HomeMy WebLinkAboutD-2549-20_Sewage Works Refunding Revenue Bonds of 2020SPONSOR: Councilors Campbell
and Finkam
ORDINANCE NO. D-2549-20
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF
CARMEL, INDIANA AUTHORIZING REFUNDING OF PRIOR SEWAGE
WORKS REVENUE BONDS OF THE CITY OF CARMEL, INDIANA,
AUTHORIZING THE ISSUANCE OF THE CITY OF CARMEL, INDIANA
SEWAGE WORKS REFUNDING REVENUE BONDS OF 2020 TO
PROVIDE FUNDS FOR THE PAYMENT OF THE COSTS THEREOF, AND
ADDRESSING OTHER MATTERS CONNECTED THEREWITH
Synopsis:
Bond Ordinance authorizing the issuance of refunding revenue bonds payable from the net
revenues of the City’s sewage works utility to advance refund outstanding bonds of the City.
WHEREAS, the City of Carmel, Indiana (the “City”), has heretofore established,
constructed and financed a municipal sewage works system for the purpose of providing for the
collection and treatment of wastewater from the City residents and users (the “System”) pursuant
to IC 36-9-23 et seq., as in effect on the issue date of the bond anticipation notes or the bonds, as
applicable, which are authorized herein (the “Act”); and
WHEREAS, Common Council of the City (the “Common Council”) hereby finds that
certain hereinafter described outstanding bonds of the Sewage Works should be refunded to obtain
a reduction in interest payments and effect a savings to the City; that the refunding of those
outstanding bonds, together with redemption premium and accrued interest thereon and including
all costs related to the refunding cannot be provided for out of funds of the Sewage Works now on
hand and the refunding should be accomplished by the issuance of revenue bonds of the Sewage
Works; and
WHEREAS, the City has issued its Sewage Works Revenue Bonds of 2012 (the “2012
Bonds”), which were authorized and issued pursuant to Ordinance No. D-2071-11 adopted by the
Council on February 20, 2012, as amended by Ordinance No. D-2096-12 adopted by the Council
on May 21, 2012 (collectively, the “2012 Ordinance”), originally issued in the principal amount
of $11,040,000 and now outstanding in the amount of $7,695,000 which 2012 Bonds constitute a
first charge on the Net Revenues (as hereinafter defined) of the System; and
WHEREAS, the 2012 Bonds may be redeemed, at the option of the City, in whole or in
part on May 1, 2021, or any date thereafter, at a redemption price of 100% of the principal amount
to be redeemed, plus accrued interest to the date of redemption; and
WHEREAS, the City has issued its Sewage Works Revenue Bonds of 2005 (the “2005
Bonds”), which were authorized by and issued pursuant to Ordinance No. D-1754-05 adopted by
the Council on July 18, 2005, as supplemented and amended by Ordinance No. D-2222-15 adopted
by the Council on August 17, 2015 (collectively, the “2005 Ordinance”), which 2005 Bond s
constitute a first charge on the Net Revenues (as hereinafter defined) of the System; and
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WHEREAS, the City has issued its Sewage Works Revenue Bonds of 2009 (the “2009
Bonds”), which were authorized and issued pursuant to Ordinance No. D-1950-09 adopted by the
Council on August 17, 2009 (the “2009 Ordinance”) which 2009 Bonds constitute a first charge
on the Net Revenues (as hereinafter defined) of the System; and
WHEREAS, the City has issued its Sewage Works Revenue Bonds of 2020 (the “2020
Bonds”), which were authorized pursuant to Ordinance No. D-2512-20 adopted by the Council on
March 16, 2020 (the “2020 Ordinance”) which 2020 Bonds constitute a first charge on the Net
Revenues (as hereinafter defined) of the System; and
WHEREAS, the City is also now considering for approval by separate ordinance the
issuance of sewage works revenue bonds of the City in an aggregate principal amount not to exceed
$3,600,000 (the “2020A Bonds”) (the 2005 Bonds, the 2009 Bonds, the 2020 Bonds and the 2020A
Bonds, collectively, the “Prior Bonds”) pursuant to Ordinance No. D-2548-20 (the “2020A
Ordinance”), which 2020A Bonds, upon approval and issuance, shall constitute a first charge on
the Net Revenues (as hereinafter defined) of the System; and
WHEREAS, the 2005 Ordinance, the 2009 Ordinance, the 2020 Ordinance and the 2020A
Ordinance (collectively, the “Prior Ordinances”) allow for the issuance of additional bonds payable
from revenues of the System and ranking on parity with any of the Prior Bonds that remain
outstanding; and
WHEREAS, the Common Council has found that it may be beneficial to refund all or a
portion of the outstanding 2012 Bonds (the portion determined to be refunded, the “Refunded
Bonds”) pursuant to the provisions of IC 5-1-5 to enable the City to obtain a reduction in interest
payments and effect a savings to the City and hereby authorizes the same by issuance of refunding
revenue bonds (the “Refunding Bonds”); and
WHEREAS, the Refunding Bonds will constitute a first charge against the Net Revenues
(as hereinafter defined) of the Sewage Works on a parity with any Prior Bonds that remain
outstanding and are to be issued subject to the provisions of the laws of the Act (as hereinafter
defined), and the terms and restrictions of this Ordinance; and
WHEREAS, the Common Council now finds that all conditions precedent to the issuance
of the Bonds on a parity with the Prior Bonds have been or will be met; and
WHEREAS, this Common Council now finds that all conditions precedent to the adoption
of an ordinance authorizing the issuance of the Refunding Bonds have been complied with in
accordance with the provisions of IC 36-9-23 and IC 5-1-5, each as in effect on the date of delivery
of the Refunding Bonds authorized herein (collectively, the “Act”); and
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA:
Section 1. Issuance of the Refunding Bonds. The City, being the owner of and engaged
in operating an unencumbered sewage works supplying the City, its inhabitants, and the residents
adjacent thereto, with sewage treatment and collection services, now finds it necessary to provide
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funds for refunding the Refunded Bonds thereby reducing its interest payments and effecting a
savings, as will be reported after the sale of the bonds issued hereunder by the City’s municipal
advisor, Baker Tilly Municipal Advisors, LLC (the “Municipal Advisor”). Where used in this
Ordinance, the term “City” shall be construed also to include any department, board, commission
or officer or officers of the City or of any City department, board or commission. The terms
“Sewage Works”, “sewage works”, “works”, “system”, “utility” and similar terms used in this
Ordinance shall be construed to mean the existing Sewage Works system and all real estate and
equipment used in connection therewith and appurtenances thereto, and all extensions, additions
and improvements thereto and replacements thereof now or at any time hereafter constructed or
acquired, and all other items as defined in the Act.
Section 2. The Refunding Bonds. In accordance with the Act and for the purpose of
providing funds for the refunding the Refunded Bonds, together with authorized expenses relating
thereto including the costs of issuance of the Refunding Bonds, and all other costs related to the
refunding, the City shall issue in one or more series, its sewage works refunding revenue bonds
designated “City of Carmel, Indiana Sewage Works Refunding Revenue Bonds of 2020” (with an
appropriate additional series designation if necessary) in the aggregate principal amount of not to
exceed Nine Million Two Hundred Seventy Thousand Dollars ($9,270,000) (the “Refunding
Bonds”). The principal of, redemption premium, if any, and interest on the Refunding Bonds shall
be payable solely out of the Sewage Works Sinking Fund as referred to below. The Refunding
Bonds shall rank on parity with any outstanding Prior Bonds.
The Refunding Bonds shall be issued in one or more series as fully registered bonds in
denominations of Five Thousand Dollars ($5,000) or any integral multiple thereof, or if sold
through a private placement, denominations of One Hundred Thousand Dollars ($100,000) or any
integral multiple of Five Thousand Dollars ($5,000) in excess thereof, in either case not exceeding
the aggregate principal amount of the Refunding Bonds maturing in any one year shall be
numbered consecutively from R-1 upward, and shall bear interest at a rate not to exceed five
percent (5.0%) per annum (the exact rate or rates to be determined by bidding or through
negotiations). Interest on the Refunding Bonds shall be payable semiannually on May 1 and
November 1 of each year (each an “Interest Payment Date”), commencing on the May 1 or
November 1 selected by the Controller of the City (the “Fiscal Officer”) upon the advice of the
City’s Municipal Advisor, as evidenced by delivery of the executed issue of the Refunding Bonds
to the Registrar for authentication. The principal of the Refunding Bonds shall mature on May 1
of each year, commencing not earlier than May 1, 2021 and ending no later than May 1, 2032,
until the principal is fully paid. Interest on the Refunding Bonds shall be calculated according to
a 360-day calendar year containing twelve 30-day months.
The Refunding Bonds shall bear an original issue date which shall be the date of delivery
and each Refunding Bond shall also bear the date of its authentication. Any Refunding Bond
authenticated on or before the fifteenth (15th) day of the month preceding the month of the first
Interest Payment Date, shall pay interest from its original date. Any Refunding Bond authenticated
thereafter shall pay interest from the Interest Payment Date next preceding the date of
authentication of such Refunding Bond to which interest thereon has been paid or duly provided
for, unless such Refunding Bond is authenticated after the fifteenth (15th) day of the month
preceding an Interest Payment Date and on or before such Interest Payment Date, in which case
interest thereon shall be paid from such Interest Payment Date.
