parity therewith. The City reserves the right pursuant to the terms and conditions of the Ordinance to authorize and issue additional bonds hereafter payable out of the county economic development income tax revenues of the City, ranking on a parity herewith or junior hereto, for the purpose of financing additional costs of the economic development projects for which the bonds were issued and future economic development projects and such other projects as may be permitted by law. -11- ::ODMA\PCDOCST,'DOCS I V 86738 ? The Bonds maturing on or after January 1, 2011 may be redeemed by the City, in whole or in part, on any date on or after January 1, 2010, without premium or penalty, but with . accrued interest to the date of prepayment, upon at least fifteen (1 5) days' written notice to the Registered Owner and pursuant to the terms of the Ordinance. The principal of and premium, if any, and interest on this bond and all other bonds of the issue and any bonds hereafter issued ranking on a parity herewith are, to the extent and as provided in the Ordinance, payable solely out ofthe Sinking Fund created pursuant to the Ordinance, to be provided from the county economic development income tax revenues to be received by the City. Inthe mannerprovided inthe Ordinance, the Ordinance and the rights and obligations of the City and of the owners of the bonds may (with certain exceptions as stated in the Ordinance) be modified or amended with the consent of the owners of at least sixty percent (60 %) in aggregate principal amount of outstanding bonds exclusive of bonds, if any, owned by the City. Additional • bonds ranking on a parity with the bonds authorized by the Ordinance and other bonds, junior to the bonds authorized by the Ordinance, can be issued in accordance with the terms of the Ordinance. This bond is transferable or exchangeable only upon the Bond Register, by the Registered Owner hereof in person, or by his attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered Owner or his attorney duly authorized in writing; provided, however, that no such transfer or exchange shall be authorized or effected unless the Registered Owner delivers a written notice to the City and the Registrar stating the intent to make such transfer or exchange at ::0DhfA\PCD0CS\I\M0CS R 18673 8L least fifteen (15) days prior to the date such transfer. or exchange is intended to take place, and ® provided further, that no transfer or exchange for less than the entire principal amount of this bond shall be authorized to be made or effected by the Registrar. In the event that this bond is duly transferred or exchanged in accordance herewith, a new fully registered bond or bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or to the Registered Owner, as the case may be, in exchange therefor. This bond may be transferred or exchanged without cost to the Registered Owner, except for any tax or governmental charge required to be paid with respect to the transfer or exchange. The Registrar shall not be obligated to make any exchange or transfer of this bond if it has been called for redemption or during the period from the fifteenth day of any calendar month immediately preceding an interest payment date on this bond until such interest payment date. The City, the Registrar and ® the Paying Agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes, including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. In the event this bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new bond of like date, maturity and denomination as this bond, which new bond shall be marked in a manner to distinguish it from this bond; provided that, in the case of this bond being mutilated, this bond shall first be surrendered to the City and the Registrar, and in the case of this bond being lost, stolen or destroyed, there shall first be furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event that this bond, being lost, stolen or El -13- ::ODNfA\PCDOCS\INDOCS I\ 186738\2 destroyed, shall have matured, instead of issuing a duplicate bond the City and the Registrar may, upon receiving indemnity satisfactory to them, pay this bond without surrender hereof In such • event, the City and the Registrar may charge the owner of this bond with their reasonable fees and expenses in connection with the above. Every substitute bond issued by reason of this bond 'being lost, stolen or destroyed shall, with respect to this bond, constitute a substitute contractual obligation of the City, whether or not this bond, being lost, stolen or destroyed shall be found at any time, and shall be entitled to all the benefits of the Ordinance, equally and proportionately with any and all other bonds duly issued thereunder. The Registrar or Paying Agent may at any time resign as registrar or paying agent by giving thirty (30) days' written notice to the City and by first -class mail to the registered owners of bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor registrar orpaying agent, as the case may be,by the City. Such notice to the City may be served personally or be sent by registered mail. The Registrar or • Paying Agent may be removed at any time as registrar or paying agent by the City, in which event the City may appoint a successor registrar or paying agent, as the case may be. The City shall notify the Registered Owner of this bond, if then outstanding, by first -class mail of the removal of the Registrar or the Paying Agent. Notices to registered owners of bonds shall be deemed to be given when mailed by first -class mail to the addresses of such registered owners as they appear in the registration books kept by the Registrar. • -14- ::OD,Y,A\PCDOCS\rNDOC S I\ 186738U The bonds maturing in any one year are issuable only in fully registered form in the denomination of Five Thousand Dollars ($5,000) or any integral multiple thereof not exceeding the aggregate principal amount of the bonds maturing in such year. If this bond shall have become due and payable in accordance with its terms or this bond or a portionhereof shall have been duly called for redemption or irrevocable instructions to call this bond or a portion hereof for redemption shall be given, and the whole amount of the principal of, the premium, if any, and interest, so due and payable upon all of this bond or a portion hereof then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such propose, or (iii) time certificates of deposit of a bank or banks, fully secured as to both principal and interest ® by obligations of the kind described in (ii) above, the principal of and interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case this bond or such portion hereof shall no longer be deemed outstanding or an indebtedness of the City. It is hereby certified and recited that all acts, conditions and things required by law and the Constitution of the State of Indiana to be done precedent to and in the execution, issuance, sale and delivery of this bond have been properly done, happened and performed in regular and due form as provided by law; and that this bond and the total issue of bonds is within every limit of indebtedness provided by the Constitution and laws of the State of Indiana. 4# -15- ::OD,MA\PCDOCS \LW OCS I \ 186738E This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance authorizing this bond until the certificate of • authentication hereon shall have been duly executed by the Registrar (or a duly authorized representative thereof). N WITNESS NVHEREOF, the City of Greencastle, in the State of Indiana, by ordinance of its Common C0111761, has caused this bond to be executed in its corporate name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk- Treasurer, who has caused the official corporate seal of the City to be impressed or a facsimile thereof to be printed or otherwise reproduced hereon. CITY OF GREENCASTLE, INDIANA By: (Facsimile)_ Mayor, City of Greencastle, Indiana • (SEAL) ATTEST: (Facsimile) Clerk- Treasurer, City of Greencastle, Indiana REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Ordinance. Clerk- Treasurer, City of Greencastle, Indiana, as Registrar • -16- :0DMA\PCD0CSUNDCCS 1 \13673 SU ASSIGNMENT ® FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (insert name and address) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears on the face of the within bond in every particular, without alteration or enlargement or any chan whatsoever. O Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firni of the New York Stock Exchange or a commercial bank or trust company. [End of Bond Form] SECTION 4. The Mayor and the Clerk - Treasurer are hereby authorized to elect in their joint discretion (i) to sell all of the Bonds by negotiation or (ii) to sell all of the Bonds at a Public sale. Any such election shall be evidenced by the Mayor's transmittal of written notice to the Common Council. Ll -17- :.ODMATCDCCS�UDOCS IV 86738L SECTION 5. The provisions of this Section 5 shall govern the sale of the Bonds if the Mayor and the Clerk- Treasurer elect to sell the bonds at a public sale. Prior to the sale of the • Bonds, the Clerk- Treasurer shall cause to be published a notice of intent to sell two (2) times at least one (1) week apart in the Greencastle Banner- Graphic and the Indianapolis Court & Commercial Record The notice of such sale or a summary thereof may also be published in Credit Markets a financial journal published in the City and State of New York, and/or in other newspapers, in the discretion of the Clerk- Treasurer. The notice must state that any person interested in submitting a bid for the Bonds may famish in writing, at the address set forth in the notice, the person's name, address and telephone number, and that any such person may also furnish a telex number. The notice must also state: (1) the aniount