HomeMy WebLinkAboutD-2548-20_Sewage Works - Wastewater - Revenue BondsSPONSOR: Councilors Campbell
and Finkam
ORDINANCE D-2548-20
AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF
CARMEL, INDIANA AUTHORIZING THE ACQUISITION,
CONSTRUCTION AND INSTALLATION OF CERTAIN IMPROVEMENTS
FOR THE SEWAGE WORKS SYSTEM OF THE CITY OF CARMEL,
INDIANA, THE ISSUANCE OF REVENUE BONDS TO PROVIDE THE
COST THEREOF, THE COLLECTION, SEGREGATION AND
DISTRIBUTION OF THE REVENUES OF SUCH SYSTEM, THE
SAFEGUARDING OF THE INTERESTS OF THE OWNERS OF SUCH
REVENUE BONDS AND OTHER MATTERS CONNECTED THEREWITH,
INCLUDING THE ISSUANCE OF NOTES IN ANTICIPATION OF SUCH
BONDS, AND REPEALING ORDINANCES INCONSISTENT HEREWITH.
Synopsis:
Bond Ordinance authorizing the issuance of revenue bonds payable from the net revenues of the
City’s sewage works utility and bond anticipation notes to finance various wastewater
improvements in 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, the Common Council of the City (the “Council”) hereby finds: (i) that the
acquisition and installation of replacement wastewater meters throughout the City (the “Project”),
are necessary and (ii) that plans, specifications and cost estimates for the Project have been prepared;
and
WHEREAS, the estimates prepared and delivered with respect to the costs of acquisition, and
installation of certain improvements for the System, and including all authorized expenses relating
thereto, including the costs of issuance of bonds and bond anticipation notes on account thereof, if
any, will be in the estimated amount not to exceed Three Million Six Hundred Thousand Dollars
($3,600,000) to be financed by the issuance of revenue bonds and bond anticipation notes in an
amount not to exceed Three Million Six Hundred Thousand Dollars ($3,600,000) and
WHEREAS, the Council finds that there are insufficient funds available to pay the cost of the
Project, and that cost of the Project is to be financed by certain available funds on hand, if necessary,
and through the issuance of its tax-exempt sewage works revenue bonds, in one or more series (the
“2020A Bonds”) and, if necessary, its bond anticipation notes (the “BANs”); 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
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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 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 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 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”) which 2012 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 2005 Ordinance, the 2009 Ordinance, the 2012 Ordinance and the 2020
Ordinance(collectively, the “Prior Ordinances”) allow for the issuance of additional bonds payable
from revenues of the System and ranking on parity with the 2005 Bonds, the 2009 Bonds, the 2012
Bonds and the 2020 Bonds (collectively, the “Prior Bonds”); and
WHEREAS, the 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, the Council now finds that all conditions precedent to the adoption of an
ordinance authorizing the issuance of the BANs and the 2020A Bonds have been complied with in
accordance with the provisions of the Act; and
WHEREAS, the City may enter into a Financial Assistance Agreement with the Indiana
Finance Authority (the “Authority”) as part of its wastewater loan program established and existing
pursuant to IC 5-1.2-1 through 5-1.2-4, and IC 5-1.2-10 (the “SRF Program”), pertaining to the
Project and the financing of the Project (the “Financial Assistance Agreement”) if any bonds are sold
to the Authority as part of its SRF Program; and
WHEREAS, the City may accept other forms of financial assistance, as and if available, from
the SRF Program; and
WHEREAS, Section 1.150-2 of the Treasury Regulations on Income Tax (the
“Reimbursement Regulations”) specifies conditions under which a reimbursement allocation may be
treated as an expenditure of bond proceeds, and the City intends by this ordinance to qualify amounts
advanced by the City to the Project for reimbursement from proceeds of the BANS or the 2020A
Bonds in accordance with the requirements of the Reimbursement Regulations; and
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WHEREAS, the City is considering for approval the issuance of sewage works refunding
revenue bonds of the City in an aggregate principal amount not to exceed Nine Million Two
Hundred Seventy Thousand Dollars ($9,270,000) (the “2020 Refunding Bonds”) in order to advance
refund the outstanding 2012 Bonds, which 2020 Refunding Bonds, upon approval and issuance, shall
constitute a first charge on the Net Revenues (as hereinafter defined) of the System.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY
OF CARMEL, INDIANA, THAT:
SECTION 1. Authorization of Project. The City shall proceed with the completion of
the Project. The Project shall be constructed pursuant to and in accordance with the Act. The Project
shall not be affected by the refunding of any BANs which may be issued pursuant to this Ordinance
and any other interim borrowing related to the Project, and the bonds herein authorized shall be
issued pursuant to and in accordance with the provisions of the Act. However, in the event the City
desires to utilize proceeds of the 2020A Bonds (as hereinafter defined) for projects other than the
Projects described herein, the Council shall first approve such projects and modify this Ordinance.
The term “System,” “works”, “utility”, “sewage works” and other like terms where 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, whether from the proceeds of the BANs and bonds herein
authorized or otherwise, provided that if the 2020A Bonds or BANs are purchased pursuant to the
terms of the Financial Assistance Agreement, such term shall mean the Treatment Works (as defined
in the Financial Assistance Agreement). The Project shall be carried out in accordance with the
plans and specifications heretofore mentioned, which plans and specifications are hereby approved.
The Council hereby orders the Project, and the issuance of the 2020A Bonds under the Act, in the
amount necessary to pay the Costs of the Project, pursuant to and in accordance with the Act,
Indiana Code 5-1-14, Indiana Code 5-1.2-1 through Indiana Code 5-1.2-4, and Indiana Code 5-1.2-
10 and other applicable laws relating to the issuance of revenue bonds. The City reasonably expects
to reimburse expenditures for the Project with proceeds of the 2020A Bonds and this constitutes a
declaration of official intent pursuant to Treasury Regulation 1.150-2(e) and Indiana Code 5-1-14-
6(c).
SECTION 2. Issuance of BANs and Bonds.
(a) The City shall issue its “City of Carmel, Indiana Sewage Works Revenue Bonds of
2020” [with the year and any series or other references added, revised or removed as appropriate]
(the “2020A Bonds”), in one or more series, in an original principal amount not to exceed Three
Million Six Hundred Thousand Dollars ($3,600,000) as negotiable, fully registered bonds, for the
purpose of procuring funds to be applied to the costs of the Project, including without limitation
reimbursement of preliminary expenses related to the Project and all incidental expenses incurred in
connection therewith (all of which are deemed to be a part of the Project), and the costs of selling
and issuing the 2020A Bonds. The 2020A Bonds shall rank on a parity with the Prior Bonds for all
purposes upon satisfaction of the conditions set forth in the Prior Ordinances.
(b) The 2020A Bonds shall be issued in denominations of Five Thousand Dollars
($5,000) (except for any 2020A Bonds sold to the Authority as part of the SRF Program, such
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denomination may be One Dollar ($1)) or any integral multiple thereof, numbered consecutively
from 1 upward, and dated as of the first day of the month in which they are sold or the date of
delivery, as evidenced by the execution thereof. The 2020A Bonds shall bear interest at a rate or
rates not exceeding five percent (5.00%) per annum (the exact rate or rates to be determined by
bidding or, if applicable, negotiations), and interest shall be payable semiannually on May 1 and
November 1 in each year, beginning 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 initial issue of the 2020A Bonds to the Registrar for authentication. Interest on the
2020A Bonds shall be calculated according to a 360-day calendar year containing twelve 30-day
months. The 2020A Bonds shall mature annually on May 1 of each year thereafter over a period
ending not later than May 1, 2055 and in such amounts which will achieve as level debt service as
practicable (either based solely on the 2020A Bonds or the combined debt service of the 2020A
Bonds and the Prior Bonds or for any 2020A Bonds sold to the Authority as part of the SRF
Program, in such amount as may meet the requirements of the SRF Program as provided by the
maturities set forth in the Financial Assistance Agreement), and when considering authorized
denominations and the initial principal maturity all as finally estimated, determined and fixed by the
Mayor of the City (the “Executive”) and the Fiscal Officer with the advice of the City's municipal
adviser, as evidenced by delivery of the executed initial issue of the 2020A Bonds to the Registrar
for authentication. The amount of 2020A Bonds issued shall be determined by the Executive and the
Fiscal Officer, with the advice of the City’s municipal advisor after fixing the amount of the funds of
the Utility if any now on hand to be applied to the cost of the Project.