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The Mayor of the City (the “Mayor”) or Fiscal Officer are authorized to serve as or to
appoint a qualified financial institution to serve as the Registrar and Paying Agent for the
Refunding Bonds (the “Registrar and Paying Agent”) as will enable and facilitate the performance
of its duties and responsibilities, and are authorized and directed to pay such fees as the Registrar
and Paying Agent may reasonably charge for its services in such capacity, with such fees to be
paid from the Sewage Works Sinking Fund as described in this Ordinance. The Registrar and
Paying Agent is hereby charged with the performance of all of the duties and responsibilities
customarily associated with each such position, including without limitation the authentication of
the Refunding Bonds.
If wire transfer payment for the Refunding Bonds is not required, the principal of and any
redemption premium on the Refunding Bonds shall be payable at the principal corporate trust
office of the Paying Agent. Interest on the Refunding Bonds shall be paid by check or draft mailed
or delivered by the Paying Agent to the registered owner thereof at the address as it appears on the
registration books kept by the Registrar as of the fifteenth (15th) day of the month preceding such
Interest Payment Date or at such other address as may be provided to the Paying Agent in writing
by such registered owner. All payments on the Refunding Bonds shall be made in any coin or
currency of the United States of America which, on the dates of such payments, shall be legal
tender for the payment of public or private debt.
Each Refunding Bond shall be transferable or exchangeable only on the books of the City
maintained for such purpose at the principal corporate trust office of the Registrar, by the registered
owner thereof in person, or by his or her attorney duly authorized in writing, upon surrender of
such Refunding Bond together with a written instrument of transfer or exchange satisfactory to the
Registrar duly executed by the registered owner or his or her attorney duly authorized in writing,
and thereupon a new fully registered Refunding Bond or Refunding Bonds in the same aggregate
principal amount and of the same maturity shall be executed and delivered in the name of the
transferee or transferees or the registered owner, as the case may be, in exchange therefor. Each
Refunding Bond may be transferred or exchanged without cost to the registered owner or his or
her attorney duly authorized in writing, except for any tax or other governmental charge which
may be required to be paid with respect to such transfer or exchange. The Registrar shall not be
obligated to make any transfer or exchange of any Refunding Bond (i) during the fifteen (15) days
immediately preceding an Interest Payment Date or (ii) after the mailing of notice calling such
Refunding Bond for redemption. The City, the Registrar and the Paying Agent may treat and
consider the person in whose name any Refunding Bond is registered as the absolute owner thereof
for all purposes including the purpose of receiving payment of, or on account of, the principal
thereof and redemption premium, if any, and interest thereon.
In the event any Refunding Bond is mutilated, lost, stolen or destroyed, the City may cause
to be executed and the Registrar may authenticate a new Refunding Bond of like date, maturity
and denomination as the mutilated, lost, stolen or destroyed Refunding Bond, which new
Refunding Bond shall be marked in a manner to distinguish it from the Refunding Bond for which
it was issued; provided, that in the case of any mutilated Refunding Bond, such mutilated
Refunding Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or
destroyed Refunding Bond there shall be first furnished to the Registrar evidence of such loss,
theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory
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to them. In the event that any such mutilated, lost, stolen or destroyed Refunding Bond shall have
matured or been called for redemption, instead of causing to be issued a duplicate Refunding Bond,
the Registrar and Paying Agent may pay the same upon surrender of the mutilated Refunding Bond
or satisfactory indemnity and proof of loss, theft or destruction in the case of a lost, stolen or
destroyed Refunding Bond. The City and the Registrar and Paying Agent may charge the owner
of any such Refunding Bond with their reasonable fees and expenses in connection with the above.
Every substitute Refunding Bond issued by reason of any Refunding Bond being lost, stolen or
destroyed shall, with respect to such Refunding Bond, constitute a substitute contractual obligation
of the City pursuant to this Ordinance, whether or not the lost, stolen or destroyed Refunding Bond
shall be found at any time, and shall be entitled to all the benefits of this Ordinance, equally and
proportionately with any and all other Refunding Bonds duly issued hereunder.
In the event that any Refunding Bond is not presented for payment or redemption on the
date established therefor, the City may deposit in trust with the Paying Agent an amount sufficient
to pay such Refunding Bond or the redemption price thereof, as appropriate, and thereafter the
owner of such Refunding Bond shall look only to the funds so deposited in trust with the Paying
Agent for payment and the City shall have no further obligation or liability with respect thereto.
Section 3. Redemption of the Refunding Bonds. The Mayor and the Fiscal Officer, upon
consultation with the Municipal Advisor, may designate maturities of Refunding Bonds (or portion
thereof in integral multiples of $5,000 principal amount each) that shall be subject to optional
redemption and/or maturity sinking fund redemption, and the corresponding redemption dates,
amounts and prices (including premium, if any). Except as otherwise set forth in this Ordinance,
the Mayor and the Fiscal Officer, upon consultation with the Municipal Advisor, is hereby
authorized and directed to determine the terms governing any such redemption, as evidenced by
the delivery of the Refunding Bonds.
If any Refunding Bond is issued as a term bond, the Paying Agent shall credit against the
mandatory sinking fund requirement for the Refunding Bonds maturing as term bonds, and
corresponding mandatory redemption obligation, in the order determined by the City, any
Refunding 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 Refunding Bond maturing as a term bond so
delivered or cancelled 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 Refunding 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 Refunding Bonds maturing as term bonds to the extent received on or before forty-five (45)
days preceding the applicable mandatory redemption date.
Each Five Thousand Dollars ($5,000) 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 Refunding Bonds to be called shall be selected by lot by the Registrar.
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Notice of such redemption shall be mailed by certified or registered mail at least thirty (30)
days and not more than sixty (60) days prior to the scheduled redemption date to each of the
registered owners of the Refunding Bonds called for redemption (unless waived by such registered
owner), at the address shown on the books of the Registrar. The notice shall specify date and place
of redemption, and the registration numbers of the Refunding Bonds called for redemption. The
place of redemption may be at the principal corporate trust office of the Paying Agent or as
otherwise determined by the City. Interest on the Refunding Bonds so called for redemption shall
cease to accrue on the redemption date fixed in such notice, if sufficient funds are available at the
place of redemption to pay the redemption price on the redemption date and when such Refunding
Bonds are presented for payment.
In addition to the foregoing notice, the City may also direct that further notice of
redemption of the Refunding Bonds be given, including without limitation and at the option of the
City, notice described in paragraph (a) below given by the Registrar to the parties described in
paragraph (b) below. No defect in any such further notice and no failure to give all or any portion
of any such further notice shall in any manner defeat the effectiveness of any call for redemption
of Refunding Bonds so long as notice thereof is mailed as prescribed above.
(a) If so directed by the City, each further notice of redemption given hereunder shall
contain the information required above for an official notice of redemption plus (i) the CUSIP
numbers of all Refunding Bonds being redeemed; (ii) the date of issue of the Refunding Bonds as
originally issued; (iii) the rate of interest borne by each Refunding Bond being redeemed; (iv) the
maturity date of each Refunding Bond being redeemed; and (v) any other descriptive information
needed to identify accurately the Refunding Bond being redeemed.
(b) If so directed by the City, each further notice of redemption shall be sent at least
thirty (30) days before the redemption date by registered or certified mail or overnight delivery
service to all registered securities depositories then in the business of holding substantial amounts
of obligations of types comprising the Refunding Bonds (such depositories as the Depository Trust
Company of New York, New York) and to one or more national information services that
disseminate notices of redemption of obligations such as the Refunding Bonds.
Upon the payment of the redemption price of the Refunding Bonds being redeemed and if
so directed by the City, each check or other transfer of funds issued for such purpose shall bear the
CUSIP number identifying, by issue and maturity, the Refunding Bonds being redeemed with the
proceeds of such check or other transfer.
Section 4. Authorization for Book-Entry System. The Refunding Bonds may, in
compliance with all applicable laws, initially be issued and held in book-entry form on the books
of the central depository system, The Depository Trust Company, its successors, or any successor
central depository system appointed by the City from time to time (the “Clearing Agency”),
without physical distribution of bonds to the purchasers. The following provisions of this Section
apply in such event.
One definitive Refunding Bond of each maturity shall be delivered to the Clearing Agency
(or its agent) and held in its custody. The City and Registrar may, in connection herewith, do or
perform or cause to be done or performed any acts or things not adverse to the rights of the holders
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of the Refunding Bonds as are necessary or appropriate to accomplish or recognize such book-
entry form Refunding Bonds.
