HomeMy WebLinkAbout2012-OR-45 ORDINANCE NO. 2012 -OR -45
An Ordinance of the City of Jeffersonville authorizing the issuance of sewage
works revenue bonds for the purpose of providing funds to pay the cost of certain
additions, extensions and improvements to the municipal sewage works of said
City, providing for the safeguarding of the interests of the owners of said bonds,
other matters connected therewith, including the issuance of notes in anticipation
of bonds, and repealing ordinances inconsistent herewith
WHEREAS, the City of Jeffersonville, Indiana ( "City ") has heretofore established,
constructed and financed a municipal sewage works and now owns and operates the sewage
works pursuant to IC 36 -9 -23, and other applicable laws; and
WHEREAS, the Common Council of the City ( "Common Council ") now finds that
certain improvements, additions and extensions to said works are necessary; and that preliminary
plans, specifications and estimates have been prepared and filed by the engineers employed by
the City for the construction of said improvements and extensions, as more fully described on
Exhibit A attached hereto which preliminary plans and specifications have been or
(�� Pro ects j ��)� p �'Y p p
will be submitted to the Common Council and all governmental authorities having jurisdiction,
including, particularly, the Indiana Department of Environmental Management ( "Department ")
and have been or will be approved by the aforesaid governmental authorities and are
incorporated herein by reference and are open for inspection at the office of the Clerk as required
by law; and
WHEREAS, the City has obtained engineer's estimates of the costs for the construction
of the Projects and will advertise for and receive bids therefor, which bids will be subject to the
City's determination to construct the Projects and subject to the City obtaining funds to pay for
I/2828366.2
the Projects; that on the basis of said estimates, the cost of the Projects, including estimated
incidental expenses, is an amount not to exceed $50,000,000; and
WHEREAS, the Common Council finds that it has no funds on hand to apply on the cost
of the Projects and that it is necessary to authorize the issuance of sewage works revenue bonds,
in one or more series, to finance the Projects, in an aggregate principal amount not to exceed
$50,000,000 and, if necessary, bond anticipation notes ( "BANs "); and
WHEREAS, the Council finds that there are now outstanding bonds originally issued to
refund outstanding bonds of the sewage works or to finance the construction of improvements
1 4
and additions to the sewage works and payable out of the revenues therefrom designated as:
(i) "Sewage Works Revenue Bonds, Series 1999 ", dated December 30, 1999 ("1999 Bonds "),
now outstanding in the amount of $1,764,773, and maturing annually over a period ending
g Y p g
January 1, 2020; (ii) "Sewage Works Revenue Bonds, Series 2003," dated December 17, 2003
( "2003 Bonds "), now outstanding in the amount of $2,225,000, and maturing annually over a
period ending January 1, 2024; (iii) "Sewage Works Revenue Bonds of 2005, Series A," dated
July 21, 2005 ( "2005 Bonds "), now outstanding in the amount of $6,445,000, and maturing
annually over a period ending January 1, 2026; (iv) "Sewage Works Revenue Bonds of 2008,"
dated March 28, 2008 ( "2008 Bonds "), now outstanding in the amount of $9,547,000, and
maturing annually over a period ending January 1, 2029; (v) "Sewage Works Revenue Bonds of
2009," dated August 10, 2009 ( "2009 Bonds "), now outstanding in the amount of $1,346,000,
and maturing annually over a period ending January 1, 2030; (vi) "Sewage Works Refunding
Revenue Bonds of 2009," dated December 30, 2009 ( "2009 Refunding Bonds "), now outstanding
in the amount of $2,995,000, and maturing annually over a period ending January 1, 2019;
_2_
I/2828366.2
(vii) Sewage Works Revenue Bonds of 2010, Series A," dated June 30, 2010 ( "2010A Bonds "),
now outstanding in the amount of $2,395,000, and maturing annually over a period ending
January 1, 2031; (viii) Sewage Works Revenue Bonds of 2010, Series B (Taxable Build
America)" ( "2010B Bonds "), now outstanding in the amount of $17,355,000, and maturing
annually over a period ending January 1, 2031; (ix) Sewage Works Revenue Bonds of 2010,
Series C" ( "2010C Bonds "), now outstanding in the amount of $3,485,000, and maturing
annually over a period ending January 1, 2016; (x) Sewage Works Revenue Bonds of 2011,
}
Series A" ( "2011A Bonds "), now outstanding in the amount of $22,350,000, and maturing
annually over a period ending January 1, 2032; (xi) Sewage Works Revenue Bonds of 2011,
Series B" ("2011B Bonds "), now outstanding in the amount of $772,000, and maturing annually
over a period ending January 1, 2032; (xii) Sewage Works Revenue Bonds of 2011, Series C"
("2011C Bonds "), now outstanding in the amount of $20,550,000, and maturing annually over a
period ending January 1, 2033; which 1999 Bonds, 2003 Bonds, 2005 Bonds, 2008 Bonds, 2009
Bonds, 2009 Refunding Bonds, 2010A Bonds, 2010B Bonds, 2010C Bonds, 2011A Bonds,
2011B Bonds and 2011C Bonds (hereinafter, collectively, "Outstanding Bonds "), constitute a
first charge upon the Net Revenues (as hereinafter defined) of the sewage works; and
WHEREAS, the ordinances authorizing the issuance of the Outstanding Bonds permit the
issuance of additional bonds ranking on a parity with the Outstanding Bonds provided that
certain conditions can be met, and the City finds that the finances of said sewage works will ri
enable the City to meet the conditions for the issuance of additional parity bonds and that,
accordingly, the revenue bonds authorized herein shall constitute a first charge on the Net
Revenues of the sewage works, on a parity with the Outstanding Bonds; and
-3 -
1/2828366.2
1
WHEREAS, the bonds to be issued pursuant to this ordinance will constitute a first
charge against the Net Revenues of the sewage works, on a parity with the Outstanding Bonds,
and are to be issued subject to the provisions of IC 36 -9 -23, as in effect on the issue date of the
bonds authorized herein ( "Act "), and the terms and restrictions of this ordinance; and
f
WHEREAS, the City desires to authorize the issuance of BANs hereunder, if necessary,
in one or more series, payable from the proceeds of the sewage works revenue bonds issued to
finance the aforementioned costs of the Projects and to authorize the refunding of the BANs, if
issued; and
WHEREAS, the City may enter into a Financial Assistance Agreement with the Indiana
Finance Authority ( "Authority ") as part of its wastewater loan program established and existing
}
pursuant to IC 4 -4 -11 and IC 13-18-13 ( "SRF Program "), pertaining to all or a portion of the
Projects and the financing thereof ( "Financial Assistance Agreement "); and
WHEREAS, the City may accept other forms of financial assistance, as and if available,
from the SRF Program; and
WHEREAS, the Common Council has been advised that it may be cost efficient to
purchase municipal bond insurance and a debt service reserve surety for all or a portion of the
bonds authorized herein; and
WHEREAS, the Common Council now finds that all conditions precedent to the adoption
of an ordinance authorizing the issuance of revenue bonds and BANs have been complied with
in accordance with the provisions of the Act;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF JEFFERSONVILLE, INDIANA, THAT: k'
-4
I12828366.2
1
4 --
i'.'i-f!'tli
Section 1. Project Authorization. The City proceed with the construction of the
Projects in accordance with the cost estimates, and the preliminary plans and specifications
heretofore prepared and filed by the consulting engineers employed by the City, which cost
estimates, preliminary plans and specifications are by reference made a part of this ordinance as
fully as if the same were attached hereto and incorporated herein and two copies of which are
now on file or shall be placed on file in the office of the Clerk of the City and are open for public
1
inspection pursuant to IC 36- 1 -5 -4, that the cost of construction of the Projects shall not exceed
the sum of $50,000,000, plus investment earnings on the bond and BAN proceeds, without
further authorization from this Common Council. The terms "sewage works," "sewage works
system," "system," "works," and other like terms where used in this ordinance shall be construed
to mean the Treatment Wor as defined in the Financial Assistance Agreement entered into
f
between the City and the Authority, and includes all structures and property of the City's sewer
k
i
utility, including items defined at IC 36- 9 -1 -8. The Projects shall be constructed in accordance
with the 'Y relimin plans and specifications ecifications heretofore mentioned, which preliminary plans and I'
t
p � p
1 specifications are hereby approved. The Projects shall be constructed and the bonds herein
n i
authorized shall be issued pursuant to and in accordance with the Act. I
t
Section 2. Issuance of Bonds and BANs. (a) The City shall issue, if necessary, its
t
1
BANs for the purpose of procuring interim financing to apply to the cost of the Projects. The
t
City shall issue its BANs in an amount not to exceed Fifty Million Dollars ($50,000,000) to be
a t
designated "Sewage Works Bond Anticipation Notes of " (to be completed with the year in
S
which issued and series designation, if any). The BANs shall be sold at a price not less than 99% .
f t
r of their par value or at a price not less than 100% of their par value if sold to the Authority as t
t
i
{
- 5 -
I/2828366.2
1
t
1
part of the SRF Program, shall be numbered consecutively from 1 upward, shall be in
denominations of One Thousand Dollars ($1,000) or integral multiples thereof, or, if sold to the
i
Authority as part of the SRF Program, in denominations of One Dollar ($1) or integral multiples
thereof, as designated in the hereinafter defined Purchase Agreement, shall be dated as of the
i
date of delivery thereof, and shall bear interest at a rate not to exceed 6% per annum (the exact
1
rate or rates to be negotiated with the purchaser of the BANs). Interest shall be payable t
i
semiannually on January 1 and July 1 commencing on the first January 1 or the first July 1 after
the date of issuance of the BANs as determined by the Controller, with the advice of the City's k
financial advisor, and upon maturity or redemption. Each series of BANs will mature no later
t than five years after their date of delivery. The BANs are subject to renewal or extension at an
interest rate or rates not to exceed 6% per annum (the exact rate or rates to be negotiated with the
purchaser of the BANs). The term of the BANs and all renewal BANs may not exceed five
years from the date of delivery of the initial BANs. The BANs shall be registered in the name of
the purchasers thereof. Payment on the BANs may be made in installments.