(c) All or a portion of the 2020A Bonds may be aggregated into and issued as one or
more term bonds. The term bonds will be subject to mandatory sinking fund redemption with sinking
fund payments and final maturities corresponding to the serial maturities described above. Sinking
fund payments shall be applied to retire a portion of the term bonds as though it were a redemption
of serial bonds, and, if more than one term bond of any maturity is outstanding, redemption of such
maturity shall be made by lot. Sinking fund redemption payments shall be made in a principal
amount equal to such serial maturities, plus accrued interest to the redemption date, but without
premium or penalty. For all purposes of this Ordinance, such mandatory sinking fund redemption
payments shall be deemed to be required payments of principal which mature on the date of such
sinking fund payments. Appropriate changes shall be made in the definitive form of the 2020A
Bonds, relative to the form of the 2020A Bonds contained in this Ordinance, to reflect any
mandatory sinking fund redemption and optional redemption terms.
(d) The City has the authority to elect to issue its bond anticipation note or notes
(“BANs”) if necessary, in lieu of initially issuing all or a portion of 2020A Bonds to provide interim
construction financing for the Project until permanent financing becomes available or to qualify for
financial assistance provided from the SRF Program. BANs may be issued to (i) the Indiana Bond
Bank (the “Indiana Bond Bank”) pursuant to a Purchase Agreement (“Purchase Agreement”) or the
Authority pursuant to a Financial Assistance Agreement; or (ii) a purchaser pursuant to Indiana Code
5-1-11 or as otherwise permitted by law and approved by the Executive and Fiscal Officer. If so
determined by the Executive and Fiscal Officer, the City shall issue its BANs for the purpose of
procuring interim financing to apply to the cost of the Project.
(e) The BAN or BANs shall be issued in an aggregate amount not exceeding Three
Million Six Hundred Thousand Dollars ($3,600,000) and shall be designated “City of Carmel,
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Indiana Sewage Works Bond Anticipation Note of 2020A” [with the year and any series or other
references added, revised or removed as appropriate]. Any such BAN or BANS shall have a maturity
not exceeding five (5) years and shall be dated the first day of the month in which issued or sold or
the date of delivery as determined by the Executive and Fiscal Officer with the advice of the City's
financial adviser. Any such BAN or BANs shall pay interest semiannually on May 1 and November
1 in each year, beginning no later than either the next May 1 or November 1 following their issuance
until maturity. Any such BAN or BANS may be refunded with a later series of BAN or BANs
provided that such refunding BAN or BANS shall have a maturity not exceeding one (1) year and
shall be dated the first day of the month in which issued or sold or the date of delivery as determined
by the Executive and Fiscal Officer with the advice of the City's financial adviser. Any such BAN or
BANs shall pay interest semiannually on May 1 and November 1 in each year, beginning no later
than either the next May 1 or November 1 following their issuance until maturity. BAN interest may
be paid as capitalized interest and, after provision for payment of the Prior Bonds and any 2020A
Bonds, from the Net Revenues of the utility on a subordinate basis. BAN interest shall be calculated
according to a 360-day calendar year containing twelve 30-day months, or based on an actual days
basis using a 365-day year, as determined by the Executive and Fiscal Officer with the advice of the
City's financial adviser. Any such BAN or BANs shall bear interest at a rate or rates not exceeding
five percent (5.00%) per annum, or bear interest at a variable rate determined by reference to any
available published index as selected by the Executive or Fiscal Officer prior to their issuance, and
may be sold at a discount not to exceed one percent (1%). The BANs herein authorized are payable
from the proceeds of the 2020A Bonds and other legally available funds of the utility. Any such
BAN or BANs shall be subject to early redemption on or after any date selected by the Executive or
Fiscal Officer prior to their issuance, upon thirty (30) days’ notice to the owner of such BAN,
without a premium. The BANs may be issued in one or more series of BANs, or the City may
receive payment on the BANs in installments, as determined by the Executive and Fiscal Officer
with the advice of the City's municipal advisor prior to advertising or negotiating a sale of the BANs.
The BANs shall be in a customary form as approved by the Executive and Fiscal Officer.
(f) It shall not be necessary for the City to repeat the procedures for the issuance of its
2020A Bonds; the procedures followed before the issuance of the BAN or BANs are for all purposes
sufficient to authorize the issuance of the 2020A Bonds and the use of the proceeds to repay the
BAN or BANs. The City shall issue the 2020A Bonds described and authorized in this Ordinance to
discharge its obligations under the BAN and BANs at or before the maturity date of the BAN or
BANs.
The City may receive payment for the 2020A Bonds and BANs in installments. With respect
to any 2020A Bonds sold to the Authority as part of the SRF Program, to the extent that (a) the total
principal amount of the 2020A Bonds is not paid by the purchaser or drawn down by the City or (b)
proceeds remain in the Project Fund and are not applied to the Project (or any modifications or
additions thereto approved by IDEM and the Authority) as of the date no additional amounts may be
drawn under the Financial Assistance Agreement, the remaining 2020A Bonds maturities shall be
reduced in a manner that will effect as level debt service as practicable for such remaining maturities
an in a manner consistent with how the initial maturities were fixed, provided however such shall in
any case be consistent with the Financial Assistance Agreement.
Notwithstanding anything contained herein, the City may accept any other forms of financial
assistance, as and if available, from the SRF Program (including without limitation (1) any
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forgivable loans, grants or other assistance whether available as an alternative to any 2020A Bonds
or BAN related provision otherwise provided for herein or as a supplement or addition thereto and
(2) one or more series or combination of series of 2020A Bonds and/or BANs). If required by the
SRF Program to be eligible for such financial assistance, one or more of the series of 2020A Bonds
or BANs issued hereunder may be issued on a basis such that the payment of the principal of or
interest on (or both) such series of 2020A Bonds is junior and subordinate to the payment of the
principal of and interest on other series of 2020A Bonds issued hereunder (and/or any other revenue
bonds secured by a pledge of Net Revenue, whether now outstanding or hereafter issued), all as
provided by the terms of such series of 2020A Bonds as modified pursuant to this authorization.
Such financial assistance, if any, shall be as provided in the Financial Assistance Agreement and the
2020A Bonds of each series of 2020A Bonds and the BANs of each series of BANs issued hereunder
(including any modification made pursuant to the authorization in this paragraph to the form of Bond
otherwise contained herein).
SECTION 3. Pledge of Net Revenues; Payment of Principal and Interest. The
2020A Bonds, and any hereafter issued bonds ranking on a parity therewith, as to principal,
premium, if any, and interest, shall be payable solely from and are hereby secured by an irrevocable
pledge of and shall constitute a charge upon all 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 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 2020A Bonds, any BANs or the interest thereon,
except from the Net Revenues, and the 2020A Bonds and any BANs shall not constitute an
indebtedness of the City within the meaning of the provisions and limitations of the constitution of
the State of Indiana.