During any time that the Refunding Bonds are held in book-entry form on the books of a
Clearing Agency, (1) any such Refunding Bond may be registered upon Registration Record in
the name of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2) the Clearing
Agency in whose name such Refunding Bond is so registered shall be, and the City and the
Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and
holder of such Refunding Bond for all purposes of this Ordinance, including, without limitation,
the receiving of payment of the principal of and interest and premium, if any, on such Refunding
Bond, the receiving of notice and the giving of consent; (3) neither the City nor the Registrar or
Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect
participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as
amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of
which, any such participant holds any interest in any Refunding Bond, including, without
limitation, any responsibility or obligation hereunder to maintain accurate records of any interest
in any Refunding Bond or any responsibility or obligation hereunder with respect to the receiving
of payment of principal of or interest or premium, if any, on any Refunding Bond, the receiving
of notice or the giving of consent; and (4) the Clearing Agency is not required to present any
Refunding Bond called for partial redemption, if any, prior to receiving payment so long as the
Registrar and Paying Agent and the Clearing Agency have agreed to the method for noting such
partial redemption.
If either the City receives notice from the Clearing Agency which is currently the registered
owner of the Refunding Bonds to the effect that such Clearing Agency is unable or unwilling to
discharge its responsibility as a Clearing Agency for the Refunding Bonds, or the City elects to
discontinue its use of such Clearing Agency as a Clearing Agency for the Refunding Bonds, then
the City and the Registrar and Paying Agent each shall do or perform or cause to be done or
performed all acts or things, not adverse to the rights of the holders of the Refunding Bonds, as are
necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the
Refunding Bonds and to transfer the ownership of each of the Refunding Bonds to such person or
persons, including any other Clearing Agency, as the holder of the Refunding Bonds may direct in
accordance with this Ordinance. Any expenses of such discontinuance and transfer, including
expenses of printing new certificates to evidence the Refunding Bonds, shall be paid by the City.
During any time that the Refunding Bonds are held in book-entry form on the books of a
Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other
written representation from the Clearing Agency or any participant or indirect participant with
respect to the identity of any beneficial owner of the Refunding Bonds as of a record date selected
by the Registrar. For purposes of determining whether the consent, advice, direction or demand
of a registered owner of a Refunding Bond has been obtained, the Registrar shall be entitled to
treat the beneficial owners of the Refunding Bonds as the bondholders and any consent, request,
direction, approval, objection or other instrument of such beneficial owner may be obtained in the
fashion described in this Ordinance.
During any time that the Refunding Bonds are held in book-entry form on the books of a
Clearing Agency, the Mayor, the Fiscal Officer and/or the Registrar are authorized to execute and
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deliver a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer Letter
of Representations, and the provisions of any such Letter of Representations or any successor
agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of
Registrar under this Ordinance, agrees that it will (i) undertake the duties of agent required thereby
and that those duties to be undertaken by either the agent or the issuer shall be the responsibility
of the Registrar, and (ii) comply with all requirements of the Clearing Agency, including without
limitation same day funds settlement payment procedures. Further, during any time that the
Refunding Bonds are held in book-entry form, the provisions of this Section 4 of this Ordinance
shall control over conflicting provisions in any other section of this Ordinance.
Section 5. Execution and Authentication of the Refunding Bonds. The Refunding Bonds
shall be executed in the name of the City by the manual or facsimile signature of the Mayor, and
attested by the manual or facsimile signature of the Fiscal Officer, with the seal of the City, if any,
or a facsimile thereof to be affixed to each of the Refunding Bonds. The Refunding Bonds shall
be authenticated by the manual signature of the Registrar, and no Refunding Bond shall be valid
or become obligatory for any purpose until the certificate of authentication thereon has been so
executed. In case any official whose signature appears on any Refunding Bond shall cease to be
such official before the delivery of such Refunding Bond, the signature of such official shall
nevertheless be valid and sufficient for all purposes, the same as if such official had been in office
at the time of such delivery. Subject to the provisions of this Ordinance regarding the registration
of the Refunding Bonds, the Refunding Bonds shall be fully negotiable instruments under the laws
of the State of Indiana.
Section 6. Security and Sources of Payment for the Refunding Bonds. The Refunding
Bonds, together with any outstanding Prior Bonds, and any bonds hereafter issued on a parity
therewith, as to both principal and interest, shall be payable from and secured by an irrevoc able
pledge of and constituting a first charge, upon all of the net revenues (defined as gross revenues of
the works after deduction only for the payment of the reasonable expenses of operation, repair and
maintenance, and after such time as no Prior Bonds other than the 2020 Bonds and the 2020A
Bonds remain outstanding, defined as gross revenues, inclusive of System Development Charges
(as hereinafter defined), of the works after deduction only for the payment of the reasonable
expenses of operation, repair and maintenance excluding transfers for payment in lieu of taxes) of
the works (the “Net Revenues”), on a parity with the Prior Bonds for all purposes. For purposes of
this Ordinance, "System Development Charges" shall mean the proceeds and balances from any
non-recurring charges such as tap fees, subsequent connector fees, capacity or contribution fees,
and other similar one-time charges that are available for deposit under this ordinance; provided,
however, that any System Development Charges that are enacted under IC 36-9-23-29, shall be
considered as Net Revenues of the sewage works. The City shall not be obligated to pay the
Refunding Bonds or the interest thereon, except from the Net Revenues, and the Refunding Bonds
shall not constitute an indebtedness of the City within the meaning of the provisions and limitations
of the constitution of the State of Indiana.
Section 7. Form of the Refunding Bonds. The form and tenor of the Refunding Bonds
shall be substantially as set forth in Exhibit A, attached hereto and incorporated herein as if set
forth at this place (with all blanks to be filled in properly and all necessary additions and deletions
to be made prior to delivery thereof).
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Section 8. Issuance, Sale and Delivery of the Refunding Bonds. The Fiscal Officer is
hereby authorized and directed to have the Refunding Bonds prepared, and the Mayor and the
Fiscal Officer are hereby authorized and directed to execute or to cause the execution of the
Refunding Bonds in the form and manner herein provided. The Fiscal Officer is hereby authorized
and directed to deliver the Refunding Bonds to the purchaser or purchasers thereof upon
compliance with the requirements established hereunder and under the Act for the sale thereof,
and to collect the full amount which the purchaser or respective purchasers have agreed to pay
therefor, which shall not be less than 99.0% of the par amount of the Refunding Bonds, plus
accrued interest thereon to the date of delivery. The Refunding Bonds, when fully paid for and
delivered to the purchaser or purchasers shall be the binding special revenue obligations of the
City, payable out of the revenues of the Sewage Works to be set aside and paid into the Sewage
Works Bond Sinking Fund as herein provided, and the proceeds derived from the sale of the
Refunding Bonds shall be and are hereby set aside for the application to the costs of refunding the
Refunded Bonds and the expenses necessarily incurred in connection therewith including the
expenses incurred in the issuance of the Refunding Bonds on account of the financing thereof. The
authorized officers of the City are hereby authorized and directed to draw all proper and necessary
warrants and to do whatever other acts and things that may be necessary or appropriate to carry
out the provisions of this Ordinance.
If the Refunding Bonds are sold by competitive bid, the Fiscal Officer shall cause to be
published either (i) a notice of such sale two (2) times, at least one (1) week apart, with the first
publication made at least fifteen (15) days before the date of such sale and the second publication
at least three (3) days before the date of the sale in accordance with Indiana Code 5-3-1-2 in one
(1) newspaper, as defined in and in accordance with Indiana Code 5-3-1-4 or (ii) a notice of intent
to sell bonds once each week for two (2) weeks in accordance with Indiana Code 5 -1-11-2 and
Indiana Code 5-3-1-4 and in a newspaper of general circulation published in the State capital, in
which case bids may not be received more than ninety (90) days after the first publication. Such
notice, or a summary thereof, may also be published in any other publications deemed appropriate
in the discretion of the Fiscal Officer. The bond sale notice shall state the time and place of sale,
the purpose for which the Refunding Bonds are being issued, the total amount and maturities
thereof, the maximum rate of interest thereon and any limitations as to the number of interest rates
and the setting of such rates, the terms and conditions upon which bids will be received and the
sale made, and such other information as the Fiscal Officer and the attorneys employed by the City
shall deem necessary or advisable. Such notice shall provide, among other things, that each bid
shall be accompanied by a certified or cashier’s check or wire transfer in the amount of one percent
of the par amount of the Refunding Bonds to guarantee performance on the part of the bidder, and
that in the event the successful bidder shall fail or refuse to accept delivery of and pay for the
Refunding Bonds as soon as the Refunding Bonds are ready for delivery, or at the time fixed in
the notice of sale, then such check and the proceeds thereof shall become the property of the City
and shall be considered as the City’s liquidated damages on account of such default.