The BANs shall be issued pursuant to IC 5- 1.5 -8 -6.1 if sold to the Indiana Bond Bank,
pursuant to IC 4 -4 -11 and IC 13 -18 -13 if sold to the Authority, or pursuant to IC 5- 1 -14 -5 if sold
to a financial institution or any other purchaser. The principal of and interest on the BANs shall
be payable from the issuance of revenue bonds pursuant to and in the manner prescribed by the
Act. Interest on the BANs may also be payable from capitalized interest and Net Revenues of
the sewage works, provided, however, any pledge of Net Revenues will be junior and
subordinate to the payment of the Outstanding Bonds, the bonds issued under this ordinance and
any bonds issued in the future which are secured with a pledge of Net Revenues. If any interest
-6
I12828366.2
S "^
k1
on the BANs to be paid from Net Revenues is to occur on a date other than January 1 or July 1,
by reason of maturity or redemption, such payment may only occur if all of the principal and
interest on all then outstanding bonds of the sewage works of the City due on the next
succeeding principal and interest payment date is fully accumulated in the Bond and Interest
Account of the Sewage Works Sinking Fund. The revenue bonds will be payable solely out of
and constitute a first charge against the Net Revenues (herein defined as gross revenues after
deduction only for the payment of the reasonable expenses of operation, repair and maintenance, ft'
excluding transfers for payment in lieu of property taxes ( "PILOTs ")) of the sewage works of the
City, on a parity with the Outstanding Bonds.
(b) The City shall issue its "Sewage Works Revenue Bonds of " (to be
completed with the year in which issued and appropriate series designation, if any) ( "Bonds "), in
one or more series, in an aggregate principal amount not to exceed $50,000,000 for the purpose
of procuring funds to be applied on the cost of the Projects, the payment of costs of issuance,
refunding the BANs, if issued, and all other costs related to the Projects, including premiums for
municipal bond insurance and a debt service reserve surety.
Each series of Bonds shall be sold at a price not less than par value if sold to the
Authority as part of its SRF Program or not less than 98.5% of the par value thereof if sold to
any other purchaser, shall be issued in the denomination of One Dollar ($1) or integral multiples
thereof if sold to the Authority as part of its SRF Program, or in denominations of Five Thousand
Dollars ($5,000) each or integral multiples thereof if sold to any other purchaser, numbered
consecutively from 1 upward, dated as of the first day of the month in which they are sold or
issued, or as of the date of delivery, as determined by the Controller with the advice of the City's
7 f.,
} � /
I/2828366.2
financial advisor, provided that if sold to the Authority as part of its SRF Program, the Bonds
shall be dated the date of delivery. The Bonds shall bear interest at a rate or rates not exceeding
7% per annum (the exact rate or rates to be determined by bidding or negotiation with the
Authority through its SRF Program), payable semiannually on January 1 and July 1 in each year,
commencing on the first January 1 or the first July 1 following delivery of the Bonds as
designated by the Controller, with the advice of the City's financial advisor. The Bonds shall
mature annually on January 1 of each year over a period ending no later than twenty (20) years
after substantial completion of the Projects (as determined under the Financial Assistance
Agreement for any Bonds sold to the Authority as part of its SRF Program), or ending no later
than January 1, 2040 for any Bonds sold to any other purchaser. The Bonds shall mature in such
amounts that will allow the City to meet the coverage and /or amortization requirements of the
SRF Program for any Bonds sold to the Authority as part of its SRF Program and such debt
service schedule shall be finalized and set forth in the Financial Assistance Agreement. For any
Bonds sold to any other purchaser, such Bonds may mature in amounts that produce as level debt
service as practicable with $5,000 denominations, taking into account the annual debt service on
the Outstanding Bonds and all other series of Bonds issued under this ordinance.
All or a portion of the Bonds may be issued as one or more term bonds, upon election of
the successful bidder. Such term bonds shall have a stated maturity or maturities in the years as
determined by the successful bidder, but in no event later than the final serial maturity date of the
Bonds as determined in the above paragraph. The term bonds shall be subject to mandatory
sinking fund redemption and final payment(s) at maturity at 100% of the principal amount
_g _
I/2828366.2
'tit t :I ill:
thereof, plus accrued interest to the redemption date, on principal payment dates which are
hereinafter determined in accordance with the above paragraph.
Each series of Bonds shall rank on a parity with the other for all purposes, including the
pledge of Net Revenues under this ordinance.
Interest on the Bonds and BANs shall be calculated according to a 360 -day calendar year
containing twelve 30 -day months.
Notwithstanding anything contained herein, the City may accept any other forms of
g Yt g Y Y p Y
financial assistance, as and if available, from the SRF Program (including without limitation any
forgivable loans, grants or other assistance whether available as an alternative to any Bond or
BAN related provision otherwise provided for herein or as a supplement or addition thereto). If
I
required by the SRF Program to be eligible for such financial assistance, one or more of the
series of the Bonds issued hereunder may be issued on a basis such that the payment of the
principal of or interest on such series of Bonds is junior and subordinate to the payment of the
r
principal of and interest on other series of Bonds issued hereunder (and /or any other revenue
bonds secured by a pledge of Net Revenues, whether now outstanding or hereafter issued), all as
A'.
provided by the terms of such series of Bonds as modified pursuant to this authorization. Such
financial assistance, if any, shall be as provided in the Financial Assistance Agreement and the
Bonds of each series of Bonds issued hereunder (including any modification made pursuant to
the authorization in this paragraph to the form of Bond otherwise contained herein).
Section 3. Registrar and Paying Agent; Book -Entry Provisions. The Controller is
f
hereby authorized to contract with a qualified financial institution to serve as Registrar and
Paying Agent for the Bonds ( "Registrar" or "Paying Agent "). The Registrar is hereby charged
t
- 9 -
1/2828366.2
k %
;
3
i
with the responsibility of authenticating the Bonds. The Controller is hereby authorized to enter
}
into such agreements or understandings with the Registrar as will enable the institution to
perform the services required of a registrar and paying agent. The Controller is further
authorized to pay such fees as the Registrar may charge for the services it provides as Registrar
and Paying Agent and such fees may be paid from the Sewage Works Sinking Fund established
to pay the principal of and interest on the Bonds as fiscal agency charges.
As to the BANS and as to the Bonds, if sold to the Authority as part of its SRF Program
tr
or any other purchaser that does not object to such designation, the Controller may serve as
Registrar and Paying Agent and is hereby charged with the duties of a Registrar and Paying
Agent.
If any Bonds or BANs are sold to the Authority as part of its SRF Program, the principal
of and interest thereon shall be paid by wire transfer to such financial institution if and as
directed by the Authority on the due date of such payment or, if such due date is a day when
financial institutions are not open for business, on the business day immediately after such due
date. So long as the Authority is the owner of the Bonds or BANs, such Bonds and BANs shall
be presented for payment as directed by the Authority.
If wire transfer payment is not required, the principal of the Bonds shall be payable at the
principal corporate trust office of the Paying Agent. All payments of interest on the Bonds shall
be paid by check, mailed one business day prior to the interest payment date to the registered
owners thereof as the names appear as of the fifteenth day of the month preceding the interest
and at the addresses as they appear on the registration books kept
date (" Record Date") a y pp t g p
by the Registrar or at such other address as is provided to the Paying Agent in writing by such
-10
I/2828366.2
I
1
1
a
registered owner. If payment of principal or interest is made to a depository, payment shall be
t
made by wire transfer on the payment date in same -day funds. If the payment date occurs on a
date when financial institutions are not open for business, the wire transfer shall be made on the
I
3 next succeeding business day. The Paying Agent shall be instructed to wire transfer payments by
1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m.
x (New York City time). All payments on the Bonds shall be made in any coin or currency of the
k
t
United States of America, which on the date of such payment, shall be legal tender for the I
, payment of public and private debts.
Y
f
Each Bond shall be transferable or exchangeable only upon the books of the City kept for t
that purpose at the principal corporate trust office of the Registrar by the registered owner in
t
person, or by its attorney duly authorized in writing, upon surrender of such Bond together with a
R
t
written instrument of transfer or exchange satisfactory to the Registrar duly executed by the
I
registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered
Bond or Bonds in an authorized aggregate principal amount and of the same maturity, shall be
i
executed and delivered in the name of the transferee or transferees or the registered owner, as the
f
case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the
City except for any tax or governmental charge required to be paid with respect to the transfer or
i
exchange, which taxes or governmental charges are payable by the person requesting such t
i
transfer or exchange. The City, Registrar and Paying Agent for the Bonds may treat and
consider the person in whose name such Bonds are registered as the absolute owner thereof for
1
all purposes including for the purpose of receiving payment of, or on account of, the principal
g ;
ii
thereof and interest due thereon.
{
3 ,
-11
I/2828366.2
s`
i
I
I
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent
upon giving 30 days' notice in writing to the City and by first class mail to each registered owner
of the Bonds then outstanding, and such resignation will take effect at the end of such 30 day
period or upon the earlier appointment of a successor registrar and paying agent by the City.
P p pp g p Y g g Y . Y
Any such notice to the City may be served personally or sent by registered mail. The Registrar
Y Y Y p Y Y g g
and Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in
which event the City may appoint a successor registrar and paying agent. The City shall notify
{ each registered owner of the Bonds then outstanding by first class mail of the removal of the
Registrar and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to be
fl
given when mailed by first class mail to the addresses of such registered owners as they appear
on the registration books kept by the Registrar.
Upon the appointment of any successor registrar and paying agent by the City, the
Controller is authorized and directed to enter into such agreements and understandings with such
successor registrar and paying agent as will enable the institution to perform the services
required of a registrar and paying agent for the Bonds. The Controller is further authorized to
pay such fees as the successor registrar and paying agent may charge for the services it provides
as registrar and paying agent and such fees may be paid from the Sewage Works Sinking Fund f'
continued in Section 14 hereof. Any predecessor registrar and paying agent shall deliver all of
}
the Bonds and any cash or investments in its possession with respect thereto, together with the
fi
registration books, to the successor registrar and paying agent.
Interest on any Bonds sold to the Authority as part of its SRF Program shall be payable
from the date or dates of payments made by the Authority as part of its purchase of the Bonds as
- 12 -
I/2828366.2
set forth in the Financial Assistance Agreement. Interest on all other Bonds shall be payable
from the interest payment date to which interest has been paid next preceding the authentication
date of the Bonds unless the Bonds are authenticated after the Record Date and on or before such
interest payment date in which case they shall bear interest from such interest payment date, or
unless the Bonds are authenticated on or before the Record Date preceding the first interest
{
payment date, in which case they shall bear interest from the original date until the principal
shall be fully paid.
