10/27/2020 Ordinances 9800CITY OF GRAND ISLAND, NEBRASKA
ORDINANCE NO. 9800
PASSED AND ADOPTED OCTOBER 27, 2020
AUTHORIZING
NOT TO EXCEED
$105,000,000
COMBINED UTILITIES REVENUE REFUNDING BONDS
Approved as to Form tt
October 26, 2020 tt City Attorney
CITY OF GRAND ISLAND, NEBRASKA
ORDINANCE NO. 9800
AN ORDINANCE OF THE CITY OF GRAND ISLAND,
NEBRASKA AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF NOT TO EXCEED $105,000,000 AGGREGATE
PRINCIPAL AMOUNT OF COMBINED UTILITIES REVENUE
REFUNDING BONDS OF THE CITY FOR THE PURPOSE OF
PROVIDING FUNDS, TOGETHER WITH OTHER AVAILABLE
FUNDS OF THE CITY, FOR TAE PAYMENT AND
REDEMPTION OF CERTAIN OUTSTANDING REVENUE
BONDS PAYABLE FROM THE CITY'S ELECTRIC, SEWER
AND WATER UTILITIES; PRESCRIBING THE FORM AND
CERTAIN DETAILS OF THE BONDS AND PROVIDING FOR
THE FIXING AND ESTABLISHING OF OTHER DETAILS OF
THE BONDS; PRESCRIBING THE COVENANTS AND
AGREEMENTS TO PROVIDE FOR THE PAYMENT AND
SECURITY THEREOF; PROVIDING FOR THE PUBLICATION
OF THIS ORDINANCE IN PAMPHLET FORM; AND
AUTHORIZING CERTAIN ACTIONS AND DOCUMENTS AND
PRESCRIBING OTHER MATTERS RELATING THERETO.
BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND
ISLAND, NEBRASKA, AS FOLLOWS:
FINDINGS AND DETERMINATIONS
The Mayor and Council (the "Council") of the City of Grand Island, Nebraska (the "City"),
hereby find and determine that:
1. The City is a city of the first class and political subdivision duly organized and existing
under the laws of the State of Nebraska (the "State"), and, pursuant to Chapter 16, Reissue Revised
Statutes of Nebraska, as amended, owns and operates (a) an electric generation, transmission and
distribution system (the "Electric System"), (b) a water warks plant and water system (the "Water
System"), and (c) a wastewater treatment plant and facilities and sanitary sewer system (the "Sewer
System"), each of which is a revenue-producing facility as described in Sections 18-1803 to 18-1805,
inclusive, Reissue Revised Statutes of Nebraska, as amended (the "Act"), serving the City and its
inhabitants and others within its service area (collectively, the "Combined Utilities," as hereinafter more
fully deimed).
2. Pursuant to the Act and the ordinances set forth below, the City has heretofore issued and
has outstanding on the date hereof the following bonds and notes (collectively, the "Outstanding
Bonds") payable the revenues derived from the operation of the Electric System, Water System or Sewer
System, as indicated below:
(a) Sewer Revenue Refunding Bonds, Series 2013, dated September 17, 2013,
payable from the Sewer System, originally issued in the principal amount of $35,430,000,
ORDINANCE NO. 9800 (Cont.)
currently outstanding in the principal amount of $28,775,000, maturing and bearing interest as
follows (the "2013 Sewer Bonds"):
Maturity Principal
(Au ug st 15� Amount Interest Rate
2021 $1,035,000 4.000%
2022 975,000 5.000
2023 1,130,000 4.000
2024 1,175,000 5.000
2025 1,235,000 5.000
2026 1,295,000 3.500
2027 1,360,000 5.000
2028 1,430,000 5.000
2033 8,340,000 5.250
2038 10,800,000 5.375
The 2013 Sewer Bonds were issued pursuant to Ordinance No. 9434 (the "2013 Sewer
Ordinance"), and are redeemable at the option of the City any time on or after September 17, 2023,
at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to
the date fixed for redemption. The City, pursuant to this Ordinance, authorizes the call for
redemption the outstanding 2013 Sewer Bonds far payment and redemption on a date to be
determined pursuant to Section 212 of this Ordinance (the "2013 Sewer Redemption Date").