All bids for the Refunding Bonds shall be sealed and shall be presented to the Fiscal Officer
or her designee at the physical or electronic address identified in the notice. Bidders for the
Refunding Bonds shall be required to name the rate or rates of interest which the Refunding Bonds
are to bear, not exceeding five percent (5.0%) per annum. Such interest rate or rates shall be in
multiples of one-eighth (1/8) or one-hundredth (1/100) of one percent. Bids specifying more than
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one interest rate shall also specify the amount and maturities of the Refunding Bonds bearing each
rate, and all Refunding Bonds maturing on the same date shall bear the same rate. The rate on any
maturity shall be equal to or greater than the rate on the immediately preceding maturity. The
Refunding Bonds shall be awarded by the Fiscal Officer to the best bidder who has submitted a
bid in accordance with the terms of this Ordinance and the notice of sale. The best bidder will be
the bidder who offers the lowest net interest cost to the City, to be determined by computing the
total interest on all of the Refunding Bonds from the date thereof to their respective maturities and
deducting therefrom the premium bid, if any. No bid for less than all of the Refunding Bonds,
plus accrued interest to the date of delivery, shall be considered. The City shall have the right to
reject any and all bids. In the event an acceptable bid is not received on the date fixed in the notice,
the Fiscal Officer shall be authorized to continue the sale from day to day for a period of not to
exceed thirty (30) days without readvertising. During the continuation of the sale, no bid shall be
accepted which offers an interest cost which is equal to or higher than the best bid received at the
time originally fixed for the sale of the Refunding Bonds in the bond sale notice.
As an alternative to competitive bid, the Fiscal Officer may negotiate the sale of said
Refunding Bonds at an interest rate or rates not exceeding five percent (5.0%) per annum. The
Mayor and the Fiscal Officer are hereby authorized to (i) execute a purchase agreement with the
purchaser, and (ii) sell such Refunding Bonds upon such terms as are acceptable to the Mayor and
the Fiscal Officer consistent with the terms of this Ordinance. The final form of the purchase
contract shall be determined by the Mayor and Fiscal Officer, upon advice of the City’s bond
counsel and Municipal Advisor and the Mayor and Fiscal Officer are hereby authorized and
directed to complete, execute and attest the same on behalf of the City so long as its provisions are
consistent with the Ordinance.
The Fiscal Officer is hereby authorized to appoint a financial institution to serve as escrow
trustee (the “Escrow Trustee”) for the Refunded Bonds in accordance with the terms of an Escrow
Agreement between the City and the Escrow Trustee (the “Escrow Agreement”). The Mayor and
the Fiscal Officer are hereby authorized and directed to complete, execute and attest the same on
behalf of the City so long as its provisions are consistent with this Ordinance and the purchase
contract.
The execution, by either the Mayor, Fiscal Officer, or the purchaser, of a subscription for
investments of proceeds of the Refunding Bonds to be held under the Escrow Agreement in a
manner consistent with this Ordinance is hereby approved.
Prior to the delivery of the Refunding Bonds, the Fiscal Officer (i) shall be authorized, but
not required, to investigate and to obtain insurance, surety bonds and/or credit ratings on the
Refunding Bonds and (ii) shall obtain a legal opinion as to the validity of the Refunding Bonds
from Barnes & Thornburg LLP, Indianapolis, Indiana, bond counsel for the City, and such opinion
shall be furnished to the purchasers of the Refunding Bonds at the expense of the City. The costs
of obtaining any such insurance, surety bonds and/or credit ratings, together with bond counsel’s
fee in preparing and delivering such opinion and in the performance of related services in
connection with the issuance, sale and delivery of the Refunding Bonds, shall be considered as a
part of the cost of issuance of the Refunding Bonds and shall be paid out of the proceeds of the
sale of the Refunding Bonds.
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Notwithstanding anything in this Ordinance to the contrary, upon the advice of the City’s
Municipal Advisor, the Refunding Bonds may be sold in conjunction with the 2020A Bonds
pursuant to a single sale process in accordance with any of the procedures described above. A
single bond sale notice and/or single purchase agreement, and a single official statement (as
described in Section 9 hereof) and continuing disclosure contract (as described in Section 10
hereof) may be prepared covering both the 2020A Bonds and the 2020 Refunding Bonds upon
such occurrence.
Section 9. Official Statement. If necessary, the Mayor and the Fiscal Officer each are
hereby authorized to deem final an official statement with respect to the Refunding Bonds, as of
its date, in accordance with the provisions of Rule 15c2-12 of the U.S. Securities and Exchange
Commission, as amended (the “SEC Rule”), subject to completion as permitted by the SEC Rule,
and the City further authorizes the distribution of the deemed final official statement, and the
execution, delivery and distribution of such document as further modified and amended with the
approval of the Mayor or the Fiscal Officer in the form of a final official statement.
Section 10. Continuing Disclosure. In order to assist any underwriter of the Refunding
Bonds in complying with paragraph (b)(5) of the SEC Rule by undertaking to make available
appropriate disclosure about the City and the Refunding Bonds to participants in the municipal
securities market, the City hereby covenants, agrees and undertakes, in accordance with the SEC
Rule, unless excluded from the applicability of the SEC Rule or otherwise exempted from the
provisions of paragraph (b)(5) of the SEC Rule, that it will comply with and carry out all of the
provisions of the continuing disclosure contract. “Continuing disclosure contract” shall mean that
certain continuing disclosure contract executed by the City and dated the date of issuance of the
Refunding Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof. The execution and delivery by the City of the continuing disclosure
contract, and the performance by the City of its obligations thereunder by or through any employee
or agent of the City, are hereby approved, and the City shall comply with and carry out the terms
thereof.
Section 11. Refunding of the Refunded Bonds and Costs of Issuance. Concurrently
with the delivery of the Refunding Bonds, the Fiscal Officer may acquire, with the proceeds of the
Refunding Bonds and cash on hand, investments as permitted under the Prior Ordinances (the
“Obligations”) to be used, together with certain cash from the proceeds of the Refunding Bonds
and cash on hand, if any, as set forth in the Escrow Agreement, to refund and legally defease the
Refunded Bonds all as set forth in the Escrow Agreement. In order to refund the Refunded Bonds,
the Fiscal Officer shall deposit the Obligations and certain cash, if any, with the Escrow Trustee
under the Escrow Agreement in an amount sufficient to provide moneys for the payment of the
principal of and interest and redemption premium, if any, on the Refunded Bonds until the earliest
date upon which the Refunded Bonds may be called for redemption.
If required for the legal defeasance of the Refunded Bonds, the Fiscal Officer shall obtain
a verification of an accountant as to the sufficiency of the funds deposited in the Trust Account
under the Escrow Agreement to accomplish said refunding and legal defeasance of the Refunded
Bonds.
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Costs of issuance of the Refunding Bonds not otherwise paid shall be paid from the
remaining proceeds by the Fiscal Officer. When all the costs of issuance of the Refunding Bonds
have been paid, the Fiscal Officer shall then transfer any amount then remaining from the proceeds
of the Refunding Bonds to the Sewage Works Sinking Fund herein created.
Section 12. Disposition of Proceeds of the Refunding Bonds. The proceeds from the sale
of the Refunding Bonds shall be deposited in a bank or banks which are legally designated
depositories for the funds of the City, in a special account or accounts. All funds deposited to the
credit of the Sewage Works Sinking Fund 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, applicable provisions of Indiana Code 5-13. Any
interest or income derived from any such investments shall become a part of the monies in the
fund or account so invested.
Each of the funds and accounts of the Sewage Works 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, applicable provisions of Indiana
Code 5-13, Indiana Code 4-4-11 and the acts amendatory thereof and supplemental thereto. Any
interest or income derived from any such investments shall become a part of the moneys in the
fund or account so invested.
Upon issuance of the Refunding Bonds, moneys held and on deposit in the existing funds
and accounts established under the Prior Ordinances shall remain on deposit therein.
Section 13. Segregation and Application of Revenues, Sewage Works Revenue Fund and
Sewage Works Operation and Maintenance Fund. There is hereby continued a fund of the utility
designated as the Revenue Fund (the “Revenue Fund”), into which there shall be deposited upon
receipt all revenues (including any System Development Charges that are not considered Net
Revenues) of the works for application as set forth below. Nothing in this Ordinance shall require
the City to keep such revenues in such a fund so long as the City is able to account for all such
revenue and have it available for the funds of the Funds and Accounts of the works as set forth
below on a regular, consistently applied monthly cycle. The orderly allocation of revenues of the
works may be processed on a combined billing basis with other utilities of the City, provided that
the cycle is complete by the end of the month next following the receipt of any payment made in
respect of the works. Other than as provided by Section 15 herein, no moneys derived from the
revenues of the sewage works shall be transferred to the general fund of the City or be used for
any purpose not connected with the sewage works.