The City has determined that it may be beneficial to the City to have the Bonds held by a
}
central depository system pursuant to an agreement between the City and The Depository Trust
Company, New York, New York ( "Depository Trust Company ") and have transfers of the Bonds
effected by book -entry on the books of the central depository system ( "Book Entry System ").
The Bonds may be initially issued in the form of a separate single authenticated fully registered
Bond for the aggregate principal amount of each separate maturity of the Bonds. In such case,
upon initial issuance, the ownership of such Bonds shall be registered in the register kept by the
Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company.
With respect to the Bonds registered in the register kept by the Registrar in the name of
CEDE & CO., as nominee of the Depository Trust Company, the City and the Paying Agent
shall have no responsibility or obligation to any other holders or owners (including any
beneficial owner ( "Beneficial Owner ")) of the Bonds with respect to (i) the accuracy of the
records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect
to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or
any other person, other than the Depository Trust Company, of any notice with respect to the
-13
s
I/2828366.2 E;
is
Bonds including any notice of redemption, or (iii) the payment to any bondholder (including any
p Y Y C� g Y
Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount
with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise
provided herein.
No person other than the Depository Trust Company shall receive an authenticated Bond
evidencing an obligation of the City to make payments of the principal of and premium, if any,
and interest on the Bonds pursuant to this ordinance. The City and the Registrar and Paying
Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute
bondholder of each of the Bonds for the purpose of (i) payment of the principal of and premium,
if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted
to be given to bondholders with respect to such Bonds; (iii) registering transfers with respect to
such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by
bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay
all principal of and premium, if any, and interest on the Bonds only to or upon the order of the
{
Depository Trust Company, and all such payments shall be valid and effective fully to satisfy
and discharge the City's and the Paying Agent's obligations with respect to principal of and
premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon
delivery by the Depository Trust Company to the City of written notice to the effect that the
}
Depository Trust Company has determined to substitute a new nominee in place of CEDE &
CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in
this ordinance shall refer to such new nominee of the Depository Trust Company.
Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in
f :1;
- 14
I/2828366.2
the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with
respect to the principal of and premium, if any, and interest on such Bonds and all notices with
respect to such Bonds shall be made and given, respectively, to the Depository Trust Company
as provided in a representation letter from the City to the Depository Trust Company.
Upon receipt by the City of written notice from the Depository Trust Company to the
effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities
'T, 4
and no substitute depository willing to undertake the functions of the Depository Trust Company
hereunder can be found which is willing and able to undertake such functions upon reasonable
and customary terms, then the Bonds shall no longer be restricted to being registered in the
register of the City kept by the Registrar in the name of CEDE & CO., as nominee of the
Depository Trust Company, but may be registered in whatever name or names the bondholders
transferring or exchanging the Bonds shall designate, in accordance with the provisions of this
ordinance.
If the City determines that it is in the best interest of the bondholders that they be able to
obtain certificates for the fully registered Bonds, the City may notify the Depository Trust
Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial
Owners of the availability through the Depository Trust Company of certificates for the Bonds.
In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the
Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate
amounts, and whenever the Depository Trust Company requests the City and the Registrar to do
so, the Registrar and the City will cooperate with the Depository Trust Company by taking
appropriate action after reasonable notice (i) to make available one or more separate certificates
-15-
I/2828366.2
evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company
account or (ii) to arrange for another securities depository to maintain custody of certificates for
and evidencing the Bonds.
If the Bonds shall no longer be restricted to being registered in the name of a Depository
Trust Company, the Registrar shall cause the Bonds to be printed in blank in such number as the
Registrar shall determine to be necessary or customary; provided, however, that the Registrar
_ r
shall not be required to have such Bonds printed until it shall have received from the City
indemnification for all costs and expenses associated with such printing.
In connection with any notice or other communication to be provided to bondholders by
the City or the Registrar with respect to any consent or other action to be taken by bondholders,
the City or the Registrar, as the case may be, shall establish a record date for such consent or
other action and give the Depository Trust Company notice of such record date not less than
fifteen (15) calendar days in advance of such record date to the extent possible.
So long as the Bonds are registered in the name of the Depository Trust Company or
CEDE & CO. or any substitute nominee, the City and the Registrar and Paying Agent shall be
entitled to request and to rely upon a certificate or other written representation from the
Beneficial Owners of the Bonds or from the Depository Trust Company on behalf of such
Beneficial Owners stating the amount of their respective beneficial ownership interests in the fi
Bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners
as of a record date selected by the Registrar and the Depository Trust Company, to the same
extent as if such consent, advice, direction, demand or vote were made by the bondholders for
purposes of this ordinance and the City and the Registrar and Paying Agent shall for such
-16-
I/2828366.2
purposes treat the Beneficial Owners as the bondholders. Along with any such certificate or
representation, the Registrar may request the Depository Trust Company to deliver, or cause to
be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the
dollar amount of each Beneficial Owner's interest in the Bonds and the current addresses of such
Beneficial Owners.
Section 4. Redemption of BANs and Bonds. (a) Commencing 90 days after their
date of issuance, the BANs are prepayable by the City, in whole or in part, at any time upon 20
days' notice to the owner of the BANs without premium.
(b) For any Bonds not sold to the Authority as part of its SRF Program, such Bonds
{
are redeemable at the option of the City, but no sooner than eight years from their date of
fi
delivery, or any date thereafter, on thirty (30) days' notice, in whole or in part, in the order of
maturity as determined by the City and by lot within a maturity, at face value, together with a
premium no greater than 1 %, plus in each case accrued interest to the date fixed for redemption.
The exact redemption features shall be determined by the Controller with the advice of the City's
financial advisor and shall be set out in the notice of sale described in Section 8 herein.
For any Bonds sold to the Authority as part of its SRF Program, such Bonds are
redeemable at the option of the City, but no sooner than ten years after their date of delivery, or
any date thereafter, on sixty (60) days' notice, in whole or in part, in inverse order of maturity,
and by lot within a maturity, at face value together with a premium no greater than 2 %, plus
accrued interest to the date fixed for redemption. The exact redemption dates and premiums
shall be established by the Controller, with the advice of the City's financial advisor, prior to the
sale of the Bonds.
-17-
I/2828366.2
(c) If any Bond is issued as a term bond, the Paying Agent shall credit against the
mandatory sinking fund requirement for the Bonds maturing as term bonds, and corresponding
mandatory redemption obligation, in the order determined by the City, any Bonds maturing as
term bonds which have previously been redeemed (otherwise than as a result of a previous
mandatory redemption requirement) or delivered to the Registrar for cancellation or purchased
for cancellation by the Paying Agent and not theretofore applied as a credit against any
redemption obligation. Each Bond maturing as a term bond so delivered or canceled shall be
credited by the Paying Agent at 100% of the principal amount thereof against the mandatory
sinking fund obligation on such mandatory sinking fund date, and any excess of such amount
shall be credited on future redemption obligations, and the principal amount of the Bonds to be
redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced;
provided, however, the Paying Agent shall credit only such Bonds maturing as term bonds to the
extent received on or before forty -five (45) days preceding the applicable mandatory redemption
date as stated above.
Each authorized denomination shall be considered a separate bond for purposes of
optional and mandatory redemption. If less than an entire maturity is called for redemption, the
Bonds to be called shall be selected by lot by the Registrar. If some Bonds are to be redeemed
by optional redemption and mandatory sinking fund redemption on the same date, the Registrar
shall select by lot the Bonds for optional redemption before selecting the Bonds by lot for the
mandatory sinking fund redemption.
In either case, notice of such redemption shall be given not less than sixty (60) days, if
the Bonds are sold to the Authority as part of its SRF Program, and at least thirty (30) days, if the
- 18 -
1/2828366.2
Bonds are sold to another purchaser, prior to the date fixed for redemption by mail unless the
notice is waived by the registered owner of a Bond. Such notice shall be mailed to the address of
the registered owners as shown on the registration records of the City as of the date which is
sixty -five (65) days, if the Bonds are sold to the Authority as part of its SRF Program, and forty-
five (45) days, if the Bonds are sold to another purchaser, prior to such redemption date. The
notice shall specify the date and place of redemption and sufficient identification of the Bonds
called for redemption. The place of redemption shall be determined by the City. Interest on the
Bonds so called for redemption shall cease on the redemption date fixed in such notice if
sufficient funds are available at the principal office of the Paying Agent to pay the redemption
price on the date so named. Coincidentally with the payment of the redemption price, the Bonds
so called for redemption shall be surrendered for cancellation.
Section 5. Execution and Negotiability. Each of the BANs and Bonds shall be
executed in the name of the City by the manual or facsimile signature of the Mayor,
countersigned by the manual or facsimile signature of the Controller, and attested by the manual
or facsimile signature of its Clerk, and the seal of the City shall be affixed, imprinted or
impressed to or on each of the BANs and Bonds manually, by facsimile or any other means; and
these officials, by the execution of a Signature and No Litigation Certificate, shall adopt as and
for their own proper signatures the facsimile signatures appearing on the Bonds or BANs. In
case any officer whose signature or facsimile signature appears on the Bonds or BANs shall
cease to be such officer before the delivery of the Bonds or BANs, the signature of such officer
shall nevertheless be valid and sufficient for all purposes the same as if such officer had
remained in office until such delivery.
- 19
I/2828366.2
t F
The BANs and Bonds shall have all of the qualities and incidents of negotiable
instruments under the laws of the State of Indiana, subject to the provisions for registration
herein.
The Bonds shall also be authenticated by the manual signature of the Registrar, and no
Bond shall be valid or become obligatory for any purpose until the certificate of authentication
thereon has been so executed.
Section 6. Form of Bonds. The form and tenor of the Bonds shall be substantially as
follows, all blanks to be filled in properly prior to delivery:
[Unless this certificate is presented by an authorized representative of The Depository $`
Trust Company, a New York corporation ( "DTC "), to the City of Jeffersonville, Indiana,
or its agent for registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.]
No.