of the Bonds to be offered; (2) the denominations; (3) the dates of maturity; (4) the maximum rate or rates of interest; (5) the place of sale; and (6) the time within which the name, address and telephone number must be furnished, which must not be less than seven • days after the last publication of the notice. Each person so registered shall be notified of the date and time bids will be received not less than twenty -four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by the person, and also by telex if the person furnishes a telex number. Such notice may also include such other information as the Clerk- Treasurer shall deem necessary. Such notice shall also provide, among other things, that each bid shall be accompanied by a certified or cashier's check or a financial surety bond from an insurance company in the amount of Five Thousand Seven Hundred Dollars ($5,700) to guarantee performance on the part of the bidder; that if the Bonds are awarded to a bidder who has submitted a financial surety bond to the City, then such bidder must submit the required amount of the good • -18- ::ODbfA\PCDOCS \INDOCSI \186738 2 faith deposit to the City in the form of a certified or cashier's check (or a wire transfer consisting of ® immediately available funds to the City as instructed by the City) not later than 3: 00 p.m. (local time) on the next business day following the award by the City; that if such check or wire transfer is not received by that time, the financial surety bond may be drawn upon by the City to satisfy the deposit requirements; and that in the event the successful bidder shall fail or refuse to accept delivery of and pay for the Bonds as soon as the Bonds are ready for delivery, or at the time fixed in the notice of intent to sell, then such check and the proceeds thereof shall become the property of the City and shall be considered as its liquidated damages on account of such default. All bids for the Bonds shall be sealed and shall be presented to the Clerk- Treasurer at the Clerk- Treasurer's office, and the Clerk - Treasurer shall continue to receive all bids offered until the hour fixed for the sale of the Bonds, at which time and place the Clerk - Treasurer shall open and consider each bid. Bidders for the Bonds shall be required to name the rate or rates of interest which the Bonds are to bear, not exceeding the maximum rate hereinabove fixed. Said interest rate or rates shall be in multiples of one- eighth(1 /8)or one-twentieth (1 /20)of one percent (I%). Bidsspecifying more than one interest rate shall also specify the amount and maturities of the Bonds bearing each rate, and all Bonds maturing on the same date shall bear the same single rate of interest. The interest rate on Bonds of a given maturity must be at least as great as the interest rate on Bonds of any earlier maturity. Subject to the provisions contained below, the Clerk- Treasurer shall award the Bonds to the bidder offering the lowest interest cost to the City, to be determined by computing the total interest on all of the Bonds from the date thereof to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of any discount, if any. No bid for less than u -19- : :0DMA\PCDCCSVND0CS 1 \186738\1 ninety -eight percent (98 %) of the par value of the Bonds (or such higher percentage of the par value of the Bonds as the Clerk - Treasurer, with the advice of the financial advisor to the City, shall • determine prior to publication of the notice of intent to sell), plus accrued interest at the rate or rates named to the date of delivery, will be considered. The Clerk- Treasurer shall have full right to reject any and all bids. In the event no acceptable bid is received at the time fixed for the sale of the Bonds, the Clerk- Treasurer shall be authorized to continue to receive bids from day to day thereafter for a period not to exceed thirty (30) days, without readvertising, pursuant to Indiana law. The Clerk - Treasurer is hereby authorized to determine, in the Clerk- Treasurer's discretion, to sell the Bonds pursuant to the general provisions of Indiana Code 5 -1 -11 (rather than Section 2(b) thereo o, and in the event of such adetermination, those portions of this Section 5 which conflict with such provisions shall be deemed inapplicable. SECTION 6. The Clerk- Treasurer is hereby authorized and directed to have the 0 Bonds prepared. In case any officer whose signature appears on the Bonds shall cease to hold that office before the delivery of the Bonds, the signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the delivery of the Bonds. After the Bonds have been properly executed, the Clerk - Treasurer shall deliver the Bonds to the purchasers in the manner provided by law. Prior to the delivery of the Bonds, the Clerk- Treasurer shall be authorized to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, bond counsel for the City of Greencastle, Indiana, and to