All payments of interest on the 2020A Bonds shall be paid by check mailed one business day
prior to the interest payment date to the registered owners thereof as of the fifteenth (15th) day of the
month preceding the interest payment date (the “Record Date”) at the addresses as they appear on
the registration and transfer books of the City kept for that purpose by the Registrar (the
“Registration Record”) or at such other address as is provided to the Paying Agent in writing by such
registered owner. Each registered owner of $1,000,000 or more in principal amount of the 2020A
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 principal payments
and premium payments, if any, on the 2020A Bonds shall be made upon surrender thereof at the
principal office of the Paying Agent, in any U.S. coin or currency which on the date 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 the 2020A 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. If the 2020A Bonds or BANs are purchased by the Authority as part of the SRF
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Program, the principal of and interest on the 2020A Bonds or BANs shall be paid by wire transfer to
such financial institution if and as directed by the Authority as of the due date of such payment or if
such due date is a day when financial institutions are not open for business, on the business day
immediately after such due date. So long as the Authority is the owner of the 2020A Bonds or
BANs, such 2020A Bonds or BANs shall be presented for payment as directed by the Authority.
Interest on the 2020A Bonds or BANs sold to the Authority shall be paid from the dates of
payment for the 2020A Bonds or BANs. Interest on 2020A Bonds shall be payable from the interest
payment date to which interest has been paid next preceding the authentication date thereof unless
such 2020A Bonds are authenticated after the Record Date for an interest payment date and on or
before such interest payment date in which case they shall bear interest from such interest payment
date, or unless authenticated on or before the Record Date for the first interest payment date, in
which case they shall bear interest from the original date, until the principal shall be fully paid.
SECTION 4. Transfer and Exchange of Bonds and BANs. Each 2020A Bonds or
BAN shall be transferable or exchangeable only upon the Registration Record, by the registered
owner thereof in writing, or by the registered owner's attorney duly authorized in writing, upon
surrender of such 2020A Bonds or BAN, 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 2020A Bonds or Bonds, or BAN or BANs, in the same aggregate principal
amount, and of the same maturity, shall be executed and delivered in the names of the transferee or
transferees or the registered owner, as the case may be, in exchange therefor. The costs of such
transfer or exchange shall be borne by the City except for any tax or governmental charge required to
be paid with respect to the transfer or exchange, which taxes or governmental charges are payable by
the person requesting such transfer or exchange. The City, the Registrar and the Paying Agent may
treat and consider the persons in whose names such 2020A Bonds or BANs are registered as the
absolute owners thereof for all purposes including for the purpose of receiving payment of, or on
account of, the principal thereof and interest and premium, if any, due thereon.
In the event any 2020A Bonds or BAN is mutilated, lost, stolen or destroyed, the City may
execute and the Registrar may authenticate a new bond of like date, maturity and denomination as
that mutilated, lost, stolen or destroyed, which new bond shall be marked in a manner to distinguish
it from the 2020A Bonds or BAN for which it was issued, provided that, in the case of any mutilated
2020A Bonds or BAN, such mutilated bond shall first be surrendered to the Registrar, and in the
case of any lost, stolen or destroyed bond there shall be first furnished to the Registrar evidence of
such loss, theft or destruction satisfactory to the Fiscal Officer and the Registrar, together with
indemnity satisfactory to them. In the event any such 2020A Bonds or BAN shall have matured,
instead of issuing a duplicate bond, the City and the Registrar may, upon receiving indemnity
satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge
the owner of such 2020A Bonds or BAN with their reasonable fees and expenses in this connection.
Any 2020A Bonds or BAN issued pursuant to this paragraph shall be deemed an original, substitute
contractual obligation of the City, whether or not the lost, stolen or destroyed 2020A Bonds or BAN
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 2020A Bonds or BAN issued hereunder.
SECTION 5. Registrar and Paying Agent. The Fiscal Officer is hereby authorized to
serve as, or to appoint a qualified financial institution to serve as, Registrar and Paying Agent for the
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2020A Bonds and any BANs (together with any successor, the “Registrar” or “Paying Agent”). The
Registrar is hereby charged with the responsibility of authenticating the 2020A Bonds and any
BANs, and shall keep and maintain the Registration Record at its office. The Fiscal Officer is hereby
authorized to enter into such agreements or understandings with any such institution as will enable
the institution to perform the services required of a Registrar and Paying Agent. The Fiscal Officer is
further authorized to pay such fees and the institution may charge for the services its provides as
Registrar and Paying Agent and such fees may be paid from the Sinking Fund established to pay the
principal of and interest on the 2020A Bonds and any BANs as fiscal agency charges.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by
giving thirty (30) days’ written notice to the City and by first-class mail to each registered owner of
the 2020A Bonds and any BANs then outstanding, and such resignation will take effect at the end of
such thirty (30) days’ or upon the earlier appointment of a successor Registrar and Paying Agent by
the City. Such notice to the City may be served personally or sent by first-class or registered mail.
The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the
City, in which event the City may appoint a successor Registrar and Paying Agent. The City shall
notify each registered owner of the 2020A Bonds and any BANs then outstanding of the removal of
the Registrar and Paying Agent. Notices to the registered owners of the 2020A Bonds and any BANs
shall be deemed to be given when mailed by first-class mail to the addresses of such registered
owners as they appear on the Registration Record. Any predecessor Registrar and Paying Agent shall
deliver all the 2020A Bonds and any BANs, cash and investments related thereto in its possession
and the Registration Record to the successor Registrar and Paying Agent.
SECTION 6. Terms of Redemption. The 2020A Bonds may be made redeemable at
the option of the City (a) on thirty (30) days' notice, in whole or in part, in any order of maturities
selected by the City, for any 2020A Bonds not purchased by the Authority as part of the SRF
Program, and (b) on sixty (60) days’ notice in whole or in part, in inverse order of maturities for any
2020A Bonds purchased by the Authority as part of the SRF Program, and in each case, by lot within
a maturity, on dates and with premiums, if any, and other terms as finally determined by the
Executive and the Fiscal Officer with the advice of the City’s Municipal advisor, as evidenced by
delivery of the executed initial issue of the 2020A Bonds to the Registrar for authentication;
provided, however if the 2020A Bonds are sold to the SRF Program and registered in the name of
the Authority, the 2020A Bonds shall not be redeemable at the option of the City unless and until
consented to by the Authority. Such determination shall be made and fixed separately for each series
of 2020A Bonds issued.
Notice of redemption shall be mailed by first-class mail to the address of each registered
owner of a 2020A Bonds to be redeemed as shown on the Registration Record not more than (a)
sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption for any 2020A
Bonds not purchased by the Authority as part of the SRF Program, and (b) not more than ninety (90)
days and not less than sixty (60) days prior to the date fixed for redemption for any 2020A Bonds
purchased by the Authority as part of the SRF Program, and in each case except to the extent such
redemption notice is waived by owners of the 2020A Bonds redeemed, provided, however, that
failure to give such notice by mailing, or any defect therein, with respect to any 2020A Bonds shall
not affect the validity of any proceedings for the redemption of any other 2020A Bonds. The notice
shall specify the date and place of redemption, the redemption price and the CUSIP numbers of the
2020A Bonds called for redemption. The place of redemption may be determined by the City.
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Interest on the 2020A Bonds so 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 2020A Bonds shall no longer be protected by this Ordinance
and shall not be deemed to be outstanding hereunder, and the holders thereof shall have the right
only to receive the redemption price.
All 2020A Bonds which have been redeemed shall be canceled and shall not be reissued;
provided, however, that one or more new registered bonds shall be issued for the unredeemed
portion of any 2020A Bonds without charge to the holder thereof.
SECTION 7. Execution and Negotiability. The 2020A Bonds and any BANs shall be
signed in the name of the City by the manual or facsimile signature of the Executive, and attested by
the manual or facsimile signature of the Fiscal Officer, who also shall affix the seal of the City
manually or shall have the seal imprinted or impressed thereon by facsimile or other means. In case
any officer whose signature or facsimile signature appears thereon shall cease to be such officer
before the delivery of the 2020A Bonds and any BANs, such signature shall nevertheless be valid
and sufficient for all purposes as if such officer had remained in office until such delivery.