There is hereby continued an operating fund of the utility designated as the Operation and
Maintenance Fund (the “Operation and Maintenance Fund”). There shall be transferred from the
Revenue Fund and credited to the Operation and Maintenance Fund, on the last day of each
calendar month, a sufficient amount to meet the expenses of operation, repair and maintenance for
the then next succeeding two calendar months; provided however, that the amount credited to the
Operation and Maintenance Fund may only exceed the estimated expenses of the operation, repair
and maintenance for the then next succeeding two calendar months after meeting the requirements
of the Sinking Fund. The moneys credited to this Fund shall be used for the payment of the
reasonable and proper operation, repair and maintenance expenses of the works on a day-to-day
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basis, but none of the moneys in the Operation and Maintenance Fund shall be used for
depreciation, replacements, improvements, extensions or additions and after such time as no Prior
Bonds other than the 2020 Bonds and the 2020A Bonds remain outstanding, none of the moneys
in the Operation and Maintenance Fund shall be used for transfers for payment in lieu of property
taxes. Any balance in Operation and Maintenance Fund in excess of the expected expenses of
operation, repair and maintenance for the next succeeding month may be transferred to the Sinking
Fund if necessary to prevent a default in the payment of principal of or interest on the outstanding
bonds of the works
Section 14. Sewage Works Bond Sinking Fund. A special fund designated “Sewage
Works Bond Sinking Fund” was previously established and continued hereby and constituted as
the sinking fund, as required by the Act, for the payment of the Refunding Bonds and any bonds
which by their terms are payable from the Net Revenues, and the payment of any fiscal agency
charges in connection with the payment of the principal of or interest on such bonds. All deposits
into the Sinking Fund shall be tracked, allocated and applied either as part of a Principal and
Interest Amount or Debt Service Reserve Amount, each of which is pledged and to be applied for
the purposes set forth below. The Principal and Interest Amount and the Debt Service Reserve
Amount need not be separated into different accounts, but may be held as separate accounts if such
is from time to time determined by the utility to be convenient to track, allocate and apply monies
held in the Sinking Fund as part of the Principal and Interest Amount and Debt Service Res erve
Amount as set forth below.
(a) Principal and Interest Amount. There shall be transferred on the last day of each
calendar month, from the Revenue Fund and credited to the Sinking Fund, which shall be part of
the Principal and Interest Amount, an amount equal to the sum of at least (i) one-twelfth (1/12) of
the principal and at least one-sixth (1/6) of the interest on all the then outstanding bonds payable
from the Net Revenues on the next succeeding principal and interest payment dates (except in the
instance of the first principal and interest payment dates next succeeding the issuance of the
Refunding Bonds, an appropriately greater percentage as would result in such equal monthly
transfers equaling the required payments), until the amount available therein shall equal the
principal payable during the next succeeding twelve (12) calendar months and the interest payable
during the next six (6) calendar months. There shall similarly be credited to the account any
amount necessary to pay when due the bank fiscal agency charges for paying principal of and
interest on the bonds as the same become payable. The City shall, from the sums deposited in the
Sinking Fund and held as part of the Principal and Interest Amount, remit promptly to the
registered owner or to the bank fiscal agency sufficient moneys to pay the principal and interest
on the due dates thereof together with the amount of bank fiscal agency charges.
(b) Debt Service Reserve Amount. There shall be transferred, on the last day of each
calendar month following the issuance of the Refunding Bonds, after making any required transfer
to the Sinking Fund held as part of the Principal and Interest Amount, from the Revenue Fund and
credited to the Sinking Fund, which shall be part of the Debt Service Reserve Amount, an amount
to constitute an appropriate reserve to facilitate the marketing of the Refunding Bonds, which
monthly deposits shall be in an amount sufficient to build the balance in the Sinking Fund
constituting part of the Debt Service Reserve Amount (after consideration of any transfers made
pursuant to the next following sentence) to an amount equal to such required reserve within no
more than five (5) years on a level monthly basis (after accounting for earnings thereon), which
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reserve amount shall not exceed the hereinafter Reserve Requirement. The Fiscal Officer, with
the advice of the City's Municipal Advisor, may transfer an amount of the funds of the utility now
on hand, or apply proceeds of the Refunding Bonds, in full or partial satisfaction of the Reserve
Requirement. After the issuance of the Refunding Bonds, the City shall maintain the balance in
the Sinking Fund constituting part of the Debt Service Reserve Amount in an amount equal to the
Reserve Requirement, subject to the provisions of this Ordinance or any ordinance authorizing and
any hereafter issued bonds ranking on a parity therewith, which allows the Reserve Requirement
to be accumulated over time. For these purposes, “Reserve Requirement” means the least of ten
percent (10%) of the proceeds of the Refunding Bonds and any bonds ranking on a parity therewith
(including the outstanding Prior Bonds), the maximum annual debt service on the Refunding
Bonds and any such parity bonds (including the outstanding Prior Bonds), or 125% of the average
annual debt service on the Refunding Bonds and any parity bonds (including the outstanding Prior
Bonds); provided, however, if any of the outstanding bonds payable from Net Revenues on a parity
with the Refunding Bonds are held by the Indiana Finance Authority (“the Authority”) as part of
its SRF Program, the Reserve Requirement shall mean the maximum annual debt service on the
Refunding Bonds and any parity bonds (including the outstanding Prior Bonds) if required by the
Authority.
All money designated as part of the Debt Service Reserve Amount shall be used and
reallocated to the Principal and Interest Amount, in the event of and to the extent of any deficiency
in the Sinking Fund constituting part of the Principal and Interest Amount with respect to the
payments then due on the Refunding Bonds and any parity bonds (including the Prior Bonds), or
to make the final payments on such bonds when the Sinking Fund constituting part of the Debt
Service Reserve Amount, together with other funds available for such purpose, is sufficient to
make all remaining payments thereon to final maturity. Any amount designated as the Debt Service
Reserve Amount in excess of the Reserve Requirement shall be withdrawn from time to time, and
at least as frequently as annually, to the Principal and Interest Amount. Any deficiency in the
balance required to be held in the Sinking Fund constituting part of the Debt Service Reserve
Amount shall be promptly made up from the next available Net Revenues after credits to the
Sinking Fund constituting part of the Principal and Interest Amount.
Notwithstanding the foregoing, the Fiscal Officer, with the advice of the City's municipal
advisor and bond counsel, may enable the City to satisfy all or any part of its obligation to maintain
the Sinking Fund constituting part of the Debt Service Reserve Amount equal to the Reserve
Requirement by depositing a Reserve Fund Credit Facility in the Sinking Fund and allocating it as
part of the Debt Service Reserve Amount. A “Reserve Fund Credit Facility” is hereby defined as
a letter of credit, liquidity facility, insurance policy or comparable instrument furnished by a bank,
insurance company, financial institution or other entity pursuant to a reimbursement agreement or
similar instrument between such entity and the City, for the purpose of satisfying in whole or in
part the City's obligation to maintain the Reserve Requirement, provided that the Reserve Fund
Credit Facility must be issued by a provider that is rated in one of the two highest rating categories
by Standard & Poor’s Corporation and Moody’s Investors Service at the time of the issuance of
such Reserve Fund Credit Facility.
In the event the Debt Service Reserve Amount applicable to any series of Refunding Bonds
or any bonds ranking on a parity therewith (including the outstanding Prior Bonds) is met by a
Reserve Fund Credit Facility and such facility is not available to pay the principal of and interest
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on all such outstanding bonds payable from Net Revenues, then (i) the bonds so secured by such
a Reserve Fund Credit Facility shall only be secured by (and payable from) such allocable portion
of the Debt Service Reserve Amount attributable to such bonds as if such Reserve Fund Credit
Facility were held in a separate account from the portion of the Debt Service Reserve Amount
applicable to the remainder of the bonds, (ii) any required deposits (including as a result of any
deficiency in the balance required to be held) in the Sinking Fund constituting part of the Debt
Service Reserve Amount shall be allocated to such separate reserves on a pro rata, party basis to
meet such allocable portion of the Debt Service Reserve Amount attributable to such bonds, and
(iii) any cash allocated to a separate reserve shall be applied to pay the principal of and interest on
the outstanding bonds secured by it before a draw is made to make such a payment from a Reserve
Fund Credit Facility that is also held in the same reserve.
Section 15. Improvement Fund. After meeting the requirements of the Operation and
Maintenance Fund and the Sinking Fund, any excess revenues may be transferred from the
Revenue Fund and credited to the special utility fund, to be expended in making good depreciation
in the works and new construction, hereby continued and designated as the “Improvement Fund”
(the “Improvement Fund”). Said Fund shall be used for (a) replacements, improvements,
extensions and additions to the works and (b) any other lawful purpose (including without
limitation and subject to applicable law, payments in lieu of property taxes to the City) provided
that if any of the Prior Bonds are owned by the Authority as part of the SRF Program, unless
otherwise approved by the prior written consent of the Authority, such uses and transfers pursuant
to clause (b) (including payments in lieu of taxes and any transfers to the General Fund of the City)
shall be made only (i) no more frequently than semiannually on May 2 and November 2, and (ii)
if all monthly deposits required by this Ordinance are current and held as of such dates in the
Operation and Maintenance Fund and 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 the then outstanding bonds of the works, or may be transferred to the Operation
and Maintenance Fund to meet unforeseen contingencies in the operation, repair and maintenance
of the works.
Section 16. Investment of Funds. The funds and accounts described herein shall be
accounted for separate and apart from each other and from all other funds and accounts of the City.
All moneys deposited in the funds and 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 obligations in accordance with the applicable laws, including
particularly Indiana Code, Title 5, Article 13, as amended or supplemented, Indiana Code 5-1.2-1
through Indiana Code 5-1.2-4 and Indiana Code 5-1.2-10, 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.