furnish such opinion to the purchaser of the Bonds. The cost of such • -20- ::ODMA\PCDOCSVNDOCS 1 \1867381? opinion shall be considered as part of the costs in connection with the issuance of the Bonds and ® shall be paid out of proceeds of the Bonds. SECTION 7. The Bonds, when fully paid for and delivered to the purchaser, shall be valid and binding special revenue obligations of the City, payable solely out of the county economic development income tax revenues of the City to be fixed and set aside into the Sinking Fund, as herein provided, and the proceeds derived from the sale of the Bonds shall be and are hereby set aside for application by the City solely to the payment of the costs of the Economic Development Projects, together with expenses in connection with the issuance of the Bonds, as provided herein. The proper officers of the City are hereby authorized and directed to draw all proper and necessary warrants and to do whatever acts and things may be necessary or appropriate in their judgment to carry out all of the provisions of this Ordinance. SECTION 8. The revenues received by the City from distributions of the county economic development income tax shall be used and applied by the City only as provided in this Ordinance and in strict accordance with the provisions of Indiana Code 6- 3.5 -7, as amended. All of such revenues shall be segregated and kept in special accounts separate and apart from all other funds of the City and shall be used and applied in payment of bonds and interest thereon which by their terms are payable from such revenues, in accordance with this Ordinance and the Act. There is hereby created and established pursuant to the Act a fund to be known as the "Economic Development Income Tax Fund" consisting of a Bond Principal and Interest Account (which shall also be referred to sometimes as the "Sinking Fund," and which account the City hereby covenants and agrees to cause to be kept and maintained so long as needed for the purposes set forth herein) El -21- ::0DMA\PCD0CSTNDOCS 1\ 186738@ and, also, an Excess Account. All of the county economic development income tax revenues of the City shall be set aside in the following accounts in the following order of priority and to the extent • indicated below: (1) Bond Principal and Interest Account; and (2) Excess Account. (a) Bond Principal and Interest Account As soon as possible upon receipt by the City of county economic development income tax distributions due in May and November of each year beginning in calendar year 2000 (the "May Distribution" and the "November Distribution," respectively), but in any event not later than June 15 (in the case of the May Distribution), or December 15 (in the case ofthe November Distribution), next following the receipt by the City of such revenues, the City shall set apart curd pay all of such revenues into the Bond Principal and Interest Account to be used to pay the interest on and principal of the Bonds; provided, however, that no deposit shall be made into such account from the May Distribution in any year when the balance therein is sufficient to pay the interest due on the Bonds on the interest payment date next following such distribution and the principal and interest clue on the Bonds on theprincipal payment date next following such distribution, and no deposit shall be made into such account from the November i 22- ::ODMA\PCDOCS4Yi DOCS 1118613 fit? Distribution of any year when the balance therein is sufficient to pay • the principal and interest due on the Bonds on the principal payment date next following such distribution. (b) Excess Account Any remaining county economic development income tax revenues of th City shall be deemed excess funds and shall be deposited in the Excess Account for appropriation and use as permitted by law. In the event of any deficiency at any time in the Bond Principal and Interest Account for the purposes of paying the interest on or principal of the Bonds or such additional bonds as authorized herein, funds may be withdrawn from the Excess Account for deposit into the Bond Principal and Interest Account in • the amount of such deficiency. All funds in such accounts shall be segregated and kept separate and apart from all other finds of the City and shall be deposited in lawful depositories of the City and continuously held and secured or invested as provided by law. Interest earned in each such account shall be credited to such account. SECTION 9. Any accrued interest and premium received at the time of the delivery of the Bonds shall be deposited into the Bond Principal and Interest Account. The remaining proceeds from the sale of the Bonds shall be deposited in a special fund to be designated as the "City of Greencastle, Indiana, Economic Development Project Construction Fund" (the "Construction Fund "). Such fund shall be deposited with a legally qualified depository or