(b) Electric System Revenue Refunding Bonds, Series 2012, dated April 12, 2012,
payable from the Electric System, originally issued in the principal amount of $18,510,000,
currently outstanding in the principal amount of $3,980,000, maturing and bearing interest as
follows (the "2012 Electric Bonds"):
Maturity Principal
(Au ug st 15� Amount Interest Rate
2021 $1,920,000 4.000%
2022 2,060,000 4.000
The 2012 Electric Bonds were issued pursuant to Ordinance No. 9369 (the "2012 Electric
Ordinance"), and are not redeemable prior to maturity.
(c) Electric System Revenue Bonds, Series 2013, dated November 26, 2013, payable
from the Electric System, originally issued in the principal amount of $36,915,000, currently
outstanding in the principal amount of $27,455,000, maturing and bearing interest as follows (the
"2013 Electric Bonds"):
Maturity Principal
(Au u�� Amount Interest Rate
2021 $1,425,000 4.000%
2022 1,425,000 5.000
2023 3,635,000 5.000
2024 3,820,000 5.000
2025 4,010,000 5.000
2026 4,210,000 3.500
2027 4,355,000 5.000
2028 4,575,000 5.000
-2-
ORDINANCE NO. 9800 (Cont.)
The 2013 Electric Bonds were issued pursuant to Ordinance No. 9456 (the "2013 Electric
Ordinance"), and are redeemable at the option of the City any time on or after November 26, 2023
at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to
the date fixed for redemption. The City, pursuant to this Ordinance, authorizes the call for
redemption of the outstanding 2013 Electric Bonds for payment and redemption on a date to be
determined pursuant to Section 212 of this Ordinance (the "2013 Electric Redemption Date").
(d) Water Revenue and Refunding Bonds, Series 2017, dated May 4, 2017, payable
from the Water System, originally issued in the principal amount of $7,435,000, currently
outstanding in the principal amount of $6,535,000, maturing and bearing interest as follows (the
"2017 Water Bonds"):
Maturity Principal
March 15 Amount Interest Rate
2021 $310,000 2.000%
2022 320,000 2.000
2023 325,000 2.000
2024 330,000 5.000
2025 340,000 5.000
2026 345,000 3.500
2027 355,000 5.000
2028 365,000 5.000
2031 1,160,000 3.000
2034 1,275,000 3.500
2037 1,410,000 3.375
The 2017 Water Bonds were issued pursuant to Ordinance No. 9626 (the "2017 Water
Ordinance"), and are redeemable at the option of the City any time on or after May 4, 2022, at a
redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the
date fixed for redemption. The City, pursuant to this Ordinance, authorizes the call for redemption
the outstanding 2017 Water Bonds for payment and redemption on a date to be determined pursuant
to Section 212 of this Ordinance (the "2017 Water Redemption Date").
(e) Promissory Note of the City to the Nebraska Department of Environment and
Energy (formerly the Nebraska Department of Environmental Quality, "NDEE"), dated
September 12, 2014, in the maximum drawable amount of $6,200,000 under Loan Contract No.
C317867, currently outstanding in the principal amount of $5,068,877.79 (the "2014A NDEE
Note"); Amended and Restated Promissory Note of the City to NDEE, dated March 25, 2015, in
the maximum drawable amount of $29,000,000 under Loan Contract No. C317981, cunently
outstanding in the principal amount of $19,493,655.63 (the "2014B NDEE Note"); Promissory
Note of the City to NDEE dated September 17, 2015, in the maximum drawable amount of
$4,800,000 under Loan Contract No. C317984, currently outstanding in the principal amount of
$1,890,564.04 (the "2015 NDEE Note"); and Promissory Note of the City to NDEE dated
September 18, 2017, in the maximum drawable amount of $6,473,500 under Loan Contract No.