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF CLARK
CITY OF JEFFERSONVILLE
SEWAGE WORKS REVENUE BOND OF [, SERIES ] f`
Interest [Maturity Original Authentication
Rate Date] Date Date [CUSIP] G'
REGISTERED OWNER:
PRINCIPAL SUM:
}
- 20
I/2828366.2
The City of Jeffersonville, in Clark County, State of Indiana ( "City "), for value received,
hereby promises to pay to the Registered Owner named above or registered assigns, solely out of
the special revenue fund hereinafter referred to, the Principal Sum set forth above[, or so much
thereof as may be advanced from time to time and be outstanding as evidenced by the records of
the registered owner making payment for this bond, or its assigns,] on [the Maturity Date set
forth above] OR [on the dates and in the amounts as set forth on Exhibit A attached hereto]
(unless this bond be subject to and shall have been duly called for redemption and payment as
provided for herein), and to pay interest hereon until the Principal Sum shall be fully paid at the
rate per annum specified above from [the dates of payment made on this bond] OR [the interest
payment date to which interest has been paid next preceding the Authentication Date of this bond
unless this bond is authenticated after the fifteenth day of the month preceding an interest
payment date and on or before such interest payment in which case it shall bear interest from
such interest payment date, or unless this bond is authenticated on or before 15,
, in which case it shall bear interest from the Original Date,] until the principal is paid,
which interest is payable semiannually on the first days of January and July in each year,
beginning on 1, 20_. Interest shall be calculated according to a 360 -day calendar t'
year containing twelve 30 -day months.
[The principal of this bond is payable at the principal office of
( "Registrar" or "Paying Agent "), in the of
.1 All payments of [principal of and] interest on this bond shall be paid by
[check mailed one business day prior to the interest payment date] OR [wire transfer for deposit
to a financial institution as directed by the Indiana Finance Authority ( "Authority ") on the due
date or, if such due date is a day when financial institutions are not open for business, on the
business day immediately after such due date] to the registered owner hereof, as of the fifteenth
day of the month preceding such payment, at the address as it appears on the registration books
kept by [ ( "Registrar" or "Paying Agent ") in the of
, Indiana] OR [the Registrar] or at such other address as is provided to
the Paying Agent in writing by the registered owner. [If payment of principal or interest is made
to a depository, payment shall be made by wire transfer on the payment date in same -day funds.
If the payment date occurs on a date when financial institutions are not open for business, the
wire transfer shall be made on the next succeeding business day. The Paying Agent shall wire
transfer payments by 1:00 p.m. (New York City time) so such payments are received at the
depository by 2:30 p.m. (New York City time).] All payments on the Bond shall be made in any
coin or currency of the United States of America, which on the dates of such payment, shall be
legal tender for the payment of public and private debts.
THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST
HEREON EXCEPT FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND
NEITHER THIS BOND NOR THE ISSUE OF WHICH IT IS A PART SHALL IN ANY
RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS OF THE CITY WITHIN THE
PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF
INDIANA.
fi
ti
-21-
I/2828366.2
{
This bond is [the only] one of an authorized issue of bonds of the City, [[to be] [issued in
series] of like date, tenor and effect, [except as to rates of interest[, series designation,] and dates
of maturity]]; aggregating Dollars ($ );
numbered consecutively from 1 up; issued for the purpose of providing funds to be applied on
the cost of additions, extensions and improvements to the City's sewage works ( "Projects ")[, to
refund interim notes issued in anticipation of the bonds] and to pay issuance expenses[, including
premiums for municipal bond insurance and a debt service reserve surety] . This bond is issued
pursuant to an Ordinance adopted by the Common Council of the City on the day of
, 2012, entitled "An Ordinance of the City of Jeffersonville authorizing the
issuance of sewage works revenue bonds for the purpose of providing funds to pay the cost of
certain additions, extensions and improvements to the municipal sewage works of said City,
providing for the safeguarding of the interests of the owners of said bonds, other matters
t connected therewith, including the issuance of notes in anticipation of bonds, and repealing
ordinances inconsistent herewith" ( "Ordinance "), and in accordance with the provisions of
Indiana law, including without limitation Indiana Code 36 -9 -23, as in effect on the date of
t delivery of the bonds of this issue ( "Act "), the proceeds of which bonds are to be applied to the
costs of the Projects, [the payment of notes issued in anticipation of the bonds,] and expenses
incurred in connection therewith[, including premiums for municipal bond insurance and a debt
service reserve surety] .
[Reference is hereby made to the Financial Assistance Agreement ( "Financial Assistance
Agreement ") between the City and the Authority concerning certain terms and covenants
pertaining to the Projects and the purchase of this bond as part of the wastewater loan program
established and existing pursuant to IC 4 -4 -11 and IC 13- 18 -13.]
4 Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on
.3 this bond and all other bonds of said issue, including the Outstanding Bonds (as defined in the
Ordinance) [and the Sewage Works Revenue Bonds of 20 , Series ( "Series Bonds ")]
and any bonds hereafter issued on a parity therewith are payable solely from the Sewage Works
Sinking Fund continued by the Ordinance ( "Sinking Fund ") to be provided from the Net
Revenues (defined as gross revenues after deduction only for the payment of the reasonable
expenses of operation, repair and maintenance, excluding transfers for payment in lieu of
property taxes) of the sewage works of the City. This bond and the issue of which it is a part
constitute a first charge upon the Net Revenues, and shall rank on a parity with the Outstanding
t Bonds [and the Series Bonds]. t
t
The City irrevocably pledges the entire Net Revenues of the sewage works to the prompt t
payment of the principal of and interest on the bonds authorized by the Ordinance, of which this
7 is one, and any bonds ranking on a parity therewith, including the Outstanding Bonds [and the t
Series Bonds] to the extent necessary for that purpose, and covenants that it will cause to be
fixed, maintained and collected such rates and charges for services rendered by the utility as are
p sufficient in each year for the payment of the proper and reasonable expenses of [Operation and t °>
Maintenance (as defined in the Financial Assistance Agreement[, as defined in the Ordinance]) t
f f
- 22 -
1/2828366.2 f
i
f
of the sewage works and for the payment of the sums required to be paid into the Sinking Fund
under the provisions of the Act and the Ordinance. If the City or the proper officers thereof shall
fail or refuse to so fix, maintain and collect such rates or charges, or if there be a default in the
payment of the interest on or principal of this bond, the owner of this bond shall have all of the
rights and remedies provided for in the Act, including the right to have a receiver appointed to
administer the works and to charge and collect rates sufficient to provide for the payment of this
bond and the interest hereon.
The City further covenants that it will set aside and pay into its Sinking Fund monthly, as
available, or more often if necessary, a sufficient amount of the Net Revenues of the works for
payment of (a) the interest on all bonds which by their terms are payable from the revenues of
the sewage works, as such interest shall fall due, (b) the necessary fiscal agency charges for
paying bonds and interest, (c) the principal of all bonds which by their terms are payable from
the revenues of the sewage works, as such principal shall fall due, and (d) an additional amount
as a margin of safety to [create and] maintain the debt service reserve required by the Ordinance.
Such required payments shall constitute a first charge upon all the Net Revenues of the sewage
works on a parity with the Outstanding Bonds [and the Series Bonds] .
The bonds of this issue maturing on and after January 1, 20 , are redeemable at the
option of the City on 1, 20 , or any date thereafter, on [sixty (60)] [thirty (30)]
days' notice, in whole or in part, [in inverse order of maturity] OR [in the order of maturity as
determined by the City] and by lot within a maturity, at face value, together with the following
premiums:
% if redeemed on 1, 20 or thereafter
on or before , 20
% if redeemed on 1, 20 or thereafter
on or before , 20 ;
0% if redeemed on 1, 20 or thereafter
prior to maturity;
plus accrued interest to the date fixed for redemption.
[The bonds maturing on January 1, , are subject to mandatory sinking fund
redemption prior to maturity, at a redemption price equal to the principal amount thereof plus
accrued interest, on the dates and in the amounts set forth below:
Term Bond
Date Amount
*
* Final Maturity]
- 23 -
1/2828366.2
r
s
i
E .
Each [Five Thousand Dollars ($5,000)] [One Dollar ($1)] principal amount shall be
considered a separate bond for purposes of optional [and mandatory] redemption. If less than an
entire maturity is called for redemption, the bonds to be redeemed shall be selected by lot by the
Registrar. [If some bonds are to be redeemed by optional redemption and mandatory sinking
fund redemption on the same date, the Registrar shall select by lot the bonds for optional E
redemption before selecting the bonds by lot for the mandatory sinking fund redemption.]
Notice of such redemption shall be mailed to the address of the registered owner as
shown on the registration records of the City, as of the date which is [sixty -five (65)] [forty -five f
(45)] days prior to such redemption date, not less than [sixty (60)] [thirty (30)] days prior to the
date fixed for redemption unless the notice is waived by the registered owner of this bond. The
notice shall specify the date and place of redemption and sufficient identification of the bonds
called for redemption. The place of redemption may be determined by the City. Interest on the
bonds so called for redemption shall cease on the redemption date fixed in such notice if J
sufficient funds are available at the place of redemption to pay the redemption price on the date
so named.
If this bond shall not be presented for payment or redemption on the date fixed therefor,
the City may deposit in trust with its depository bank an amount sufficient to pay such bond or
the redemption price, as the case may be, and thereafter the registered owner shall look only to
the funds so deposited in trust with said bank for payment and the City shall have no further f
obligation or liability in respect thereto.
This bond is transferable or exchangeable only upon the books of the City kept for that
purpose at the [principal corporate trust] office of the Registrar by the registered owner 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, and thereupon a new fully registered
bond or bonds in an authorized aggregate principal amount and of the same maturity, shall be
executed and delivered in the name of the transferee or transferees or to the registered owner, as
{
the case may be, in exchange therefor. This bond may be transferred without cost to the
registered owner except for any tax or governmental charge required to be paid with respect to
the transfer. The City, the Registrar, the Paying Agent and any other registrar or 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.
[The bonds shall be initially issued in a Book Entry System (as defined in the Ordinance).
The provisions of this bond and of the Ordinance are subject in all respects to the provisions of
the Letter of Representations between the City and The Depository Trust Company, or any
substitute agreement, effecting such Book Entry System.]
- 24 -
U2828366.2
This bond is subject to defeasance prior to redemption or payment as provided in the
Ordinance referred to herein. THE OWNER OF THIS BOND, BY THE ACCEPTANCE
HEREOF, HEREBY AGREES TO ALL THE TERMS AND PROVISIONS CONTAINED IN
THE ORDINANCE. The Ordinance may be amended without the consent of the owners of the
bonds as provided in the Ordinance.
The bonds maturing in any one year are issuable only in fully registered form in the
denomination of [$5,000] [$1] or any integral multiple thereof.
It is hereby certified and recited that all acts, conditions and things required to be done
precedent to and in the execution, issuance and delivery of this bond have been done and
performed in regular and due form as provided by law.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by an authorized representative of the Registrar.