The Fiscal Officer is hereby authorized pursuant to Indiana Code 5-1-14-3 to invest moneys
pursuant to the provisions of this Ordinance (subject to applicable requirements of federal law to
ensure such yield is then current market rate) to the extent necessary or advisable to preserve the
exclusion from gross income of interest on the Prior Bonds under federal law.
The Fiscal Officer shall keep full and accurate records of investment earnings and income
from moneys held in the funds and accounts created or referenced herein. In order to comply with
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the provisions of this Ordinance, the Fiscal Officer is hereby authorized and directed to employ
consultants or attorneys from time to time to advise the City as to requirements of federal law to
preserve the tax exclusion. The Fiscal Officer may pay any fees as operation expenses of the utility.
Section 17. 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 utility and
all disbursements made therefrom and all transactions relating to the utility. The City shall
maintain on file the audited financial statements of the utility prepared by the State Board of
Accounts. There shall be furnished, upon written request, to any owner of the Refunding Bonds
the most recent copy of the audited financial statements of the utility prepared by the State Board
of Accounts. Copies of all such statements and reports shall be kept on file in the office of the
Fiscal Officer.
Section 18. Rate Covenant. The City covenants and agrees that, by ordinance of the
Council, it will establish and maintain just and equitable rates and charges for the use of and the
service rendered by the 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 works by or through any part of the utility, or that
in any way uses or is served by such works; that such rates or charges s hall be sufficient in each
year for the payment of the proper and reasonable expenses of operation, repair and maintenance
of the works, and for the payment of the sums required to be paid into the Sinking Fund by the Act
and this Ordinance. Such rates or 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,
repair and maintenance of the works and the requirements of the Sinking Fund. The rates or
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. Defeasance of the Refunding Bonds. If, when the Refunding 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 Refunding Bonds or a portion
thereof for redemption shall have been given, and the whole amount of the principal, premium, if
any, and the interest so due and payable upon such Refunding Bonds or any portion thereof then
outstanding shall be paid, or (i) sufficient moneys or (ii) direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by the United States of America,
the principal of and the interest on which when due will provide sufficient moneys for such
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 Refunding Bonds issued hereunder
or any designated portion thereof shall no longer be deemed outstanding or entitled to the pledge
of the Net Revenues of the works.
Section 20. Additional Bonds. The City reserves the right to authorize and issue additional
bonds payable out of the Net Revenues ranking on a parity with the Refunding Bonds for the
purpose of financing the cost of future additions, extensions and improvements to the works, or to
provide for a complete or partial refunding of obligations, subject to the following conditions
precedent:
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(a) The interest on and principal of all bonds payable from the Net
Revenues shall have been paid to date in accordance with the terms thereof,
provided, this condition shall be satisfied if any required amount is to be provided
from the proceeds of such additional bonds or other funds.
(b) The balance in Sinking Fund constituting part of the Debt Service
Reserve Amount shall be equal to the amount required herein, provided, this
condition shall be satisfied if any required amount is to be provided from the
proceeds of such additional bonds or other funds either (i) at the time of their
issuance or (ii) by monthly deposits in an amount sufficient to build the balance in
the Sinking Fund constituting part of the Debt Service Reserve Amount to an
amount equal to the Reserve Requirement with no more than five (5) years after the
additional bonds are issued, on a level monthly basis (after accounting for earnings
thereon).
(c) The Net Revenues in the fiscal year immediately preceding the
issuance of any such bonds ranking on a parity with the Refunding Bonds
(provided, within the 90 day period following the end of such preceding fiscal year,
if such year’s account records are not final as of the sale date of the additional
bonds, the fiscal year preceding such year may be used in lieu of the immediately
preceding year) shall be not less than one hundred twenty five percent (125%) of
the annual principal and interest requirements of the then outstanding parity bonds
(including the Refunding Bonds) and the additional parity bonds proposed to be
issued for each respective year during the term of such outstanding parity bonds
and the proposed additional bonds; or, prior to the issuance of the additional bonds,
the rates and charges shall be increased sufficiently so that said increased rates and
charges applied to the previous fiscal year's operations (provided, within the 90 day
period following the end of such preceding fiscal year, if such year’s account
records are not final as of the sale date of the additional bonds, the fiscal year
preceding such year may be used in lieu of the immediately preceding year) would
have produced Net Revenues for said year equal to not less than one hundred twenty
five percent (125%) of the annual principal and interest requirements of the then
outstanding parity bonds for each respective year during the term of such
outstanding parity bonds and the proposed additional bonds. For purposes of this
subsection, the records of the works shall be analyzed and all showings shall be
prepared by a certified public accountant employed by the City for that purpose.
(d) The principal of said additional parity bonds shall be payable on
May 1 and the interest shall be payable on May 1 and November 1 during the
periods such principal and interest are payable.
Section 21. Additional Covenants of the City. For the purpose of further safeguarding the
interests of the owners of the Refunding Bonds, it is specifically provided as follows:
(a) The City shall at all times maintain the works in good condition, and operate
the same in an efficient manner and at a reasonable cost.
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(b) The City shall maintain insurance on the insurable parts of the
works, of a kind and in an amount such as would normally be carried by private
entities engaged in a similar type of business. All insurance shall be placed with
responsible insurance companies qualified to do business under the laws of the
State of Indiana. Insurance proceeds shall be used in replacing or repairing the
property destroyed or damaged, or if not used for that purpose, shall be treated and
applied as Revenues of the Sinking Fund.
(c) So long as any of the Refunding Bonds are outstanding, the City
shall not mortgage, pledge or otherwise encumber the works, or any part thereof,
and shall not 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.
(d) Except as otherwise specifically provided in Section 20 of this
Ordinance, so long as any of the Refunding Bonds are outstanding, no additional
bonds or other obligations pledging any portion of the revenues of the works shall
be issued by the City, except such as shall be made junior and subordinate in all
respects to the Refunding Bonds, unless all of the Refunding Bonds are defeased,
redeemed or retired coincidentally with the delivery of such additional bonds or
other obligations.
(e) The City shall take all action or proceedings necessary and proper
to require connection of all property where liquid and solid waste, sewage, night
soil, or industrial waste is produced with available sanitary sewer. The City shall,
insofar as possible, cause all such sanitary sewers to be connected with the utility
or otherwise cause an equivalent availability charged to be enforced against such
property. Notwithstanding the foregoing to the contrary, the City shall not be
required to enforce this subsection (e) so long as sufficient payments into the
Sinking Fund shall have been made to meet the monthly transfer requirements of
Section 14, and the interest on and principal of all bonds payable from the revenues
of the works shall have been paid to date in accordance with the terms thereof.
(f) The provisions of this Ordinance shall constitute a contract by and
between the City and the owners of the Refunding Bonds, all the terms of which
shall be enforceable by any such owner by any and all appropriate proceedings in
law or in equity. After the issuance of the Refunding Bonds and so long as any of
the principal thereof or interest or premium, if any, thereon remains unpaid, except
as expressly provided herein, this Ordinance shall not be repealed or amended in
any respect which will adversely affect the rights of such owners, nor shall the
Council or any other body of the City adopt any law, ordinance or resolution which
in any way adversely affects the rights of such owners. Except in the case of
changes described in Section 23(a) through (f) hereof, this Ordinance may be
amended, however, without the consent of bond owners, if the Council determines,
in its sole discretion, that such amendment would not adversely affect the owners
of the Refunding Bonds.
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(g) The provisions of this Ordinance shall be construed to create a trust
in the proceeds of the sale of the Refunding Bonds for the uses and purposes herein
set forth, and the owners of the Refunding Bonds shall retain a lien on such proceeds
until the same are applied in accordance with the provisions of this Ordinance and
the 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 set forth in this Ordinance. The owners of the
Refunding Bonds shall have all the rights, remedies and privileges set forth in the
Act, including the right to have a receiver appointed to administer the utility 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 utility and to
apply properly the revenues derived from the operation thereof, or if there be a
default in the payment of the interest on or principal of the Refunding Bonds.
(h) None of the provisions of this Ordinance shall be construed as requiring the
expenditure of any funds of the City derived from any sources other than the proceeds of
the Refunding Bonds and the operation of the utility
Section 22. Tax Covenants. The City will not take, or cause or permit to be taken by it or
by any party under its control, or fail to take or cause or permit to fail to be taken by it or by any
party under its control, any action with respect to the Refunding Bonds that would result in the
loss of the exclusion from gross income for federal income tax purposes of interest on the Prior
Bonds pursuant to Section 103 of the Code.