The 2020A Bonds and any BANs shall also be authenticated by the manual signature of the
Registrar, and no 2020A Bonds or BAN shall be valid or become obligatory for any purpose until
the certificate of authentication thereon has been so executed.
The 2020A Bonds and any BANs shall have all of the qualities and incidents of negotiable
instruments under the laws of the State of Indiana, subject to the provisions for registration herein.
SECTION 8. Authorization for Book-Entry System. The 2020A Bonds and any
BANs 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 2020A Bonds or BAN 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 of the 2020A Bonds and any BANs as are necessary or appropriate to accomplish or
recognize such book-entry form 2020A Bonds and any BANs.
During any time that the 2020A Bonds and any BANs are held in book-entry form on the
books of a Clearing Agency, (1) any such 2020A Bonds or BAN 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 2020A Bonds or BAN 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 2020A Bonds or BAN 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 2020A Bonds or BAN, 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
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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 2020A Bonds or BAN, including,
without limitation, any responsibility or obligation hereunder to maintain accurate records of any
interest in any 2020A Bonds or BAN or any responsibility or obligation hereunder with respect to
the receiving of payment of principal of or interest or premium, if any, on any 2020A Bonds or
BAN, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to
present any 2020A Bonds or BAN 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 2020A Bonds and any BANs to the effect that such Clearing Agency is unable or
unwilling to discharge its responsibility as a Clearing Agency for the 2020A Bonds and any BANs,
or the City elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2020A
Bonds and any BANs, 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 2020A
Bonds and any BANs, as are necessary or appropriate to discontinue use of such Clearing Agency as
a Clearing Agency for the 2020A Bonds and any BANs and to transfer the ownership of each of the
2020A Bonds and any BANs to such person or persons, including any other Clearing Agency, as the
holder of the 2020A Bonds and any BANs may direct in accordance with this Ordinance. Any
expenses of such discontinuance and transfer, including expenses of printing new certificates to
evidence the 2020A Bonds and any BANs, shall be paid by the City.
During any time that the 2020A Bonds and any BANs 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 2020A Bonds and any BANs 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 2020A Bonds or BAN has been obtained, the Registrar shall be
entitled to treat the beneficial owners of the 2020A Bonds and any BANs 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 2020A Bonds and any BANs are held in book-entry form on the
books of a Clearing Agency, the Executive, the Fiscal Officer and/or the Registrar are authorized to
execute and 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 City 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 2020A Bonds and any BANs are held in book-entry form, the provisions of Section 8
of this Ordinance shall control over conflicting provisions in any other section of this Ordinance.
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SECTION 9. Form of the 2020A Bonds. The form and tenor of the 2020A Bonds shall
be substantially as follows (with such additions, deletions and modification as the Executive and
Fiscal Officer may authorize, as conclusively evidenced by their signatures thereon), with all blanks
to be filled in properly prior to delivery thereof:
R-___
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF HAMILTON
CITY OF CARMEL, INDIANA
SEWAGE WORKS REVENUE BOND OF 2020A
[As follows if sold pursuant to a Financial Assistance Agreement
Interest
Rate
Maturity
Date
Original
Date
Authentication
Date
REGISTERED OWNER: Indiana Finance Authority
PRINCIPAL SUM:
The City of Carmel, in Hamilton, County, State of Indiana (the “City”), for value received, hereby promises to
pay to the Registered Owner set forth above or registered assigns, solely out of the special revenue fund hereinafter
referred to, the Principal Sum set forth above on the Maturity Date set forth above or so much thereof as may be
advanced from time to time and be outstanding as evidenced by the records of the registered owner making payment for
this Bond or its assigns on May 1 in the years and in the amounts set forth on Exhibit A attached hereto (unless this bond
be subject to and be called for redemption prior to maturity as hereafter provided), and to pay interest hereon until the
Principal Sum shall be fully paid at the Interest Rate per annum set forth above from the interest payment date to which
interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the
fifteenth day of the month preceding the interest payment date (the “Record Date”) and on or before 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, which interest is payable
semiannually on May 1 and November 1 of each year, beginning on ________ 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 bond are payable at the principal office of
__________________________ (the “Registrar” or “Paying Agent”), in Indianapolis, Indiana. All payments of interest
on this bond 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 registration books kept by the Registrar or at such other address
as is provided to the Paying Agent in writing by the Registered Owner. Notwithstanding the foregoing to the contrary, if
payment of this Bond is made to the Indiana Finance Authority under the terms of the Financial Assistance Agreement,
all payments of principal and interest hereon shall be made by wire transfer for deposit to a financial institution as
directed by the Indiana Finance Authority as of the due date or if such due date is a day when financial institutions are
not open for business on the business day immediately after such due date to the registered owner hereof at the address as
it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in
writing by the registered owner.]
[As follows if not sold pursuant to a Financial Assistance Agreement
Interest Maturity Original Authentication
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Rate Date Date Date CUSIP
REGISTERED OWNER:
PRINCIPAL SUM:
The City of Carmel, in Hamilton, County, State of Indiana (the “City”), for value received, hereby promises to
pay to the Registered Owner set forth above or registered assigns, solely out of the special revenue fund hereinafter
referred to, the Principal Sum set forth above on the Maturity Date set forth above (unless this bond be subject to and be
called for redemption prior to maturity as hereafter provided), and to pay interest hereon until the Principal Sum shall be
fully paid at the Interest Rate per annum set forth above from the interest payment date to which interest has been paid
next preceding the Authentication Date of this bond unless this bond is authenticated after the fifteenth day of the month
preceding the interest payment date (the “Record Date”) and on or before 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, which interest is payable semiannually on May 1 and
November 1 of each year, beginning on _________ 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 bond are payable at the principal office of the Controller of the
City of Carmel [the principal office of th e financial institution so appointed] (the “Registrar” or “Paying Agent”), in
Indianapolis, Indiana. All payments of interest on this bond 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 registration books
kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the Registered Owner.
Each Registered Owner of $1,000,000 or more in principal amount of 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 this bond shall be made upon surrender thereof at the principal office
of the Paying Agent, in any U.S. coin or currency which on the date of such payment shall be legal tender for the
payment of public and private debts, or in the case of a Registered Owner of $1,000,000 or more in principal amount of
the 2020A Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15)
days prior to the maturity date or redemption date.]
THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST HEREON EXCEPT
FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND NEITHER THIS BOND NOR THE ISSUE OF
WHICH IT IS A PART SHALL IN ANY RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS OF THE
CITY WITHIN THE PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF INDIANA.
This bond is one of an authorized issue of bonds of the City of Carmel, of Hamilton County, Indiana, of like
date, tenor and effect except as to denomination, numbering, rates of interest, redemption terms and dates of maturity,
aggregating _____________________________ Dollars ($_________), numbered consecutively from 1 upward (the
“Bonds”), issued for the purpose of providing funds to be applied for construction and acquisition of certain
improvements to the sewage works (the “Project”), and to pay incidental expenses and costs of issuance of the Bonds.
This bond is issued pursuant to an ordinance adopted by the Common Council of said City on the ____ day of ________,
2020, entitled “An Ordinance of the of the Common Council of the City of Carmel, Indiana Authorizing the Acquisition,
Construction and Installation of Certain Improvements for the Sewage Works System of the City of Carmel, Indiana, the
Issuance of Revenue Bonds to Provide the Cost Thereof, the Collection, Segregation and Distribution of the Revenues of
such System, the Safeguarding of the Interests of the Owners of such Revenue Bonds and Other Matters Connected
Therewith, Including the Issuance of Notes in Anticipation of such Bonds, and Repealing Ordinances Inconsistence
Herewith ” (the “Ordinance”), and in accordance with the provisions of Indiana law, including without limitation Indiana
36-9-23, and other applicable laws, as amended (the “Act”), all as more particularly described in the Ordinance. The
owner of this bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the
Act.
Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on this bond and all other
bonds of said issue and any hereafter issued bonds ranking on a parity therewith are payable solely from the Sinking
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Fund (the “Sinking Fund”) maintained under the Ordinance to be provided 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 (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 o n a parity with the Prior Bonds.
[Reference is hereby made to the Financial Assistance Agreement, as amended from time to time, between the
City and the Indiana Finance Authority as to certain terms and covenants pertaining to the Project and this Bond (the
“Financial Assistance Agreement”).]
The City irrevocably pledges the entire Net Revenues of the works to the prompt payment of the principal of
and interest on the Bonds on a parity with the payment of 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 2012 (the “2012 Bonds”) and
the City of Carmel, Indiana Sewage Works Revenue Bonds of 2020 (the “2020 Bonds”) (the 2005 Bonds, the 2009
Bonds, the 2012 Bonds, and the 2020 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 establish proper rates and charges for services rendered by the utility as are sufficient
in each year for the payment of the proper [Operation and Maintenance (as defined in the Financial Assistance
Agreement) of the Utility] [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 under the provisions of the Act and the Ordinance. If the
City or the proper officers thereof shall fail or refuse to so fix and collect such rates or charges, or if there be a default in
the payment of the interest on or principal of this bond, the owner of this bond shall have all of the rights and remedies
provided for in the Act.
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 ther ewith, 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.
The bonds of this issue maturing on and after May 1, 20__ are redeema ble at the option of the City on
__________, 20__ or any date thereafter, on [sixty (60)] [thirty (30)] days' notice, in whole or in part, [in inverse order of
maturities] [in any order of maturities selected by the City] and by lot within a maturity, at 1 00% of face value plus
accrued interest to the date fixed for redemption[; provided however if the Bonds are registered in the name of the
Authority, the Bonds shall not be redeemable at the option of the City unless and until consented to by the Authority ].
Each minimum authorized denomination in principal amount shall be considered a separate bond for purposes of partial
redemption.
[The bonds maturing on May 1, 20____ are subject to mandatory sinking fund redemption prior to maturity, at a
redemption price equal to the principal amount thereof, plus accrued interest, on May 1 in the years and in the amounts
set forth below:
Year Amount
*
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* Final Maturity]
Notice of such redemption shall be mailed by first-class mail not more than [ninety (90)] [sixty (60)] days and
not less than [sixty (60)] [thirty (30)] days prior to the date fixed for redemption to the address of the registered owner of
each bond to be redeemed as shown on the registration record of the City except to the extent such redemption notice is
waived by owners of the bond or bonds redeemed, provided, however, that failure to give such notice by mailing, or any
defect therein, with respect to any bond shall not affect the validity of any proceedings for the redemption of any other
bonds. The notice shall specify the date and place of redemption, the redemption price [and the CUSIP numbers] of the
bonds called for redemption. The place of redemption may be determined by the City. Interest on the bonds so called for
redemption shall cease on the redemption date fixed in such notice if 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.
This bond is subject to defeasance prior to payment or redemption as provided in the Ordinance.
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 or another paying agent, an amount sufficient to pay such bond or the redemption price, as
the case may be, and thereafter the Registered Owner shall look only to the funds so deposited in trust for payment and
the City shall have no further obligation or liability in 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 su rrender 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.
The bonds maturing on any maturity date are issuable only in the denomination of [$1.00] [$5,000] or any
integral multiple thereof.
[A Continuing Disclosure Contract from the City to each registered owner or holder of any bond, dated as of the
date of initial issuance of the 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 bond, including a promise to provide certai n continuing disclosure. By its
payment for and acceptance of this bond, the registered owner or 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 its Mayor, 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
By:
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Mayor
(SEAL)
ATTEST:
Controller
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
It is hereby certified that this bond is one of the bonds described in the within -mentioned Ordinance duly
authenticated by the Registrar.
as Registrar
By:
Authorized Representative
The following abbreviations, when used in the inscription of the face of this bond, shall be construed as though
they were written out in full according to applicable laws or regulations:
TEN. COM. as tenants in common
TEN. ENT. as tenants by the entireties
JT. TEN. as joint tenants with right of survivorship and not as tenants in common
UNIF. TRAN.
MIN. ACT ________ Custodian __________
(Cust.) (Minor)
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used although not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite
Name and Address and Social Security or Other Identifying Number) $___________ principal amount (must be a
multiple of [$1.00][$5,000]) of 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 thereo f 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.
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Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an eligible
guarantor institution participating in a Securities Transfer
Association recognized signature guarantee program.
[As follows if sold pursuant to a Financial Assistance Agreement
EXHIBIT A
Date* Amount Date* Amount
* Pursuant to the Financial Assistance Agreement, the final maturity of this Bond may occur prior to those set forth
above in order that the final maturity of this Bond not exceed 20 years from Substantial Completion of Construction (as
defined in the Financial Assistance Agreement).]
[End of form of bonds]
SECTION 10. Sale of Bonds.
(a) The 2020A Bonds shall be sold in a competitive sale or by negotiation with a
purchaser(s) selected by the Executive and Fiscal Officer on the advice of the City’s municipal
advisor, to the Authority as part of its SRF Program, or to the Indiana Bond Bank pursuant to I.C. 5-
1.5, as determined by the Executive and Fiscal Officer. If sold in a competitive sale, the Fiscal
Officer shall cause to be published either (i) a notice of sale once each week for two consecutive
weeks in accordance with I.C. §5-3-1-2, in which case the date fixed for the sale shall not be earlier
than fifteen (15) days after the first of such publications and not earlier than three (3) days after the
second of such publications, or (ii) a notice of intent to sell bonds once each week for two weeks in
accordance with I.C. §5-1-11-2 and I.C. §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 of such publications. Said sale notice shall state the time and place of sale, the purpose
for which the 2020A Bonds are being issued, the total amount thereof, the amount and date of each
maturity, the maximum rate or rates of interest thereon, their denominations, the time and place of
payment, the terms and conditions upon which bids will be received and the sale made and such
other information as is required by law or as the Fiscal Officer shall deem necessary.
If sold by a competitive sale, bids for the 2020A Bonds shall be sealed and shall be presented
to the Fiscal Officer in accord with the terms set forth in the sale notice. Bidders for the 2020A
Bonds shall be required to name the rate or rates of interest which the 2020A Bonds are to bear,
which shall be the same for all 2020A Bonds maturing on the same date and the interest rate bid on
any maturity of the 2020A Bonds must be no less than the interest rate bid on any and all prior
maturities, not exceeding five percent (5.00%) per annum, and such interest rate or rates shall be in
multiples of one hundredth of one percent. The Fiscal Officer shall award the 2020A Bonds to the
bidder who offers the lowest interest cost, to be determined by computing the total interest on all the
2020A Bonds to their maturities and deducting therefrom the premium bid, if any, or adding thereto
the amount of the discount, if any. No bid for less than ninety-eight percent (98.0%) of the par value
of the 2020A Bonds, plus accrued interest, shall be considered. The Fiscal Officer may require that
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all bids be accompanied by certified or cashier's checks payable to the order of the City, or a surety
bond, in an amount not to exceed one percent of the aggregate principal amount of the 2020A Bonds
as a guaranty of the performance of said bid, should it be accepted. In the event no satisfactory bids
are received on the day named in the sale notice, the sale may be continued from day to day
thereafter for a period of thirty (30) days without readvertisement; provided, however, that if said
sale is continued, no bid shall be accepted which offers an interest cost which is equal to or higher
than the best bid received at the time fixed for sale in the bond sale notice. The Fiscal Officer shall
have full right to reject any and all bids.
If the 2020A Bonds are sold by negotiated sale, the Executive is authorized to negotiate and
execute a bond purchase agreement with one or more selected purchaser(s) on terms recommended
by the City’s municipal advisor, consistent with the parameters set forth in this Ordinance.