IN WITNESS WHEREOF, the City of Jeffersonville, in Clark County, Indiana, has
caused this bond to be executed in its corporate name by the manual or facsimile signature of its
Mayor, countersigned with the manual or facsimile signature of its Controller, its corporate seal
to be hereunto affixed, imprinted or impressed by any means and attested manually or by
facsimile by its Clerk.
F`-
CITY OF JEF E' 1►NVILLE' DIANA
,� % N I; • • . • • �� By
try
;? •• RPO •'� Mayor
GD A TE
S E A L • Countersign- . •
• • •
Controller
[SEAL]
Atte t: -
.49
Clerk
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the within - mentioned Ordinance.
- 25 -
1/2828366.2
as Registrar
By
Authorized Representative
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
this bond and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer the within bond in the
books kept for the registration thereof with full power of substitution in the premises.
Dated:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment
an eligible guarantor institution participating in must correspond with the name as it appears on
a Securities Transfer Association recognized the face of the within bond in every particular,
signature guarantee program. without alteration or enlargement or any
change whatsoever.
[EXHIBIT A
[To be completed on a separate page] ]'
Section 7. Authorization for Preparation and Sale of the BANs and the Bonds;
Municipal Bond Insurance; Official Statement; Continuing Disclosure. (a) The Controller is
hereby authorized and directed to have the BANs and the Bonds prepared, and the Mayor, the
}
Controller and the Clerk are hereby authorized and directed to execute and attest the BANs and
the Bonds in the form and manner provided herein. The Controller is hereby authorized and
directed to deliver the BANs and the Bonds to the respective purchasers thereof. At the time of ='
delivery of the BANs and the Bonds, the Controller shall collect the full amount which the
respective purchasers have agreed to pay therefor, which amount shall not be less than the par
value of the BANs if sold to the Authority as part of its SRF Program, not less than 99% of the
- 26 -
1/2828366.2
st
face value of the BANs if sold to any other purchaser, not less than the par value of the Bonds if
sold to the Authority as part of its SRF Program, and not less than 98.5% of the face value of the
Bonds if sold to any other purchaser, as the case may be, plus accrued interest to the date of
delivery, if any. Payment for the BANs and any Bonds sold to the Authority as a part of its SRF
Program may be made in installments. Each series of Bonds, when fully or as and to the extent
paid for and delivered to the purchaser, shall be the binding special revenue obligations of the
City payable out of the Net Revenues of the sewage works. The proper officers of the City are
hereby directed to sell the Bonds, to draw all proper and necessary warrants, and to do whatever
acts and things which may be necessary to carry out the provisions of this ordinance.
(b) Distribution of an Official Statement (preliminary and final) prepared by H.J.
Umbaugh & Associates, Certified Public Accountants, LLP, on behalf of the City, is hereby
approved and the Mayor or the Controller are authorized and directed to execute the Official
Statement on behalf of the City in a form consistent with this ordinance. The Mayor or the
Controller are hereby authorized to designate the preliminary Official Statement as "nearly final"
Y g p Y Y
for purposes of Rule 15c2 -12 promulgated by the Securities and Exchange Commission
( "Rule ").
(c) If any series of Bonds are subject to the Rule, a Continuing Disclosure
Undertaking ( "Undertaking ") for the Bonds is hereby authorized and approved by the Common
Council, and the Mayor and Controller are hereby authorized and directed to complete, execute
and attest the same on behalf of the City. Notwithstanding any other provisions of this
ordinance, failure of the City to comply with the Undertaking shall not be considered an event of
default under the Bonds or this ordinance.
- 27 -
1/2828366.2
}
(d) In the event the financial advisor to the City certifies to the City that it would be
economically advantageous for the City to acquire a municipal bond insurance policy for any of
the Bonds, the City hereby authorizes and directs the Mayor and Controller to obtain such an
insurance policy. The acquisition of a municipal bond insurance policy is hereby deemed
economically advantageous in the event the difference between the present value cost of (a) the
total debt service on the Bonds if issued without municipal bond insurance and (b) the total debt
service on the Bonds if issued with municipal bond insurance, is greater than the cost of the
premium on the municipal bond insurance policy. If such an insurance policy is purchased, the
Mayor and Controller are hereby authorized to execute and deliver all agreements with the
provider of the policy, to the extent necessary to comply with the terms of such insurance policy
and the commitment to issue such policy. Such agreement is hereby incorporated herein by
}
reference and shall be deemed as a part of this ordinance for all purposes, including the rights of
the bond insurer providing the policy.
Section 8. Bond Sale Notice. If any series of Bonds will be sold at a competitive
sale, prior to the sale of Bonds, the Controller shall cause to be published either (i) a notice of
bond sale in The Evening News, the only newspaper published in the City, two times, at least one
week apart, the first publication made at least fifteen (15) days before the date of the sale and the
second publication being made at least three (3) days before the date of the sale, or (ii) a notice
of intent to sell in The Evening News and the Court & Commercial Record all in accordance with
IC 5 -1 -11 and IC 5 -3 -1. A notice of sale may also be published one time in the Court &
Commercial Record, and a summary notice may also be published in The Bond Buyer in New
{
York, New York. The notice shall state the character and amount of the Bonds, the maximum
- 28 -
I/2828366.2
s�:
rate of interest thereon, the terms and conditions upon which bids will be received and the sale
made, and such other information as the Controller and the attorneys employed by the City shall y"
deem advisable and any summary notice may contain any information deemed so advisable. The
notice may provide, among other things, that electronic bidding will be permitted and that the
successful bidder shall be required to submit a certified or cashier's check or a wire transfer in an
amount equal to 1% of the principal amount of the Bonds described in the notice to guarantee
performance on the part of the bidder not later than 3:30 p.m. (Jeffersonville time) on the next
business day following the award. In the event the successful bidder shall fail or refuse to accept
delivery of the Bonds and pay for the same as soon as the Bonds are ready for delivery, or at the
time fixed in the notice of sale, then said check or wire transfer and the proceeds thereof shall be
}
the property of the City and shall be considered as its liquidated damages on account of such
default. Bidders for the Bonds will be required to name the rate or rates of interest which the
Bonds are to bear, not exceeding the maximum rate hereinbefore fixed, and such interest rate or
rates shall be in multiples of one - eighth (1/8) or one - twentieth (1/20) of one percent (1%). The
rate bid on a maturity shall be equal to or greater than the rate bid on the immediately preceding
maturity. No conditional bid or bid for less than 98.5% of the face amount of the Bonds will be
considered. The opinion of Ice Miller LLP, bond counsel of Indianapolis, Indiana, approving the
legality of the Bonds, will be furnished to the purchaser at the expense of the City.
The Bonds shall be awarded by the Controller to the best bidder who has submitted his
bid in accordance with the terms of this ordinance, IC 5 -1 -11 and the notice of sale. The best
bidder will be the one who offers the lowest net interest cost to the City, to be determined by
computing the total interest on all of the Bonds to their maturities and adding thereto the discount
- 29 -
1/2828366.2
bid, if any, and deducting the premium bid, if any. The right to reject any and all bids shall be
reserved. If an acceptable bid is not received on the date of sale, the sale may be continued from
day to day thereafter without further advertisement for a period of thirty (30) days, during which
time no bid which provides a higher net interest cost to the City than the best bid received at the
time of the advertised sale will be considered.
As an alternative to public sale, the Controller may negotiate the sale of any series of
Bonds to the Authority as a part of its SRF Program. The Mayor and the Controller are hereby
authorized to: i submit an application to the Authority as a part ram; of its SRF Program;
pp Y p g
(ii) execute a Financial Assistance Agreement with the Authority with terms conforming to this
ordinance; and (iii) sell such Bonds upon such terms as are acceptable to the Mayor and the Pr
Controller consistent with the terms of this ordinance. The Mayor and Controller are hereby
authorized to execute and deliver the Financial Assistance Agreement with terms consistent with
the terms of this ordinance. The substantially final form of Financial Assistance Agreement
A '.
attached hereto and incorporated herein by reference is hereby approved by the Common
Council, and the Mayor and Controller are hereby authorized to execute and deliver the same,
fi
and to approve any changes in form or substance to the Financial Assistance Agreement, which
are consistent with the terms of this ordinance, such changes to be conclusively evidenced by its $'
execution.
Section 9. Use of Proceeds and Costs of Issuance. Any accrued interest and any
premium received at the time of the delivery of the Bonds shall be deposited in the Sewage
Works Sinking Fund hereinafter defined. The remaining proceeds from the sale of the Bonds, to
the extent not used to refund BANs, and BAN proceeds shall be deposited in a bank or banks
-30
I/2828366.2
t --
$r
which are legally designated depositories for the funds of the City, in a special account or
accounts to be designated as "City of Jeffersonville, Sewage Works Construction Account"
( "Construction Account "). All funds deposited to the credit of the Sewage Works Sinking Fund =`
or the Construction Account shall be deposited, held, secured or invested in accordance with the
laws of the State of Indiana relating to the depositing, holding, securing or investing of public
funds, including particularly IC 5 -13, as amended and supplemented, and as applicable, pursuant
to IC 4 -4 -11 and IC 13- 18 -13. The funds in the Construction Account shall be expended only for
the purpose of paying the cost of the Projects, refunding the BANs, if issued, or as otherwise
required by the Act or for the expenses of issuance of the Bonds. The cost of obtaining the
P,±
services of Ice Miller LLP, H.J. Umbaugh & Associates, Certified Public Accountants, LLP and
counsel for the City, shall be considered as a part of the cost of the Projects on account of which
the BANs and Bonds are issued. Any balance or balances remaining unexpended in such special
account or accounts after completion of the Projects, which are not required to meet unpaid
obligations incurred in connection with the Projects, shall either (1) be paid into the Sinking
Fund and used solely for the purposes of the Sinking Fund or (2) be used for the same purpose or
type of project for which the Bonds were originally issued, all in accordance with IC 5 -1 -13, as $:
amended and supplemented.
With respect to any Bonds sold to the Authority as part of its SRF Program, to the extent
that (a) the total principal amount of the Bonds is not paid by the purchaser or drawn down by
the City or (b) proceeds remain in the Construction Account and are not applied to the Projects #'
(or any modifications or additions thereto approved by the Department and the Authority), the
City shall reduce the principal amount of the Bond maturities to effect such reduction in a
-31 -
I/2828366.2
manner that will still achieve the annual debt service as described in Section 2 subject to and
upon the terms set forth in the Financial Assistance Agreement.