C317990, currently outstanding in the principal amount of $2,888,119.90 (the "2017 NDEE
Note"; and together with the 2014A NDEE Note, 2014B NDEE Note, and 2015 NDEE Note, the
"NDEE Notes"). The NDEE Notes are payable from the Sewer System and may be prepaid at
any time at the option of the City without penalty. The City, pursuant to this Ordinance,
authorizes notice of such prepayment to NDEE on a date to be determined pursuant to Section
212 of this Ordinance (the "NDEE Redemption Date").
-3-
ORDINANCE NO. 9800 (Cont.)
3. Since the Outstanding Bonds were issued, the rates of interest available in the market
have declined such that the City can effect a savings in interest costs by providing for payment and
redemption of the Outstanding Bonds (the "Refunded Bonds") through the issuance of combined utilities
revenue refunding bonds of the City.
4. It is necessary, desirable, advisable and in the best interests of the City that the City
provide far the payment and redemption of the Refunded Bonds by the issuance of combined utilities
revenue bonds of the City (as further described herein, the "Bonds") pursuant to the provisions of
Sections 10-142 and 18-1803 to 18-1805, inclusive, Reissue Revised Statutes of Nebraska, as amended,
the principal of and interest on such Bonds being payable solely from the revenues derived from the
operation of the Combined Utilities.
5. Other than the Outstanding Bonds identified in Paragraph 2 above, there are presently no
liens or pledges upon the revenues of the Electric System, Water System or Sewer System of the City.
6. It is hereby found and determined that it is necessary, desirable, advisable and in the best
interest of the City and of its inhabitants at this time to authorize the issuance and delivery of combined
utilities revenue bonds pursuant to the Act as herein provided to provide funds, together with available
funds of the City, for the purposes of (a) providing for the payment of the Refunded Bonds and the
redemption in full of the Refunded Bonds on the 2013 Electric Redemption Date, 2013 Sewer
Redemption Date, 2017 Water Redemption Date and NDEE Redemption Date, as applicable, and (b)
paying certain costs of issuing the Bonds.
7. All conditions, acts and things required by law to exist or to be done precedent to the
issuance of the Bonds do exist and have been done and performed in regular and due time as provided by
law.
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to the words and terms defined
elsewhere herein, the following capitalized words and terms as used in this Ordinance shall have the
following meanings:
"Act" means Sections 18-1803 to 18-1805, inclusive, Reissue Revised Statutes of Nebraska, as
amended.
"Authorized Officers" mean, each individually, the Mayor, City Administrator and Finance
Director of the City.
"Average Annual Debt Service" means the number determined by adding all of the principal
and interest which will become due when computed to the absolute maturity of the Bonds and Parity
Bonds, if any, then outstanding and all of the principal and interest of the Combined Revenue Bonds to be
issued, and dividing such total by the number of years remaining that the longest bond of any such
Combined Revenue Bonds (including the Combined Revenue Bonds to be issued) has to run to maturity.
-4-
ORDINANCE NO. 9800 (Cont.)
`Bond Counsel" means Gilmore & Bell, P.C., Omaha, Nebraska, or other attorney or iirm of
attorneys with a nationally recognized standing in the field of municipal bond financing selected by the
City.
"Bond Payment Date" means any date on which principal of or interest on any Bond is payable
at the Maturity thereof or on any Interest Payment Date.
"Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the
office of the Paying Agent.
`Bonds" means the City's Combined Utilities Revenue Refunding Bonds in the original principal
amount of not to exceed $105,000,000 authorized and issued in one or more series pursuant to this
Ordinance.
"Business Day" means a day other than a Saturday, Sunday or holiday on which the Paying
Agent is scheduled in the normal course of its operations to be open to the public far the conduct of its
banking operations.
"Cede & Co:' means Cede & Co., as nominee name of The Depository Trust Company, New
York, New York.
"City" means the City of Grand Island, Nebraska, and any successors or assigns.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations of
the Treasury Department proposed or promulgated thereunder.
"Combined Utilities" means, collectively, the Electric System, the Water System and the Sewer
System of the City.
"Combined Revenue Bonds" means collectively the Bonds, the Parity Bonds and all other
revenue bonds which are payable out of, or secured by an interest in, the income and Revenues derived
from the operation of the Combined Utilities.