Section 23. Amendments with Consent of Bondholders. Subject to the terms and
provisions contained in this section and Sections 21 and 24, the owners of not less than sixty-six
and two-thirds percent (66 2/3%) in aggregate principal amount of the Refunding Bonds then
outstanding shall have the right, from time to time, to consent to and approve the adoption by the
Council of such ordinance or ordinances supplemental hereto, as shall be deemed necessary or
desirable by the City for the purpose of amending in any particular any of the terms or provisions
contained in this Ordinance, or in any supplemental Ordinance provided however that nothing
herein contained shall permit or be construed as permitting:
(a) An extension of the maturity of the principal of or interest or
premium, if any, on, or any mandatory sinking fund redemption date for, or an
advancement of the earliest redemption date on, any Refunding Bond, without the
consent of the holder of each Refunding Bond so affected; or
(b) A reduction in the principal amount of any Refunding Bond or the
redemption premium or the rate of interest thereon, or a change in the monetary
medium in which such amounts are payable, without the consent of the holder of
each Refunding Bond so affected; or
(c) The creation of a lien upon or a pledge of the Net Revenues ranking
prior to the pledge thereof created by this Ordinance, without the consent of the
holders of all Refunding Bonds then outstanding; or
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(d) A preference or priority of any Refunding Bond over any other
Refunding Bond, without the consent of the holders of all Refunding Bonds then
outstanding; or
(e) A reduction in the aggregate principal amount of the Refunding
Bonds required for consent to such supplemental ordinance, without the consent of
the holders of all Refunding Bonds then outstanding; or
(f) A reduction in the Reserve Requirement.
If the City shall desire to obtain any such consent, it shall cause the Registrar to mail a
notice, postage prepaid, to the addresses appearing on the Registration Record. Such notice shall
briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy
thereof is on file at the office of the Registrar for inspection by all owners of the Refunding Bonds.
The Registrar shall not, however, be subject to any liability to any owners of the Refunding Bonds
by reason of its failure to mail such notice, and any such failure shall not affect the validity of such
supplemental ordinance when consented to and approved as herein provided.
Whenever at any time within one year after the date of the mailing of such notice, the City
shall receive any instrument or instruments purporting to be executed by the owners of the
Refunding Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate
principal amount of the Refunding Bonds then outstanding, which instrument or instruments shall
refer to the proposed supplemental ordinance described in such notice, and shall specifically
consent to and approve the adoption thereof in substantially the form of the copy thereof referred
to in such notice as on file with the Registrar, thereupon, but not otherwise, the City may adopt
such supplemental ordinance in substantially such form, without liability or responsibility to any
owners of the Refunding Bonds, whether or not such owners shall have consented thereto.
No owner of any Refunding Bonds shall have any right to object to the adoption of such
supplemental ordinance or to 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 Council 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 the Refunding Bonds then outstanding shall thereafter be determined, exercised and
enforced in accordance with this Ordinance, subject in all respects to such modifications and
amendments.
Notwithstanding anything contained in the foregoing provisions of this Ordinance, the
rights and obligations of the City and of the owners of the Refunding Bonds, and the terms and
provisions of the Refunding Bonds and this Ordinance, or any supplemental ordinance, may be
modified or amended in any respect with the consent of the City and the consent of the owners of
all the Refunding Bonds then outstanding.
Section 24 Amendments with Consent of Bondholders. The Council may, from time
to time and at any time, and without notice to or consent of the owners of the Refunding Bonds,
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adopt such ordinances supplemental hereto as shall not be inconsistent with the terms and
provisions hereof (which supplemental ordinances shall thereafter form a part hereof):
(a) To cure any ambiguity or formal defect or omission in this Ordinance or in
any supplemental ordinance;
(b) To grant to or confer upon the owners of the Refunding Bonds any
additional rights, remedies, powers, authority or security that may lawfully be granted to or
conferred upon the owners of the Refunding Bonds;
(c) To procure a rating on the Refunding Bonds from a nationally recognized
securities rating agency designated in such supplemental ordinance, if such supplemental
ordinance will not adversely affect the owners of the Refunding Bonds;
(d) To obtain or maintain bond insurance with respect to the Refunding Bonds;
(e) To provide for the refunding or advance refunding of the Refunding Bonds;
(f) To provide for the issuance of additional bonds as provided in Section 20
hereof; or
(g) To make any other change which, in the determination of the Council in its
sole discretion, does not in any way adversely affect the rights of such owners of the Refunding
Bonds.
Section 25. Additional Authority. (a) The Mayor and Fiscal Officer, and either of them,
is hereby authorized and directed to do and perform all acts and execute in the name of the City
all such instruments, documents, papers or certificates which are necessary, desirable or
appropriate to carry out the transactions contemplated by this Ordinance in such forms as the
Executive or Fiscal Officer executing the same shall deem proper, to be conclusively evidenced
by the execution thereof. Any provision of this Ordinance authorizing the Executive or Fiscal
Officer to act shall mean either of them, individually rather than collectively, is so authorized and
any action taken and agreement or undertaking executed in the name of the City by them in further
of the same shall be deemed a proper use of such authority and will be conclusively evidenced by
their execution of any agreement or undertaking, or by their taking of any such authorized action.
(b) In the event the Mayor and Fiscal Officer with the advice of the municipal advisor
to the City certifies to the City that it would be economically advantageous for the City to obtain
a municipal bond insurance policy for any of the Refunding Bonds issued hereunder, the City
hereby authorizes the purchase of 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 Refunding Bonds if issued without
municipal bond insurance and (b) the total debt service on the Refunding Bonds if issued with
municipal bond insurance, is greater than the cost of the premium on the municipal bond insurance
policy. The City also authorizes the purchase of a debt service reserve surety bond based upon the
advice of the City's municipal advisor for the Refunding Bonds. If such an insurance policy or
surety bond is purchased, the Mayor or Fiscal Officer are hereby authorized to execute and deliver
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all agreements with the provider of the policy or surety bond, as the case may be, to the extent
necessary to comply with the terms of such insurance policy, surety bond and the commitments to
issue such policy or surety bond, as the case may be.
Section 26. Rate Ordinance. The estimates of the rates and charges of the utility are set
forth in Ordinance S-74-18, Version A (the “Rate Ordinance”), which Rate Ordinance is
incorporated herein by reference.
Section 27. Non-Business Days. If the date of making any payment or the last date for
performance of any act or the exercising of any right, as provided in this Ordinance, shall be a
legal holiday or a day on which banking institutions in the City or the jurisdiction in which the
Registrar or Paying Agent is located are typically closed, such payment may be made or act
performed or right exercised on the next succeeding day not a legal holiday or a day on which such
banking institutions are typically closed, with the same force and effect as if done on the nominal
date provided in this Ordinance, and no interest shall accrue for the period after such nominal date.
Section 28. Construction with Other Ordinances. The Council hereby finds and determines
that the adoption of this Ordinance and the issuance of the Refunding Bonds is in compliance with
the Prior Bond Ordinances. The Prior Bond Ordinances shall remain in full force and effect, except
as modified herein. The Council determines that to the extent this Ordinance modifies or amends
the Prior Bond Ordinances, there is no adverse effect to the holders of the Prior Bonds. All
ordinances and resolutions and parts thereof in conflict, are to the extent of such conflict hereby
repealed. None of the provisions of this Ordinance shall be construed to adversely affect the rights
of the owners of the Prior Bonds.
Section 29. Captions. The captions in this Ordinance are inserted only as a matter of
convenience and reference, and such captions are not intended and shall not be construed to define,
limit, establish, interpret or describe the scope, intent or effect of any provision of this Ordinance.
Section 30. Interpretation. Unless the context or laws clearly require otherwise,
references herein to statutes or other laws include the same as modified, supplemented or
superseded from time to time. 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 31. Effective Date. This Ordinance shall be in full force and effect from and after
its passage and approval by the Mayor.
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PASSED by the Common Council of the City of Carmel, Indiana this ___ day of
______________, 2020, by a vote of ______ ayes and ______ nays.
COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA
___________________________________
Laura D. Campbell, President Sue Finkam, Vice-President
___________________________________ ____________________________________
H. Bruce Kimball Kevin D. Rider
___________________________________ ____________________________________
Anthony Green Jeff Worrell
___________________________________ ___________________________________
Tim Hannon Miles Nelson
___________________________________
Adam Aasen
ATTEST:
__________________________________
Sue Wolfgang, Clerk
Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of
_________________________ 2020, at _______ __.M.
____________________________________
Sue Wolfgang, Clerk
Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of
________________________ 2020, at _______ __.M.
____________________________________
James Brainard, Mayor
ATTEST:
___________________________________
Sue Wolfgang, Clerk
Prepared by: Bruce D. Donaldson
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, IN 46204
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November
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5th
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Not Present
5th
11:00November
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EXHIBIT A
R-__
[FORM OF REGISTERED BOND]
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF HAMILTON
CITY OF CARMEL, INDIANA
SEWAGE WORKS REFUNDING REVENUE BOND OF 2020
Interest Maturity Original Date of
Rate Date Date Authentication CUSIP
Registered Owner:
Principal Amount:
The City of Carmel, in Hamilton County, State of Indiana, (the “City”) for value received,
hereby promises to pay to the Registered Owner specified above, or registered assigns, upon
surrender hereof, solely out of the special revenue fund hereinafter referred to, the Principal
Amount stated above as evidenced by the records of the registered owner making payments for
this bond, or its assigns, on the Maturity Date specified above (unless this bond be subject to and
be called for redemption prior to maturity as hereinafter provided), and to pay interest thereon until
the Principal Amount is paid upon redemption or at maturity, at the Interest Rate per annum
specified above and from the interest payment date to which interest has been paid or duly provided
for next preceding the Date of Authentication of this bond as shown above (unless this bond is
authenticated after the fifteenth day of the month preceding the interest payment date (the “Record
Date”) and on or before the next such interest payment date, in which case it shall bear interest
from such interest payment date or unless this bond is authenticated on or before ________ 15,
20___, in which case it shall bear interest from the Original Date specified above), with such
interest payable semiannually on May 1 and November 1 of each year, commencing __________
1, 20___. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day
months.