Section 10. Financial Records and Accounts. The City shall keep proper records and
books of account, separate from all of its other records and accounts, in which complete and
correct entries shall be made showing all revenues received on account of the operation of the
sewage works and all disbursements made therefrom and all transactions relating to the utility.
Copies of all such statements and reports shall be kept on file in the office of the Clerk.
If any series of Bonds or BANs are sold to the Authority as part of its SRF Program, the
City shall establish and maintain the books and other financial records of the Projects (including
the establishment of a separate account or subaccount for the Projects) and the sewage works in
accordance with (i) generally accepted governmental accounting standards for utilities, on an
accrual basis, as promulgated by the Government Accounting Standards Board and (ii) the rules,
regulations and guidance of the State Board of Accounts.
fi
Section 11. Pledge of Net Revenues. The interest on and the principal of the Bonds
issued pursuant to the provisions of this ordinance, and any bonds hereafter issued on a parity
therewith, shall constitute a first charge on all the Net Revenues, on a parity with the Outstanding
Bonds, and such Net Revenues are hereby irrevocably pledged to the payment of the interest on
and principal of such Bonds, to the extent necessary for that purpose.
Section 12. Revenue Fund. All revenues derived from the operation of the sewage
works and from the collection of sewer and storm water rates and charges shall be deposited in
the Revenue Fund ( "Revenue Fund ") hereby continued. The Revenue Fund shall be maintained
separate and apart from all other accounts of the City. Out of the Revenue Fund, the proper and
- 32 -
1/2828366.2
}
reasonable expenses of operation, repair and maintenance of the works shall be paid, the
principal and interest of all bonds and fiscal agency charges of registrars or paying agents shall
be paid, the reserve shall be funded, and the costs of replacements, extensions, additions and
improvements to the works shall be paid. No moneys derived from the revenues of the sewage
works shall be transferred to any other fund of the City or be used for any purposes not
connected with the sewage works.
Section 13. Operation and Maintenance Fund There is hereby continued a fund
known as the Operation and Maintenance Fund ( "O &M Fund "). On the last day of each calendar
month, a sufficient amount of revenues of the sewage works shall thereafter be transferred from
the Revenue Fund to the O &M Fund. The balance maintained in this Fund shall be sufficient to
pay the expenses of operation, repair and maintenance of the works for the then next succeeding
two calendar months. The moneys credited to the O &M Fund shall be used for the payment of
the reasonable and proper operation, repair and maintenance expenses of the sewage works on a
day -to -day basis, but none of the moneys in the O &M Fund shall be used for depreciation,
replacements, improvements, extensions or additions. Any monies in the O &M Fund may be
transferred to the Sewage Works Sinking Fund if necessary to prevent a default in the payment
of principal of or interest on the outstanding bonds of the sewage works.
Section 14. Sewage Works Sinking Fund (a) There is hereby continued a fund for the
payment of the principal of and interest on revenue bonds which by their terms are payable from
the Net Revenues of the sewage works and the payment of any fiscal agency charges in
connection with the payment of the bonds, which fund is designated as the Sewage Works
Sinking Fund ( "Sinking Fund "). There shall be set aside and deposited in the Sinking Fund, as
-33
I/2828366.2
1
available, and as hereinafter provided, a sufficient amount of the Net Revenues of the sewage
works to meet the requirements of the Bond and Interest Account and the Debt Service Reserve
Account hereby continued in the Sinking Fund. Such payments shall continue until the balances
in the Bond and Interest Account and the Debt Service Reserve Account equal the principal of
and interest on all the then outstanding bonds to the final maturity thereof
(b) Bond and Interest Account. The Bond and Interest Account is hereby continued.
There shall be credited on the last day of each calendar month from the Revenue Fund to the
Bond and Interest Account of the Sinking Fund an amount of the Net Revenues equal to the sum
of at least one - twelfth (1/12) of the principal of and at least one -sixth (1/6) of the interest on all
then outstanding bonds payable on the then next succeeding principal and interest payment dates,
until the amount of interest and principal payable on the then next succeeding respective interest
and principal payment dates shall have been so credited. There shall similarly be credited to the
Account any amount necessary to pay the bank fiscal agency charges for paying principal and
" 4#
interest on the bonds as the same become payable. The City shall, from the sums deposited in
the Sinking Fund and credited to the Bond and Interest Account, remit promptly to the registered
owner or to the bank fiscal agency sufficient moneys to pay the interest and principal on the due
dates thereof together with the amount of bank fiscal agency charges.
R
(c) Debt Service Reserve Account. The Debt Service Reserve Account ( "Reserve
Account ") is hereby continued. On the date of delivery of the Bonds, the City may deposit funds
on hand of the sewage works, Bond proceeds or a combination thereof into the Reserve Account.
If no deposit is made or if the initial deposit does not cause the balance therein to equal the
hereinafter defined Reserve Requirement, the City shall deposit Net Revenues into the Reserve
-34
I/2828366.2
Account on the last day of each calendar month until the balance in the Reserve Account equals
Y q
but not exceed the least of: (i) the maximum annual debt service on the Bonds, the Outstanding
Bonds and any bonds issued in the future by the City which are payable from Net Revenues of
the sewage works and which rank on a parity with the Bonds ( "Parity Bonds "); (ii) 125% of
average annual debt service on the Bonds, the Outstanding Bonds or any Parity Bonds; or
(iii) 10% of the principal amount of the Bonds, the Outstanding Bonds or any Parity Bonds
( "Reserve Requirement "); provided that if any Bonds are sold to, or for so long as any
Outstanding Bonds are owned by, the Authority as part of its SRF Program, the Reserve
Requirement shall equal the maximum annual debt service on the Bonds, the Outstanding Bonds
and any Parity Bonds. The monthly deposits of Net Revenues shall be equal in amount and
sufficient to accumulate the Reserve Requirement within five (5) years of the date of delivery of
the Bonds.
Once the 1999 Bonds have been paid, the City may fund all or part of the Reserve
Account with a debt service reserve surety bond. The surety bond must be issued by an
insurance company rated in the highest rating category by Standard & Poor's Corporation and
Moody's Investors Service. If any Bonds are sold to ,or for so long as any Outstanding Bonds
are owned by, the Authority as part of its SRF Program, the City shall receive the written consent
of the Authority before funding the Reserve Account with such a surety bond. The Reserve
Account shall constitute the margin for safety and protection against default in the payment of
principal of and interest on the Bonds, the Outstanding Bonds and any Parity Bonds, and the
moneys in the Reserve Account shall be used to pay current principal and interest on the Bonds,
the Outstanding Bonds and any Parity Bonds to the extent that moneys in the Bond and Interest
-35-
1/2828366.2
Account are insufficient for that purpose. Any deficiency in the balance maintained in the
Reserve Account shall be promptly made up from the next available Net Revenues remaining
after credits into the Bond and Interest Account. Any moneys in the Reserve Account in excess
of the Reserve Requirement shall either be transferred to the Sewage Works Improvement Fund
or be used for the purchase of outstanding bonds or installments of principal of fully registered
bonds.
(d) The Sinking Fund (containing the Bond and Interest Account and the Reserve
{
Account) and the Construction Account, may be held by a financial institution acceptable to the
Authority as part of its SRF Program, pursuant to terms acceptable to the Authority. If the
Sinking Fund and the accounts therein are held in trust, the City shall transfer the monthly
required amounts of Net Revenues to the Bond and Interest Account and the Reserve Account in
accordance with Section 14, and the financial institution holding such funds in trust shall be
instructed to pay the required payments in accordance with the payment schedules for the City's
outstanding bonds. The financial institution selected to serve in this role may also serve as the
Registrar and the Paying Agent for the Bonds. If the Construction Account is so held in trust, the
City shall deposit the proceeds of the Bonds therein until such proceeds are applied consistent
with this ordinance and the Financial Assistance Agreement. The Mayor and the Controller are
hereby authorized to execute and deliver an agreement with a financial institution to reflect this
trust arrangement for all or a part of the Sinking Fund and the Construction Account in the form
of trust agreement as approved by the Mayor and the Controller, consistent with the terms and
provisions of this ordinance.
-36-
I/2828366.2
1 fi
Section 15. Sewage Works Improvement Fund. After meeting the requirements of the
O &M Fund and the Sinking Fund, any excess revenues may be transferred or credited to the
Sewage Works Improvement Fund ( "Improvement Fund "), hereby continued, and such Fund
shall be used for improvements, replacements, additions and extensions of the sewage works and
to make payments representing PILOTs. The City reserves the right to transfer PILOTs from the
Improvement Fund no more frequently than semiannually in accordance with the Act, and only if
all required transfers have been made to the Sinking Fund and the accounts of the Sinking Fund
contain the required balances as of the date the PILOTs are paid. In no event shall any PILOTs
be treated as an expense of operation and maintenance, nor in any case shall it be payable from
the O &M Fund or the Sinking Fund. Moneys in the Improvement Fund shall be transferred to
the Sinking Fund if necessary to prevent a default in the payment of principal of and interest on
any outstanding bonds payable from the Sinking Fund or, if necessary, to eliminate any
deficiencies in credits to or minimum balance in the Reserve Account of the Sinking Fund or
may be transferred to the O &M Fund to meet unforeseen contingencies in the operation, repair
and maintenance of the sewage works.
Section 16. Maintenance of Funds. The Sinking Fund shall be deposited in and
maintained as a separate account or accounts from all other accounts of the City. The O &M
Fund and the Improvement Fund may be maintained in a single account, or accounts, but such
account, or accounts, shall likewise be maintained separate and apart from all other accounts of
the City and apart from the Sinking Fund account or accounts. All moneys deposited in the
accounts shall be deposited, held and secured as public funds in accordance with the public
depository laws of the State of Indiana; provided that moneys therein may be invested in
}
-37-
I/2828366.2
obligations in accordance with the applicable laws, including particularly IC 5 -13, as amended or
supplemented and as applicable, pursuant to IC 4 -4 -11 and IC 13- 18 -13, and in the event of such
investment the income therefrom shall become a part of the funds invested and shall be used only
as provided in this ordinance.