After the 2020A Bonds have been properly sold and executed, the Fiscal Officer shall receive
from the purchasers payment for the 2020A Bonds and shall provide for delivery of the 2020A
Bonds to the purchasers.
(b) The 2020A Bonds, when fully paid for and delivered to the purchaser shall be the
binding special revenue obligations of the City, payable out of the Net Revenues. The proper officers
of the City are hereby directed to sell the 2020A Bonds to the purchaser, to draw all proper and
necessary warrants, and to do whatever acts and things which may be necessary to carry out the
provisions of this Ordinance.
(c) If necessary, the Executive and the Fiscal Officer each are hereby authorized to deem
final an official statement with respect to the 2020A 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 Executive or the Fiscal
Officer in the form of a final official statement.
In order to assist any underwriter of the 2020A Bonds in complying with paragraph (b)(5) of
the SEC Rule by undertaking to make available appropriate disclosure about the City and the 2020A
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 2020A 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.
(d) The Fiscal Officer is hereby authorized and directed to obtain a legal opinion as to the
validity of the 2020A Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the
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purchasers of the 2020A Bonds or to cause a copy of said legal opinion to be printed on each 2020A
Bonds. The cost of such opinion shall be paid out of the proceeds of the 2020A Bonds.
(e) In connection with the sale of the 2020A Bonds, the Executive and the Fiscal Officer
each are authorized to take such actions and to execute and deliver such agreements and instruments
as they deem advisable to obtain a rating and/or to obtain bond insurance for the 2020A Bonds, and
the taking of such actions and the execution and delivery of such agreements and instruments are
hereby approved.
(f) In connection with the sale of the BANs, the Executive and the Fiscal Officer each
are authorized to take all or a part of the same authorized actions, and to execute and deliver the
agreements and instruments, as they deem advisable with respect to the BANs to the same extent as
if the foregoing provisions of this Section applicable to the 2020A Bonds were applied to the sale of
the BANs, provided they shall not be required to take each and every such act as would relate to the
2020A Bonds unless by law it is required with respect to the BANs.
(g) Notwithstanding anything in this Ordinance and in lieu of a public sale of the 2020
Bonds pursuant to this Section, the 2020A Bonds may, in the discretion of the Executive, based upon
the advice of the City's municipal advisor, be sold to the Indiana Bond Bank or the City Bond Bank.
In the event of such determination, Bonds shall be sold in such denomination or denominations as
the purchaser may request, and pursuant to a qualified entity purchase agreement (the "Purchase
Agreement") between the City and either the Indiana Bond Bank or the City Bond Bank, hereby
authorized to be entered into and executed by the Executive on behalf of the City, subsequent to the
date of the adoption of this Ordinance. Such Purchase Agreement may set forth the definitive terms
and conditions for such sale, but all of such terms and conditions must be consistent with the terms
and conditions of this Ordinance, including without limitation, the interest rate or rates on the 2020A
Bonds which shall not exceed the maximum rate of interest for the 2020A Bonds authorized
pursuant to this Ordinance. Bonds sold to the Indiana Bond Bank or the City Bond Bank shall be
accompanied by all documentation required by the purchaser pursuant to the provisions of Indiana
Code 5-1.4 or Indiana Code 5-1.5, as applicable, and the Purchase Agreement, including, without
limitation, an approving opinion of nationally recognized bond counsel, certification and guarantee
of signatures and certification as to no litigation pending, as of the date of delivery of the 2020A
Bonds, challenging the validity or issuance of the 2020A Bonds. In the event the Executive
determines to sell the 2020A Bonds to the Indiana Bond Bank or the City Bond Bank, the entry by
the City into the Purchase Agreement, and the execution and delivery of the Purchase Agreement on
behalf of the City by the Executive in accordance with this Ordinance are hereby authorized,
approved and ratified.
(h) As an alternative to public sale or a sale to the Indiana Bond Bank or the City Bond
Bank, the Fiscal Officer may negotiate the sale of the 2020A Bonds to the Indiana Finance Authority
as part of its SRF Program. The Executive and the Fiscal Officer are hereby authorized to (i) submit
an application to the Indiana Finance Authority as part of its SRF Program, (ii) execute a Financial
Assistance Agreement with the Indiana Finance Authority with terms conforming to this Ordinance,
and (iii) sell such 2020A Bonds upon such terms as are acceptable to the Executive and the Fiscal
Officer consistent with the terms of this Ordinance. The Executive and the Fiscal Officer are hereby
authorized to execute and deliver the a Financial Assistance Agreement in form and substance
acceptable to such officers, and to approve any changes in form or substance to the Financial
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Assistance Agreement which are consistent with the terms of this Ordinance, such changes to be
conclusively evidenced by such execution.
In the event of such determination of sale to the Authority as part of the SRF Program, the
Executive and Fiscal Officer with the advice of the City’s municipal advisor are hereby authorized to
(i) submit an application to the SRF Program, (ii) negotiate the terms of and execute and deliver a
Financial Assistance Agreement between the City and the Authority pursuant to Indiana Code 5-1.2-
1 through Indiana Code 5-1.2-4 and Indiana Code 5-1.2-10, and (iii) sell one or more series of the
2020A Bonds upon such terms as are acceptable to the Executive and the Fiscal Officer consistent
with the terms of this Ordinance. The Financial Assistance Agreement (including any amendment
thereof) for one or more series of the 2020A Bonds and the Project shall be executed by the
Executive and Fiscal Officer and the Authority. The Executive and the Fiscal Officer are hereby
authorized to execute and deliver an amended and restated Financial Assistance Agreement or a
subsequent Financial Assistance Agreement if an earlier series of 2020A Bonds has been purchased
by the Authority and may approve any changes in form or substance to Financial Assistance
Agreement as they determined to be necessary or desirable in connection therewith, and such
approval shall be conclusively evidenced by its execution.
(i) Notwithstanding anything in this Ordinance to the contrary, upon the advice of the
City’s Municipal Advisor, the 2020A Bonds may be sold in conjunction with the 2020 Refunding
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 and
continuing disclosure contract may be prepared covering both the 2020A Bonds and the 2020
Refunding Bonds upon such occurrence.
SECTION 11. Use of Proceeds. Any accrued interest received at the time of delivery of
the 2020A Bonds or BANs (and, if deemed by the Executive or the Fiscal Officer to be in excess of
Project and Refunding needs, any premium), shall be deposited in the Sinking Fund (as hereafter
defined) and applied to payments on the 2020A Bonds and any BANs on the first interest payment
date. The remaining proceeds from the sale of the 2020A Bonds and any BANs shall be deposited in
a fund of the utility hereby created and designated as “City of Carmel, Indiana 2020 Sewage Works
Bond Project Fund” (the “Project Fund”) or applied to the payment of costs of the Project as
contemplated by the Financial Assistance Agreement. The proceeds deposited in the Project Fund,
together with all investment earnings thereon, shall be expended only for the purpose of paying the
costs of the Project, refunding the BANs if issued and the costs of selling and issuing the 2020A
Bonds and any BANs, including the premium for any bond insurance obtained for the 2020A Bonds.
The City hereby declares that it reasonably expects to reimburse the City's advances to the
Project from proceeds of any BANs or the 2020A Bonds, as anticipated by this Ordinance, and such
declaration shall be deemed one within the meaning of the Reimbursement Regulations.
Any balance remaining in the Project Fund after the completion of the Project which is not
required to meet unpaid obligations incurred in connection therewith and on account of the sale and
issuance of the 2020A Bonds shall be paid (a) paid into the Sinking Fund (to be part of the
hereinafter referenced Principal and Interest Amount) or (b) used for the same purpose or type of
project for which the 2020A Bonds were originally issued, all in accordance with I.C. 5-1-13, as
amended or as otherwise permitted by law.