The principal of and premium, if any, on this Refunding Bond are payable upon the
surrender thereof at the principal office of _________________ (the “Registrar” or the “Paying
Agent”) in the ___________, ____________. All payments of interest on this Refunding Bond
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shall be paid by check mailed one business day prior to the interest payment date to the Registered
Owner as of the Record Date at the address as it appears on the registrations books kept by the
Registrar. Each Registered Owner of $1,000,000 or more in principal amount of the Refunding
Bonds shall be entitled to receive interest payments by wire transfer by providing written wire
instructions to the Paying Agent before the Record Date for any payment. All payments of
principal of, and premium, if any, on the Refunding Bonds (as hereinafter defined) 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, or in the case of a Registered Owner
of $1,000,000 or more in principal amount of th e Refunding Bonds, by wire transfer on the due
date upon written direction of such owner provided at least fifteen (15) days prior to the maturity
date or redemption date.
THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST
HEREON EXCEPT FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND
NEITHER THIS BOND NOR THE ISSUE OF WHICH IT IS A PART SHALL IN ANY
RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS OF THE CITY WITHIN THE
PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF
INDIANA.
This bond is one of an authorized series of bonds of like date, tenor and effect, except as
to denomination, numbering, rates of interest, redemption terms and dates of maturity, aggregating
______________________________________ Dollars ($_________), numbered and lettered
consecutively from R-1 upward (the “Refunding Bonds”), issued for the purpose of providing
funds to the current refunding of the Refunded Bonds (as defined in the Ordinance) and to pay the
costs of issuance of the Refunding Bonds. This Refunding Bond is issued pursuant to an ordinance
adopted by the Common Council of the City on the ____day of _____, 2020, entitled “An
Ordinance authorizing the refunding of prior sewage works revenue bonds of the City of Carmel,
Indiana, authorizing the issuance of the City of Carmel, Indiana Sewage Works Refunding
Revenue Bonds of 2020 to provide funds for the payment of the costs thereof, and addressing other
matters connected therewith” (the “Ordinance”), and in accordance with the provisions of Indiana
law, including, without limitation, Indiana Code 36-9-23 and IC 5-1-5, as amended (the “Act”).
Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on
this Refunding Bond, any outstanding Prior Bonds (as defined in the Ordinance), and any bonds
hereafter issued on a parity therewith are payable solely from the Sewage Works Bond Sinking
Fund (the “Sinking Fund”) maintained under the Ordinance to be funded from the Net Revenues
(defined as the gross revenues of the works after deduction only for the payment of the reasonable
expenses of operation, repair and maintenance, and after such time as no Prior Bonds (as defined
herein) other than the 2020 Bonds and the 2020A Bonds (each as defined herein) remain
outstanding, defined as gross revenues, inclusive of System Development Charges (as defined in
the Ordinance) of the works after deduction only for the payment of the reasonable expenses of
operation, repair and maintenance excluding transfers for payment in lieu of taxes) of the works,
including all additions and improvements thereto and replacements thereof subsequently
constructed or acquired on a basis that is on a parity with the Prior Bonds.
The City irrevocably pledges the entire Net Revenues of the Sewage Works to the prompt
payment of the principal of and interest on the Refunding Bonds, on a parity with the payment of
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the principal of and interest on the City of Carmel, Indiana Sewage Works Revenue Bonds of 2005
(the “2005 Bonds”), the City of Carmel, Indiana Sewage Works Revenue bonds of 2009 (the “2009
Bonds”), the City of Carmel, Indiana Sewage Works Revenue Bonds of 2020 (the “2020 Bonds”)
and the City of Carmel, Indiana Sewage Works Refunding Revenue Bonds, Series 2020A (the
“2020A Bonds”)(the 2005 Bonds, the 2009 Bonds, the 2020 Bonds, and the 2020A Bonds,
collectively, the “Prior Bonds”) as authorized by the Prior Ordinances (as defined in the
Ordinance) and any hereafter issued bonds ranking on a parity therewith, to the extent necessary
for such purposes, and covenants that it will cause to be fixed, maintained and collected such rates
and charges for services rendered by the Sewage Works as are sufficient in each year for the
payment of the proper and reasonable expenses of operation and maintenance 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 shall 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.
The City covenants that for so long as the Bonds and any hereafter issued bonds ranking
on a parity therewith remain outstanding it will set aside and pay into the Sinking Fund a sufficient
amount of the Net Revenues for the payment of (a) the principal of and interest on all bonds which
by their terms are payable from the Net Revenues, as such principal and interest shall fall due, (b)
the necessary fiscal agency charges for paying bonds and (c) an additional amount as a margin of
safety to accumulate and maintain the reserve required by the Ordinance. Such required payments
of the Bonds and any hereafter issued bonds ranking on a parity therewith, shall constitute a first
charge upon all the Net Revenues. Reference is made to the Ordinance for a more complete
statement of the revenues from which and conditions under which this bond is payable, a statement
of the conditions on which obligations may hereafter be issued on parity with this bond, the manner
in which the Ordinance may be amended and the general covenants and provisions pursuant to
which this bond has been issued.
[Insert optional redemption terms, if applicable].
[The bonds maturing on _________ 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:
Date Amount
*
*Final Maturity]
[Each Five Thousand Dollars ($5,000) principal amount shall be considered a separate
bond for purposes of 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.]
Notice of such redemption shall be mailed to the address of the registered owners of the
Refunding Bonds to be redeemed as shown on the registration records of the City, as of the date
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which is forty-five (45) days prior to such redemption date, not less than thirty (30) and not more
than sixty (60) days prior to the date fixed for redemption, unless the notice is waived by the
registered owner of the Refunding Bonds to be redeemed. The notice shall specify the date and
place of redemption and sufficient identification of the Refunding Bonds called for redemption.
The place of redemption may be determined by the City. Interest on the Refunding Bonds called
for redemption shall cease on the redemption date fixed in such notice if sufficient funds are
available at the place of redemption to pay the redemption price on the date so named, and
thereafter, such bonds shall no longer be protected by the Ordinance and shall not be deemed to
be outstanding thereunder.
If this bond shall not be presented for payment or redemption on the date fixed therefor,
the City may deposit in trust with the Paying Agent, an amount sufficient to pay such Refunding
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 for payment and the City shall have no further obligation or
liability with respect thereto.
This bond is transferable or exchangeable only upon the registration record kept for that
purpose at the office of the Registrar by the Registered Owner 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 such attorney,
and thereupon a new fully registered bond or bonds in the same aggregate principal amount, and
of the same maturity, shall be executed and delivered in the name of the transferee or transferees
or the Registered Owner, as the case may be, in exchange therefor. This bond may be transferred
or exchanged without cost to the Registered Owner except for any tax or governmental charge
required to be paid with respect to the transfer or exchange. The 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 and premium,
if any, due hereon.
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 if the Common Council determines, in its sole discretion, that
the amendment shall not adversely affect the rights of any of the owners of the Bonds.
The Refunding Bonds are issuable only in fully registered form in the denomination of
[$5,000] or any integral multiple thereof.
[A Continuing Disclosure Contract from the City to each registered owner or holder of any
Refunding Bond, dated as of the date of initial issuance of the Refunding Bonds (the “Contract”),
has been executed by the City, a copy of which is available from the City and the terms of which
are incorporated herein by this reference. The Contract contains certain promises of the City to
each registered owner or holder of any Refunding Bond, including a promise to provide certain
continuing disclosure. By its payment for and acceptance of this bond, the registered owner or
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holder of this bond assents to the Contract and to the exchange of such payment and acceptance
for such promises.]
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 Carmel, in Hamilton County, Indiana, has caused
this bond to be executed in its corporate name by the manual or facsimile signature of the Mayor
of the City, its corporate seal to be hereunto affixed, imprinted or impressed by any means and
attested manually or by facsimile by its Controller.
CITY OF CARMEL, INDIANA
Mayor
(Seal)
ATTEST:
Controller
CERTIFICATE OF AUTHENTICATION
This bond is one of the City of Carmel, Indiana Sewage Works Refunding Revenue Bonds
of 2020, issued and delivered pursuant to the provisions of the within-mentioned Ordinance.
By
Authorized Representative
[STATEMENT OF INSURANCE]
(If applicable)
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
____________________________________ (insert name and address) the within bond and all
rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within
bond on the books kept for the registration thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment
must correspond with the name as it appears
on the face of the within bond in every
particular, without alteration or enlargement
or any change whatsoever.
Signature Guarantee:
NOTICE: Signature(s) must be guaranteed
by a broker-dealer or a commercial bank or
trust company.
DMS 18260815.2
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