Section 17. Defeasance of the Bonds. 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 and the interest and the premium, if any,
so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid; or
(i) cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise
collateralized with obligations described in (ii) below), or (ii) direct obligations of (including
obligations issued or held in book entry form on the books of) the Department of the Treasury of
the United States of America, the principal of and the interest on which when due will provide
sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall
also be made for paying all fees and expenses for the redemption, then and in that case the Bonds
or any designated portion thereof issued hereunder shall no longer be deemed outstanding or
entitled to the pledge of the Net Revenues of the City's sewage works.
Section 18. Rate Covenant. The City covenants and agrees that, by ordinance of the
Council, it will establish just and equitable rates or charges for the use of and the service
rendered by said works, to be paid by the owner of each and every lot, parcel of real estate or
building that is connected with and uses said sewage works by or through any part of the sewage
system of the City, or that in any way uses or is served by such works; that such rates or charges
-38-
I12828366.2
ff
shall be sufficient in each year to provide for the payment of the proper and reasonable expenses
of Operation and Repair, as defined in the Financial Assistance Agreement, and for the payment
of the sums required to be paid into the Sinking Fund by the Act and this ordinance and to
comply with and satisfy all covenants contained in this ordinance and the Financial Assistance
Agreement. Such rates and charges shall, if necessary, be changed and readjusted from time to
time so that the revenues therefrom shall always be sufficient to meet the expenses of Operation
and Maintenance of the sewage works, and the requirements of the Sinking Fund. The rates and
charges so established shall apply to any and all use of such works by and service rendered to
{
the City and all departments thereof, and shall be paid by the City or the various departments
thereof as the charges accrue.
Section 19. Additional Bond Provisions. The City reserves the right to authorize and
issue additional BANs at any time ranking on a parity with the BANs. The City reserves the
right to authorize and issue additional Parity Bonds payable out of the Net Revenues of its
sewage works ranking on a parity with the Bonds for the purpose of financing the cost of future
additions, extensions and improvements to its sewage works, or to refund obligations, subject to
the following conditions:
(a) All required payments into the Sinking Fund shall have been made in accordance
k
with the provisions of this ordinance, and the interest on and principal of all bonds payable from i
the Net Revenues of the sewage works shall have been paid to date in accordance with their
terms. The Reserve Requirement shall be satisfied for the additional Parity Bonds either at the
time of delivery of the additional Parity Bonds or over a five year or shorter period, in a manner
which is commensurate with the requirements established in Section 14 of this ordinance.
-39-
I12828366.2
f
I
1
i'.
(b) The Net Revenues of the sewage works in the fiscal year immediately preceding
the issuance of any Parity such Parit 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, prior to the issuance of the
Parity Bonds, the sewage rates and charges shall be increased sufficiently so that said increased
rates and charges applied to the previous fiscal year's operations would have produced Net
Revenues for said year equal to not less than one hundred twenty -five percent (125 %) of the
maximum annual interest and principal requirements of all bonds payable from the revenues of
the sewage works, including the additional Parity Bonds proposed to be issued. z'
For purposes of this subsection, the records of the sewage works shall be analyzed and all
showings prepared and certified by a certified public accountant employed by the City for that
purpose, who shall certify that he has no pecuniary interest in said additions, extensions, and
improvements or the financing thereof in any way whatsoever other than to analyze the records
of said sewage works and to prepare said showings.
(c) The interest on the additional Parity Bonds shall be payable semiannually on the
first days of January and July and the principal of, or mandatory sinking fund redemption dates
for, the additional Parity Bonds shall be payable annually on January 1.
(d) So long as any Bonds or Outstanding Bonds are outstanding and owned by the
Authority as part of the SRF Program, (i) the City obtains the consent of the Authority, (ii) the
City has faithfully performed and is in compliance with each of its obligations, agreements and
covenants contained in the Financial Assistance Agreement and this ordinance, and (iii) the City
-40
1/2828366.2
o-
is in compliance with its National Pollutant Discharge Elimination System permits, except for
non - compliance for which purpose the Parity Bonds are issued, including refunding bonds issued
prior to, but part of the overall plan to eliminate such non - compliance.
Section 20. Further Covenants of the City; Maintenance, Insurance, Pledge Not To
Encumber, Subordinate Indebtedness, and Contract with Bondholders. For the purpose of
further safeguarding the interests of the owners of the BANs and the Bonds, it is hereby
specifically provided as follows:
(a) All contracts let by the City in connection with the construction of the Projects
shall be let after due advertisement as required by the laws of the State of Indiana, and all
contractors shall be required to furnish surety bonds in an amount equal to 100% of the amount
of such contracts, to insure the completion of said contracts in accordance with their terms, and
such contractors shall also be required to carry such employers' liability and public liability
t yy '
insurance as are required under the laws of the State of Indiana in the case of public contracts,
and shall be governed in all respects by the laws of the State of Indiana relating to public
contracts.
(b) The Projects shall be constructed under supervision and subject to the approval of
such competent engineer as shall be designated by the City. All estimates for work done or
material furnished shall first be checked by the engineer and approved by the City.
(c) So long as any of the Bonds or BANs are outstanding, the City shall at all times
maintain its sewage works in good condition and operate the same in an efficient manner at a
reasonable cost.
-41
I12828366.2
s 3:
E<:
{
(d) So long as any of the Bonds or BANs are outstanding, the City shall maintain
insurance on the insurable parts of said works, of a kind and in an amount, including fidelity
{
bonds, such as would normally be carried by private corporations engaged in a similar type of
business and, if any Bonds or BANs are sold to the Authority as part of its SRF Program,
acceptable to the Authority. All insurance shall be placed with responsible insurance companies
qualified to do business under the laws of the State of Indiana. All insurance proceeds shall be
used either in replacing or restoring the property destroyed or damaged, unless if such BANs or
Bonds are sold to the Authority as part of its SRF Program, the Authority consents to a different
use.
(e) So long as any of the Bonds or BANs are outstanding, the City shall not
a
mort e, pledge or otherwise encumber the property and plant of its sewage works system, or
gg g p P Y p g Y
{
any part thereof, nor shall it sell, lease or otherwise dispose of any part of the same, excepting
only such machinery, equipment or other property as may be replaced, or shall no longer be
necessary for use in connection with said utility, provided, however, the City shall obtain the
prior written consent of the Authority if such BANs or Bonds are sold to the Authority as part of
its SRF Program.
(f) For so long as the Bonds are outstanding and owned by the Authority as part of
the SRF Program, the City shall not borrow any money, enter into any contract or agreement or
incur any other liabilities in connection with the sewage works, other than for normal operating
expenditures, without the prior written consent of the Authority if such undertaking would
involve, commit or use the revenues of the sewage works.
-42
1/2828366.2
(g) Except as otherwise specifically provided in Section 19 of this ordinance, so long
as any of the Bonds are outstanding, no additional bonds or other obligations pledging any
portion of the revenues of said sewage works shall be authorized, issued or executed by the City
except such as shall be made junior and subordinate in all respects to the Bonds, unless all of the
Bonds are redeemed or defeased coincidentally with the delivery of such additional bonds or
other obligations.
(h) The City shall take all action or proceedings necessary and proper, to the extent
permitted by law, to require connection of all property where liquid and solid waste, sewage,
night soil or industrial waste is produced with available sanitary sewers. The City shall, insofar
as possible, and to the extent permitted by law, cause all such sanitary sewers to be connected
with said sewage works.
(i) The provisions of this ordinance shall constitute a contract by and between the
City and the owners of the Bonds and BANs herein authorized, and after the issuance of the
Bonds or BANs, this ordinance shall not be repealed or amended in any respect which will
adversely affect the rights or interests of the owners of the Bonds or BANs, nor shall the
Common Council adopt any law, ordinance or resolution which in any way adversely affects the
rights of the holders of the Bonds or BANs so long as any of the Bonds, BANs or the interest
thereon, remain unpaid. Except in the case of changes described in Section 21(a) -(f), this
ordinance may be amended, however, without the consent of Bond or BAN owners, if the
Common Council determines, in its sole discretion, that such amendment would not adversely
affect the owners of the Bonds. or BANs; provided, however, that if the Bonds or BANs are sold
- 43 -
1/2828366.2
'
t
to the Authority as part of its SRF Program, the City shall obtain the prior written consent of the
Authority.
(j) The provisions of this ordinance shall be construed to create a trust in the
proceeds of the sale of the Bonds and BANs herein authorized for the uses and purposes herein
set forth, and the owners of the Bonds and BANs shall retain a lien on such proceeds until the
same are applied in accordance with the provisions of this ordinance and of the governing Act.
The provisions of this ordinance shall also be construed to create a trust in the Net Revenues
herein directed to be set apart and paid into the Sinking Fund for the uses and purposes of that
Fund as in this ordinance set forth. The owners of the Bonds shall have all the rights, remedies Y '
and privileges set forth in the provisions of the governing Act hereinbefore referred to, including
the right to have a receiver appointed to administer said sewage works, in the event the City shall
fail or refuse to fix and collect sufficient rates and charges for those purposes, or shall fail or
refuse to operate and maintain said system and to apply the revenues derived from the operation
thereof, or if there be a default in the payment of the principal of or interest on any of the Bonds
or in the event of default in respect to any of the provisions of this ordinance or the governing
Act.
Section 21. Amendments with Consent of Bondholders. Subject to the terms and
provisions contained in this section and Section 20(i), and not otherwise, the owners of not less
than sixty -six and two - thirds percent (66 2/3 %) in aggregate principal amount of the Bonds
issued pursuant to this ordinance and then outstanding shall have the right from time to time, to
consent to and approve the adoption by the Common Council of the City of such ordinance or
ordinances supplemental hereto or amendatory hereof, as shall be deemed necessary or desirable
- 44 -
1/2828366.2
ti
by the City for the purpose of modifying, altering, amending, adding to or rescinding in any
particular any of the terms or provisions contained in this ordinance, or in any supplemental
ordinance; provided, however, that if the Bonds or BANs are sold to the Authority as part of its
SRF Program, the City shall obtain the prior written consent of the Authority and provided,
further that nothing herein contained shall permit or be construed as permitting:
(a) An extension of the maturity of the principal of or interest on, or any mandatory
sinking fund redemption date for, any Bond issued pursuant to this ordinance; or
(b) A reduction in the principal amount of any Bond or the redemption premium or
the rate of interest thereon; or
(c) Except as provided in Section 2 with respect to the BANs, the creation of a lien
upon or a pledge of the revenues or Net Revenues of the sewage works ranking prior to the
pledge thereof created by this ordinance; or
(d) A preference or priority of any Bond or Bonds issued pursuant to this ordinance
ke
over any other Bond or Bonds issued pursuant to the provisions of this ordinance; or u.