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SECTION 12. Revenue 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.
SECTION 13. Operation and Maintenance Fund. 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 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 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. Sinking Fund. There is hereby continued a fund of the utility designated as
the Sinking Fund (the “Sinking Fund”), to be used for the payment of the principal of and interest on
2020A 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 such payment. 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 Reserve 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
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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 2020A 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 2020A 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 2020A 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 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 2020A Bonds, in full or partial satisfaction of the Reserve Requirement. After the issuance of
the 2020A 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 2020A
Bonds and any bonds ranking on a parity therewith (including the outstanding Prior Bonds), the
maximum annual debt service on the 2020A Bonds and any such parity bonds (including the
outstanding Prior Bonds), or 125% of the average annual debt service on the 2020A Bonds and any
parity bonds (including the outstanding Prior Bonds), provided, however, if the 2020A Bonds or any
of the outstanding bonds payable from Net Revenues on a parity with the 2020A Bonds are held by
the Authority as part of its SRF Program, the Reserve Requirement shall mean the maximum annual
debt service on the 2020A 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 2020A 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
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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 (a) 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, and (b) if the 2020A Bonds or BANs are purchased by the Authority
as part of the SRF Program, such provider shall be acceptable to the Authority.
In the event the Debt Service Reserve Amount applicable to any series of 2020A 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 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.
If the 2020A Bonds or BANs are purchased by the Authority as part of the SRF Program and
to the extent required by the SRF Program, the Sinking Fund and the Project Fund may be held by a
financial institution acceptable to the SRF Program pursuant to terms acceptable to the SRF
Program. If the Sinking Fund and the accounts therein are so held in trust, the City shall transfer the
monthly required amounts of Net Revenues to the Sinking Fund in accordance with this Section 14
and the financial institution holding such funds in trust shall be instructed to pay the required
payments in accordance with the payment schedules for the City’s outstanding 2020A Bonds. The
Council hereby authorizes the Executive and the Fiscal Officer to execute and deliver an agreement
with a financial institution to reflect this trust arrangement for the Sinking Fund and Project Fund.
The financial institution selected to serve in this role may also serve as Registrar and Paying Agent
for the 2020A Bonds or the Prior Bonds of the City.
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
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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 2020A
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 2020A 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
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 2020A Bonds and any BANs, 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.
If the 2020A Bonds are sold to the Authority as part of the SRF Program, the City shall
establish and maintain the books and other financial records of the Project (including the
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establishment of a separate account or subaccount for the Project) and the Utility in accordance with
(i) generally accepted governmental accounting standards for utilities on an accrual basis as
promulgated by the Governmental Accounting Standards Board, and (ii) the rules, regulations and
guidance of the State Board of Accounts.
SECTION 18. Rate Covenant. (a) 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 shall 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.
(b) This subsection (b) shall apply in lieu of the provision of subsection (a) above with
respect to the 2020A Bonds owned by the Authority as part of the SRF Program. The City
covenants and agrees that by ordinance of the Council, it will establish and maintain just and
equitable rates and charges, provided that System Development Charges shall be excluded, to the
extent permitted by law, when determining if such rates and charges are sufficient so long as the
2020A Bonds are outstanding and owned by the Authority as part of its SRF Program, 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 shall be sufficient in each
year to provide for the proper Operation and Maintenance (as defined in the Financial Assistance
Agreement) of the Utility 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, by 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. If, when the 2020A Bonds and any BANs 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 2020A Bonds and any BANs 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 2020A Bonds and any BANs 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 2020A Bonds and any BANs issued hereunder
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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 Obligations. The City reserves the right to authorize and issue
additional BANs at any time ranking on a parity with the BANs. The City reserves the right to
authorize and issue additional bonds payable out of the Net Revenues ranking on a parity with the
2020A 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:
(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 2020A 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 2020A 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. In addition, for purposes of this subsection
with respect to any additional parity bonds proposed to be issued, while the 2020A
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Bonds remain outstanding and owned by the Authority as part of its SRF Program,
Net Revenues may not include any revenues from the System Development Charges
unless the Authority provides its consent to include all or some portion of the System
Development Charges as part of the Net Revenues or otherwise consents to the
issuance of such additional parity bonds without satisfying this subsection (c).
(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.
(e) If the 2020A Bonds are sold to the Authority: (i) the City obtains the
consent of the Authority; (ii) the City has faithfully performed and is in compliance
with each of its obligations, agreements and covenants contained in the Financial
Assistance Agreement and this Ordinance; and (iii) the City is in compliance with its
System permits, except for noncompliance, the elimination of which is a purpose for
which the 2020A Bonds or the additional bonds are issued, including any refunding
bonds, are issued, so long as such issuance constitutes part of an overall plan to
eliminate such noncompliance.
SECTION 21. Further Covenants of the City. For the purpose of further safeguarding
the interests of the owners of the 2020A Bonds and any BANs, it is hereby 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.
(b) If the 2020A Bonds are sold to the Authority as part of the SRF
Program, the City shall acquire and maintain insurance coverage as required by the
Authority including fidelity bonds to protect the Utility and its operations, provided
that if the City is not so directed by the Authority, so long as any of the 2020A Bonds
or BANs are outstanding, 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, provided that if the 2020A Bonds are sold to the
Authority as part of the SRF Program, the Authority must consent to a different use
of such proceeds or awards.
(c) So long as any of the 2020A Bonds and any BANs 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, provided that if
such outstanding BANs or 2020A Bonds are sold to the Authority as part of the SRF
Program, such exception shall only apply if the Authority consents.
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(d) If the BANs or 2020A Bonds are sold to the Authority as part of the
SRF Program, the City shall not borrow any money, enter into any contract or
agreement or incur any other liabilities in connection with the Utility other than for
normal operating expenditures, without the prior written consent of the Authority if
such undertaking would involve, commit or use the revenues of the Utility.
(e) Except as otherwise specifically provided in Section 20 of this
Ordinance, so long as any of the 2020A Bonds and any BANs 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 2020A Bonds, unless all of the 2020A Bonds are
defeased, redeemed or retired coincidentally with the delivery of such additional
bonds or other obligations.
(f) 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 (f) 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.
(g) The provisions of this Ordinance shall constitute a contract by and
between the City and the owners of the 2020A Bonds and any BANs, 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 2020A Bonds and any BANs 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 22(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
2020A Bonds, provided, however, that if the 2020A Bonds or BANs are sold to the
Authority as part of the SRF Program, the City shall also obtain the prior written
consent of the Authority.
(h) The provisions of this Ordinance shall be construed to create a trust in
the proceeds of the sale of the 2020A Bonds and any BANs for the uses and purposes
herein set forth, and the owners of the 2020A Bonds and any BANs 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
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Sinking Fund for the uses and purposes of that Fund as set forth in this Ordinance.
The owners of the 2020A Bonds and any BANs 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
2020A Bonds or any BANs.
(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 2020A Bonds and any BANs and the operation of the utility.
SECTION 22. Amendments With Consent of Bondholders. Subject to the terms and
provisions contained in this section and Sections 21 and 23, the owners of not less than sixty-six and
two-thirds percent (66 2/3%) in aggregate principal amount of the 2020A Bonds and any BANs 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 if the 2020A
Bonds or BANs are sold to the Authority as part of the SRF Program, the City shall obtain the prior
written consent of the Authority, and provided further, that nothing herein contained shall permit or
be construed as permitting:
(a) An extension of the maturity of the principal of or interest or
premium, if any, on, or any mandatory sinking fund redemption date for, or an
advancement of the earliest redemption date on, any 2020A Bond or BAN, without
the consent of the holder of each 2020A Bond or BAN so affected; or
(b) A reduction in the principal amount of any 2020A Bond or BAN 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 2020A Bond or BAN 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 2020A Bonds then outstanding; or
(d) A preference or priority of any 2020A Bond or BAN over any other
2020A Bond or BAN, without the consent of the holders of all 2020A Bonds and any
BANs then outstanding; or
(e) A reduction in the aggregate principal amount of the 2020A Bonds
and any BANs required for consent to such supplemental ordinance, without the
consent of the holders of all 2020A Bonds and any BANs then outstanding; or
(f) A reduction in the Reserve Requirement.