depositories for funds • _2; _ ::ODMA\PCDOCSVNDOCS 11186738\? of the City as provided by law and shall be segregated and kept separate and apart from all other funds of the City and may be invested as permitted by law. The money in the Constnuction Fund • shall be expended only for the purpose of paying the costs of the Economic Development Projects together with expenses in connection with the issuance of the Bonds. Any balances in the Construction Fund after the completion of the Economic Development Projects which are not required to meet unpaid obligations incurred in connection with the construction of the Economic Development Projects together with expenses in connection with the issuance of the Bonds, shall be deposited into the Bond Principal and Interest Account of the Economic Development Income Tax Fund and used solely for the purposes of that account as provided for herein. SECTION 10. The Bonds maturing on or after January 1, 2011 may be redeemed by the City, in whole or in part, on any date on or after January 1, 2010, without premium or penalty, but with acenred interest to the date of redemption, upon at least fifteen (15) days' written notice to • the registered owner thereof. SECTION 1 I. The provisions of this Ordinance shall be construed to create a trust in the proceeds of the sale of the Bonds for the uses and purposes herein set forth, and the registered owners of the Bonds shall retain a lien on such proceeds until the same are applied in accordance with the provisions of this Ordinance. The provisions of this Ordinance shall also be construed to create a trust in the county economic development income tax revenues of the City herein directed to be set apart and paid into the Sinking Fund for purposes of such Sinking Fund as set forth in this Ordinance. • -24- ::0DMA\PCDOCS�1NoCCS 1 CJ 86738\2 SECTION 12. To the extent necessary to preserve the exclusion from gross income ® under federal law of interest on the Bonds, and as an inducement to the purchasers of the Bonds. the City represents, covenants and agrees that: (a) No person or entity or any combination thereof, other than the City, will use proceeds of the Bonds or property financed by said proceeds other than as a member of the general public. No person or entity or any combination thereof, other than the City, will own property financed by the Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take -or -pay or other type of output contract or any other type of arrangement that differentiates that person's or entity's use of such property from the use by the public at large of such property. 40 (b) No Bond proceeds will be loaned to any entity or person. No Bond proceeds will be transferred directly, or indirectly transferred or deemed transferred, to a person other than a governmental unit in a fashion that would in substance constitute a loan of said Bond proceeds. (c) The City will not take any action or fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended and in effect on the date of delivery of the Bonds (the "Code "), nor will the City act in any manner that would adversely affect such exclusion. The City farther covenants that it will not make any C11 -25- ::ODMAIPCDOCSILYDOCS 1\ 1867351? investment or do any other actor thing during the period that any Bond is outstanding hereunder that would cause any Bond to be an "arbitrage bond" within the meaning • of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Bonds. The City shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable. (d) All officials, officers, members, employees and agents of the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the City as of the date the Bonds are issued, to enter into covenants on behalf of the City evidencing the commitments made herein and to do all such other acts necessary or appropriate to carry out this Ordinance, including preparation of and execution of preliminary and final official statements describing the Bonds and matters related thereto. In particular, all or any • officials, officers, members, employees and agents of the City are authorized to certify and /or enter into covenants for the City regarding the facts and circumstances and reasonable expectations of the City on the date the Bonds are issued and the commitments made by the City herein regarding the amount and use of the proceeds of the Bonds. SECTION 13. Notwithstanding any other provisions of this Ordinance, the covenants and authorizations contained in this Ordinance (the "Tax Sections ") which are designed to preserve the exclusion of interest on the Bonds from gross income under federal law (the "Tax Exemption ") C� 26- ::ODbL4NPCDOCS�I]vD00511186 T 882 need not be complied with if the City receives an opinion of nationally recognized bond counsel that ® any Tax Section is unnecessary to preserve the Tax Exemption, SECTION 14. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal of and interest so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient moneys, or rr direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) time certificates of deposit of a bank or banks fully secured as to both principal and interest by obligations of the kind described in (ii) above, the principal of and interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case the Bonds or such portion thereof issued hereunder shall no longer be deemed outstanding or an indebtedness of the City. SECTION 15. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 16. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed. 11 27_ ::ODMMpCDOCSaDOCS 1118673 8L SECTION 17. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a legal holiday or a • day on which banking institutions in the city in which the Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this Ordinance, and no interest shall accrue for the period after such nominal date. SECTION 18. The City may, from time to time and at any time, without the consent of, or notice to, any of the owners of the Bonds, adopt a supplemental ordinance for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; • (b) To grant to or confer upon the owners of the Bonds any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Bonds, or to make any change which, in the judgment of the City, is not to the prejudice of the owners of the Bonds: (c) To modify, amend or supplement this Ordinance to permit the qualification of the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America; (d) To provide for the refunding or advance refunding of the Bonds; • 2g_ ::ODMA\PCDOCS�, `DOGS 1 \18673 8\12 (e) To procure a rating on the Bonds from a nationally recognized S securities rating agency designated in such supplemental ordinance, if such supplemental ordinance will not adversely affect the owners of the Bonds: (f) To make changes to reflect the issuance of parity bonds in accordance with Section 21; or (g) Any other purpose which in the judgment of the City does not adversely impact the interests of the owners of the Bonds. SECTION 19. This Ordinance, and the rights and obligations of the City and the owners of the Bonds, may be modified or amended at any time by supplemental ordinances adopted by the City with the consent of the owners of the Bonds holding at least sixty percent (60 %) in aggregate principal amount of the outstanding Bonds (exclusive of Bonds, if any, owned by the ® City); provided, however, thatno such modification or amendment shall, without the express consent of the owners of the i3onds affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, extend its maturity or the times for paying interest thereon, permit a privilege or priority of any Bond or Bonds over any other Bond or Bonds, create a lien securing any Bonds other than a lien ratably securing all of the Bonds outstanding, or change the monetary medium in which principal and interest are payable, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification. Any act done pursuant to a modification or amendment so consented to shall be binding upon all the owners of the Bonds and shall not be deemed an infringement of any of the provisions of this Ordinance, and may be done and performed as fully and freely as if expressly E -29- ::0DNiA1pCDOCSHNDOCS 111 8673&21 permitted by the terms of this Ordinance, and after such consent relating to such specified matters has been given, no owner shall have any right or interest to object to such action or in any manner • to question the propriety thereof or to enjoin or restrain the City or any officer thereof from taking any action pursuant thereto. If the City shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the respective owners of the Bonds at their addresses appearing on the Bond Register. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of its failure to mail the notice described in this Section 19, and any such failure shall not affect the validity of such supplemental ordinance when consented to and approved as provided in this Section 19. • Whenever, at any time within one (1) year after the date of the mailing of such notice, the City shall receive an instrument or instruments purporting to be executed by the owners of the Bonds of not less than sixty percent (60 %) in aggregate principal amount of the Bonds then outstanding (exclusive of Bonds, if any, owned by the City), which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the Common Council of the City may adopt such supplemental ordinance in substantially such form, without liability or responsibility to any owners of the Bonds, whether or not such owner shall have consented thereto. r1 U 30- ::ODMA\pCDOCSn -ROCS h 18673812 Upon the adoption of any supplemental ordinance pursuant to the provisions of this O Section 19, this Ordinance shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. SECTION 20. All of the county