(e) A reduction in the aggregate principal amount of the Bonds required for consent
to such supplemental ordinance; or
(f) A reduction in the Reserve Requirement.
If the owners of not less than sixty -six and two - thirds percent (66 2/3 %) in aggregate
principal amount of the Bonds outstanding at the time of adoption of such supplemental
ordinance shall have consented to and approved the adoption thereof by written instrument to be
maintained on file in the office of the Clerk of the City, no owner of any Bond issued pursuant to
this ordinance shall have any right to object to the adoption of such supplemental ordinance or to
- 45 -
112828366.2
ti
1.. it
object to any of the terms and provisions contained therein or the operation thereof, or in any
manner to question the propriety of the adoption thereof, or to enjoin or restrain the Common m
I
t
Council of the City from adopting the same, or from taking any action pursuant to the provisions
thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions of this
section, this ordinance shall be, and shall be deemed, modified and amended in accordance
therewith, and the respective rights, duties and obligations under this ordinance of the City and
all owners of Bonds then outstanding, shall thereafter be determined, exercised and enforced in
accordance with this ordinance, subject in all respects to such modifications and amendments.
I
Notwithstanding anything contained in the foregoing provisions of this ordinance, the rights and
I
obligations of the City and of the owners of the Bonds authorized by this ordinance, and the
i
terms and provisions of the Bonds and this ordinance, or any supplemental or amendatory
ordinance, may be modified or altered in any respect with the consent of the City and the consent
of the owners of all the Bonds then outstanding. t
r :
n
Section 22. Investment of Funds. (a) The Controller is hereby authorized to invest
moneys pursuant to the provisions of this ordinance and IC 5- 1 -14 -3 (subject to applicable t
i
requirements of federal law to insure such yield is then current market rate) to the extent
I
k
Y
necessary or advisable to preserve the exclusion from gross income of interest on the Bonds and
,
BANs under federal law.
(b) The Controller shall keep full and accurate records of investment earnings and
t
income from moneys held in the funds and accounts referenced herein. In order to comply with
the provisions of the ordinance, the Controller is hereby authorized and directed to employ 1
t
1
consultants or attorneys from time to time to advise the City as to requirements of federal law to n'
F
-46-
I/2828366.2
E
i
i
preserve the tax exclusion. The Controller may pay any fees as operation expenses of the
sewage works.
Section 23. Tax Covenants. In order to preserve the exclusion of interest on the Bonds
and BANs from gross income for federal tax purposes under Section 103 of the Internal Revenue
{
Code of 1986 as existing on the date of issuance of the Bonds or BANs, as the case may be
( "Code "), and as an inducement to purchasers of the Bonds and BANs, the City represents,
covenants and agrees that: n:
(a) The sewage works will be available for use by members of the general public.
Use by a member of the general public means use by natural persons not engaged in a trade or
business. No person or entity other than the City or another state or local governmental unit will
use more than 10% of the proceeds of the Bonds or BANs or property financed by the Bond or
BAN proceeds other than as a member of the general public. No person or entity other than the
City or another state or local governmental unit will own property financed by Bond or BAN
proceeds or will have any actual or beneficial use of such property pursuant to a lease, a
management or incentive payment contract, arrangements such as take -or -pay or output contracts
or any other type of arrangement that conveys other special legal entitlements and differentiates
that person's or entity's use of such property from use by the general public, unless such uses in
the aggregate relate to no more than 10% of the proceeds of the Bonds or BANs, as the case may
be. If the City enters into a management contract for the sewage works, the terms of the contract ¢
will comply with IRS Revenue Procedure 97 -13, as it may be amended, supplemented or
superseded for time to time, so that the contract will not give rise to private business use under
-47-
I/2828366.2
fi
}
if.
the Code and the Regulations, unless such use in aggregate relates to no more than 10% of the
proceeds of the Bonds or BANs, as the case may be.
(b) No more than 10% of the principal of or interest on the Bonds or BANs is (under
the terms of the Bonds or BANs, this ordinance or any underlying arrangement), directly or
indirectly, secured by an interest in property used or to be used for any private business use or
payments in respect of any private business use or payments in respect of such property or to be
derived from payments (whether or not to the City) in respect of such property or borrowed
money used or to be used for a private business use.
fi
(c) No more than 5% of the Bond or BAN proceeds will be loaned to any person or
entity other than another state or local governmental unit. No more than 5% of the Bond or BAN
proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovernmental
person in any manner that would in substance constitute a loan of the Bond or BAN proceeds.
(d) The City reasonably expects, as of the date hereof, that the Bonds and BANs will
not meet either the private business use test described in paragraph (a) and (b) above or the
private loan test described in paragraph (c) above during the entire term of the Bonds or BANs,
as the case may be.
(e) No more than 5% of the proceeds of the Bonds or BANs will be attributable to
private business use as described in (a) and private security or payments described in (b)
attributable to unrelated or disproportionate private business use. For this purpose, the private
business use test is applied by taking into account only use that is not related to any government
use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any
governmental use of those proceeds (Disproportionate Use).
- 48 -
I/2828366.2
}
(f) The City will not take any action nor fail to take any action with respect to the
Bonds or BANs that would result in the loss of the exclusion from gross income for federal tax
purposes on the Bonds or BANs pursuant to Section 103 of the Code, nor will the City act in any
other manner which would adversely affect such exclusion. The City covenants and agrees not
to enter into any contracts or arrangements which would cause the Bonds or BANs to be treated
fi
as private activity bonds under Section 141 of the Code.
(g) It shall be not an event of default under this ordinance if the interest on any Bond
or BAN is not excludable from gross income for federal tax purposes or otherwise pursuant to
any provision of the Code which is not currently in effect and in existence on the date of issuance
of the Bonds or BANs, as the case may be.
(h) These covenants are based solely on current law in effect and in existence on the
date of delivery of such Bonds or BANs, as the case may be.
(i) The City represents that it will rebate any arbitrage profits to the United States in
accordance with the Code. If any Bonds are sold to the Authority as part of its SRF Program, the
Mayor and Controller are authorized to enter into a rebate agreement with the Authority.
fi
Section 24. Issuance of BANs. (a) The City, having satisfied all the statutory
requirements for the issuance of its Bonds, may elect to issue its BAN or BANs to a financial
institution, the Indiana Bond Bank or any other purchaser pursuant to a Bond Anticipation Note
Purchase Agreement ( "Purchase Agreement ") to be entered into between the City and the
purchaser of the BAN or BANs. If the BANs are sold to the Authority as part of its SRF
Program, the Financial Assistance Agreement shall serve as the Purchase Agreement. The
Common Council hereby authorizes the issuance and execution of the BAN or BANs in lieu of
- 49 -
1/2828366.2
qRy'
} fd
initially issuing the Bonds to provide interim financing for the Projects until permanent financing
becomes available. It shall not be necessary for the City to repeat the procedures for the issuance
of its Bonds, as the procedures followed before the issuance of the BAN or BANs are for all
purposes sufficient to authorize the issuance of the Bonds and the use of the proceeds to repay
the BAN or BANs.
(b) The Mayor and the Controller are hereby authorized and directed to execute a
Purchase Agreement in such form or substance as they shall approve acting upon the advice of
counsel. The Mayor, the Controller and the Clerk may also take such other actions or deliver
such other certificates as are necessary or desirable in connection with the issuance of the BANs
or the Bonds and the other documents needed for the financing as they deem necessary or fi
desirable in connection therewith.
Section 25. Noncompliance with Tax Covenants. Notwithstanding any other
provisions of this ordinance, the covenants and authorizations contained in this ordinance ( "Tax
Sections ") which are designed to preserve the exclusion of interest on the Bonds and BANs from
gross income under federal law ( "Tax Exemption ") 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 26. Rates and Charges. The estimate of the rates and charges of the sewage
works is set forth in Ordinance No. 2011 -OR -73 adopted on February 22, 2012. Such ordinance
is hereby incorporated herein by reference.
Section 27. Conflicting Ordinances. All ordinances and parts of ordinances in conflict
herewith are hereby repealed; provided, however, that this ordinance shall not be construed as
-50
I12828366.2
1
modifying, amending or repealing the ordinances authorizing the Outstanding Bonds or as
adversely affecting the rights of the holders of the aforementioned Outstanding Bonds.
Section 28. Headings. The headings or titles of the several sections shall be solely for
convenience of reference and shall not affect the meaning, construction or effect of this
ordinance.
Section 29. Effective Date. This ordinance shall be in full force and effect from and
after its passage and approval by the Mayor.
{
�? f
-51 -
1/2828366.2
ti
Passed and adopted by the Common Council of the City of Jeffersonville, Indiana, this
15 day of (0C1-0 k.,P,
2012.
COM ► a , COUNCIL
41 , / /
P esiding Officer
R
Attest:
i
L d ( 24-- - 4
Clerk
Presented by me to the Mayor of the City of Jeffersonville, Indiana, on the /, day of
OCk 2012, at /0 : 4_.m.
l; '/
Clerk
{
Presented to and approved by me, the Mayor of the City of Jeffersonville, Indiana, and
signed this / 69 day of , 2012, ati4 4_. .
0-4_ n i\ ;
P
Mayor
1
i
i
I
1
i
t
I
- 52 -
I/2828366.2 x
t
t
t
EXHIBIT A
Description of Projects
Construction of the South (Lentzier Creek) Pump Station and Force Main to the new North
Wastewater Treatment Plant located in River Ridge.
Relocation of the Force Main from the Liter's Pump Station which currently discharges to the
Mill Creek Pump Station to the new North Wastewater Treatment Plant.
The relocation of the Utica 1 Pump Station Force Main from the Riverport 2 Pump Station to the
Lentzier Creek Pump Station.
}
Design and Construction of new large CSO Interceptor which will run parallel to the existing
interceptor sewer which is currently located in Market Street. This Project is included in the
Approved CSO Long -Term Control Plan (LTCP).
Design and Construction of a new oversized Interceptor /Storage Sewer from Market Street to the
recently expanded Tenth Street Pump Station. This project will provide both the ability to
convey and store excess wet weather flow currently being discharged through the authorized
CSO outfalls. This Project is included in the Approved CSO Long -Term Control Plan (LTCP).
The design and construction of various collection system improvements and /or equipment
needed to adequately operate and maintain the existing collection system.
3 i
i
I/2828366.2
3