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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 2020A Bonds and any BANs. The
Registrar shall not, however, be subject to any liability to any owners of the 2020A Bonds and any
BANs 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 2020A
Bonds and any BANs of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate
principal amount of the 2020A Bonds and any BANs 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 2020A Bonds and any BANs, whether or not such owners shall have consented
thereto.
No owner of any 2020A Bonds or BAN 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 2020A Bonds and any BANs 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 2020A Bonds and any BANs, and the terms and
provisions of the 2020A Bonds and any BANs 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 2020A Bonds and any BANs then outstanding.
SECTION 23. Amendments Without 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 2020A Bonds and
any BANs, 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 2020A Bonds and any
BANs any additional rights, remedies, powers, authority or security that may
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lawfully be granted to or conferred upon the owners of the 2020A Bonds and any
BANs;
(c) To procure a rating on the 2020A Bonds and any BANs from a
nationally recognized securities rating agency designated in such supplemental
ordinance, if such supplemental ordinance will not adversely affect the owners of the
2020A Bonds and any BANs;
(d) To obtain or maintain bond insurance with respect to the 2020A
Bonds;
(e) To provide for the refunding or advance refunding of the 2020A
Bonds;
(f) To provide for the issuance of additional bonds or BANs 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 2020A Bonds and any BANs.
Provided, however, that if the 2020A Bonds or BANs are sold to the Authority as part of the
SRF Program, the City shall obtain the prior written consent of the Authority to the foregoing.
SECTION 24. Tax Matters. In order to preserve the exclusion of interest on the 2020A
Bonds and any BANs from gross income for federal income tax purposes and as an inducement to
purchasers of the 2020A Bonds and any BANs, the City represents, covenants and agrees that:
(a) No person or entity, other than the City or another state or local
governmental unit, will use proceeds of the 2020A Bonds and any BANs or property
financed by the 2020A Bonds or “BAN proceeds other than as a member of the
general public. No person or entity other than the City or another state or local
governmental unit will own property financed by 2020A Bonds or BAN proceeds or
will have actual or beneficial use of such property pursuant to a lease, a management
or incentive payment contract, an arrangement such as take-or-pay or output contract,
or any other type of arrangement that differentiates that person's or entity's use of
such property from the use by the public at large.
(b) No portion of the principal of or interest on the 2020A Bonds and any
BANs is (under the terms of the 2020A Bonds and any BANs, this Ordinance or any
underlying arrangement), directly or indirectly, secured by an interest in property
used or to be used for any private business use or payments in respect of any private
business use or payments in respect of such property or to be derived from payments
(whether or not to the City) in respect of such property or borrowed money used or to
be used for a private business use.
(c) No 2020A Bonds or BAN proceeds will be loaned to any entity or
person other than a state or local governmental unit. No 2020A Bonds or BAN
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proceeds will be transferred, directly or indirectly, or deemed transferred to a non-
governmental person in any manner that would in substance constitute a loan of the
2020A Bonds or BAN proceeds.
(d) The City will not take any action or fail to take any action with respect
to the 2020A Bonds and any BANs that would result in the loss of the exclusion from
gross income for federal income tax purposes of interest on the 2020A Bonds and
any BANs pursuant to Section 103 of the Internal Revenue Code of 1986, as
amended (the “Code”), and the regulations thereunder as applicable to the 2020A
Bonds and any BANs, including, without limitation, the taking of such action as is
necessary to rebate or cause to be rebated arbitrage profits on 2020A Bonds or BAN
proceeds or other monies treated as 2020A Bonds or BAN proceeds to the federal
government as provided in Section 148 of the Code, and will set aside such monies,
which may be paid from investment income on funds and accounts notwithstanding
anything else to the contrary herein, in trust for such purposes.
(e) The City will file an information report on Form 8038-G with the
Internal Revenue Service as required by Section 149 of the Code.
(f) The City will not make any investment or do any other act or thing
during the period that any 2020A Bonds or BAN is outstanding hereunder which
would cause any 2020A Bonds or BAN to be an “arbitrage bond” within the meaning
of Section 148 of the Code and the regulations thereunder as applicable to the 2020A
Bonds and any BANs.
(g) It shall not be an event of default under this Ordinance if the interest
on any 2020A Bonds or BANs is not excludable from gross income for federal tax
purposes or otherwise pursuant to any provision of the Code which is not currently in
effect and in existence on the date of issuance of the 2020A Bonds and any BANs,
respectively. These covenants are based solely on current law in effect and in
existence on the date of delivery of the 2020A Bonds and any BANs, respectively.
Notwithstanding any other provisions of this Ordinance, the foregoing covenants and
authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the
2020A Bonds and any BANs from gross income under federal law (the “Tax Exemption”) need not
be complied with to the extent the City receives an opinion of nationally recognized bond counsel
that compliance with such Tax Section is unnecessary to preserve the Tax Exemption.
SECTION 25. Additional Authority. (a) The Executive 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
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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 Executive 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 2020A 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 2020A Bonds if issued without municipal bond
insurance and (b) the total debt service on the 2020A 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 2020A Bonds. If such an insurance policy or surety bond is purchased, the
Executive or Fiscal Officer are hereby authorized to execute and deliver 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. 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 27. No Conflict. The Council hereby finds and determines that the adoption of
this Ordinance and the issuance of the 2020A Bonds and any BANs 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 28. 2020 Refunding Bonds. Upon issuance by the City of the 2020 Refunding
Bonds, any reference herein to the “2012 Bond(s)” shall be replaced with “2020 Refunding Bond(s)”
and any reference herein to the “2012 Ordinance” shall be replaced with the “2020 Ordinance”.
SECTION 29. Severabilitv. If any section, paragraph or provision of this Ordinance shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance.
SECTION 30. Headings. The headings or titles of the several sections shall be solely for
convenience of reference and shall not affect the meaning, construction or effect of this Ordinance.
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SECTION 31. 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 32. Estimates of Rates and Charges. 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 33. Effectiveness. This Ordinance shall be in full force and effect from and
after its passage and signing by the Executive.
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PASSED by the Common Council of the City of Carmel, Indiana this ___ day of ______________, 1
2020, by a vote of ______ ayes and ______ nays. 2
COMMON COUNCIL FOR THE CITY OF CARMEL, INDIANA 3
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___________________________________ 6
Laura D. Campbell, President Sue Finkam, Vice-President 7
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___________________________________ ____________________________________ 9
H. Bruce Kimball Kevin D. Rider 10
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___________________________________ ____________________________________ 12
Anthony Green Jeff Worrell 13
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___________________________________ ___________________________________ 15
Tim Hannon Miles Nelson 16
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___________________________________ 18
Adam Aasen 19
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ATTEST: 21
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__________________________________ 23
Sue Wolfgang, Clerk 24
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Presented by me to the Mayor of the City of Carmel, Indiana this ____ day of 26
_________________________ 2020, at _______ __.M. 27
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____________________________________ 29
Sue Wolfgang, Clerk 30
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Approved by me, Mayor of the City of Carmel, Indiana, this _____ day of 32
________________________ 2020, at _______ __.M. 33
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____________________________________ 35
James Brainard, Mayor 36
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ATTEST: 38
___________________________________ 39
Sue Wolfgang, Clerk 40
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Prepared by: Bruce D. Donaldson 42
Barnes & Thornburg LLP 43
11 South Meridian Street 44
Indianapolis, IN 46204 45
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