economic development income tax revenues of the City paid into the Sinking Fund shall be and are hereby irrevocably pledged to the payment of the principal of and premium, if any, and interest on the Bonds. SECTION 21. The City reserves the right to authorize and issue additional bonds, payable out of its county economic development income tax revenues, ranking on a parity with the Bonds, for the purpose of financing additional costs of the Economic Development Projects or the • cost of additional economic development projects or such other purposes as may be permitted by law. in the event any parity bonds are issued pursuant to this Section 21, the term 'Bonds" in this Ordinance shall, unless the context otherwise requires, be deemed to refer to the Bonds and such parity bonds and other changes may be made herein as required to reflect the issuance of such parih bonds. The authorization and issuance of parity bonds shall be subject to the following conditions precedent: (a) All interest and principal payments with respect to all bonds payable from amounts that the City receives from county economic development income tax revenues shall have been paid in accordance with their terms. O -31- ::OD.,MA\PCDOCSUNDOCS 1118673 882 (b) All required deposits into the Bond Principal and Interest Account shall have been made in accordance with the provisions of this Ordinance. • (c) Either: (1) the county economic development income tax revenues of the City in the fiscal year immediately preceding the issuance of any such bonds ranking on a parity with the Bonds shall be not less than one hundred twenty -five percent (125 %) of the maximum annual interest and principal requirements of the then outstanding Bonds and the additional parity bonds proposed to be issued; or (2) the county economic development income tax revenues of the City for the first Rill fiscal year immediately succeeding the issuance of any such bonds ranking on a parity with the Bonds shall be projected by a certified public accountant to be at least equal to one hundred twenty -five percent (125 %) of the maximum annual interest and principal requirements of the then outstan ding Bonds and the additional parity • bonds proposed to be issued. For purposes of this subsection, the records of the City sball be analyzed and all showings prepared by a certified public accountant or independent financial advisor employed by the City for that purpose. (d) The interest on the additional parity bonds shall be payable semiannually on the first days of January and July in the years in which interest is payable and the principal of the additional parity bonds shall be payable annually on the first day of January in the years in which principal is payable. • ::OD \I SL (e) The issuance of the additional parity bonds will not result in a ® violation of Indiana Code 6- 3.5 -7 -14 relating to the minimum rate at which the Putnam County Council is required to maintain the county economic development income tax. Except as otherwise provided in this Section 21, so long as any of the Bonds are outstanding, no additional bonds or other obligations pledging any portion of the county economic development income tax revenues of the City shall be authorized, executed or issued by the City except such as shall be made subordinate and junior in all respects to the Bonds, unless all of the Bonds are redeemed and retired coincidentally Aith the delivery of such additional bonds or other obligations, or as provided in Section 14 hereof, fiords sufficient to effect such redemption are available and set aside for that purpose at the time of issuance of such additional bonds. ® SECTION 22. For the period during which the Bonds are outstanding, the City hereby covenants that for the purpose of ensuring receipt by the City of its fractional amount of the certified distribution of revenue from the county economic development income tax, it will maintain a capital improvement plan that conforms in all respects to Indiana Code 6- 3.5 -7 -15. SECTION 23. The appropriate officers of the City are hereby authorized to take all actions required to obtain a rating for the Bonds, if economically feasible and desirable. SECTION 24. This Ordinance shall be in full force and effect from and upon compliance with the procedures required by law. (remainder ofpage intentionally left blank) E :: i \! 8673 SL Passed and adopted by the Common Council of the City of Greencastle on the 30th day of December, 1999. • COMMON COUNCIL OF THE CITY OF GREENCASTLE Thomas Roach Bar Bayard Mark Hammer a—CL" C, David Masten Kie reen yam" Presented by met o the Mayor of the City of Greencastle on the�� ay of December, 1999, at� /So'clock p.m. Pamela S. Jones, Cl • / This ordinance approved and signed by me on thy of December, 1999, at f� /o'clock p.m. Nancy r AMi iael, Mayor ATTES), Pam e S. Jones, Clerk- e urer • 34_ ::ODMA\PCDOCS\Pli DOCS I \186738\ -