"Consultant" means an independent engineer or engineering firm having a faeorable reputation
for skill and experience in the construction, financing and operation of public utilities and the preparation
of management studies and financial feasibility studies in connection therewith, selected by the City for
the purpose of carrying out the duties imposed on the Consultant by this Ordinance.
"Continuing Disclosure Undertaking" means the Continuing Disclosure Undertaking executed
by the City and dated the date of issuance and delivery of the Bonds, as amended from time to time in
accordance with its terms.
"Debt Service Fund" means the fund by that name created by Section 501 hereof.
"Debt Service Requirements" means the aggregate principal payments (whether at maturity or
pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on all
Combined Revenue Bonds for the period of time for which calculated; provided, however, that for
purposes of calculating such amount, principal and interest shall be excluded from the determination of
Debt Service Requirements to the extent that such principal or interest is payable from amounts deposited
in trust, escrowed or otherwise set aside for the payment thereof with the Paying Agent or other
commercial bank or trust company having full trust powers.
��
ORDINANCE NO. 9800 (Cont.)
"Debt Service Reserve Fund" means the fund by that name created by Section 501 hereof.
"Debt Service Reserve Requirement" means the amount determined pursuant to Section 212
herein.
"Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest
Payment Date.
"Defeasance Obligations" means any of the following obligations:
(a) United States Government Obligations that are not subject to redemption in advance of
their maturity dates; or
(b) obligations of any state or political subdivision of any state, the interest on which is
excluded from gross income for federal income tax purposes and which meet the following conditions:
(1) the obligations are (A) not subject to redemption prior to maturity or (B) the
trustee for such obligations has been given irrevocable instructions concerning their calling and
redemption and the issuer of such obligations has covenanted not to redeem such obligations
other than as set forth in such instructions;
(2) the obligations are secured by cash or United States Government Obligations that
may be applied only to principal or redemption price of and interest payments on such
obligations;
(3) such cash and the principal of and interest on such United States Government
Obligations serving as security for the obligations, plus any cash in the escrow fund, are sufficient
to meet the liabilities of the obligations;
(4) such cash and United States Government Obligations serving as security for the
obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;
(5) such cash and United States Government Obligations serving as security for the
obligations are not available to satisfy any other claims, including those against the trustee or
escrow agent; and
(6) the obligations are rated in the highest rating category by Moody's Investors
Service, Inc. (presently "Aaa") ar Standard & Poor's Ratings Group (presently "AAA").
"Electric System" means all properties and assets, real and personal and tangible and intangible,
of the City, now or hereafter existing, used for or pertaining to the generation, transmission and
distribution and sale of electric power and energy, together with all extensions and improvements thereto
hereafter made or acquired by the City; provided that, where the City is a co-owner with another person
of an asset or property, only the City's ownership share of such asset or property, or of any addition,
extension and improvement of the asset or property, so co-owned shall be included in the Electric System
hereunder; and provided further, that the Electric System hereunder shall not include any facilities for the
generation, transmission and distribution of electric power and energy constructed or acquired by the City
as a separate utility system with the proceeds of sale of bonds or other evidences of indebtedness (other
than Bonds) which shall be payable solely from the revenues or other income derived from the ownership
or operation of such separate utility system.
�:�
ORDINANCE NO. 9800 (Cont.)
�
�.
assigns.
"Escrow Agent" means BOKF, National Association, Lincoln, Nebraska, and any successors and
"Escrow AgreemenY' means the document by that name between the City and the Escrow
Agent, providing far the Escrow Agent to hold that portion of the proceeds of the Bonds and other funds
of the City required for payment of principal of and interest on the Refunded Bonds and 2012 Electric
Bonds, as necessary, from the date of settlement of the Bonds to and including the 2013 Electric
Redemption Date, 2013 Sewer Redemption Date, 2017 Water Redemption Date, and NDEE Redemption
Date, as applicable.
"Expenses" means all reasonable and necessary expenses of operation, maintenance and repair of
the Combined Utilities and keeping the Combined Utilities in good repair and working order (other than
interest paid on Combined Revenue Bonds and depreciation and amortization charges during the period of
determination), determined in accordance with generally accepted accounting principles, including,
without limiting the generality of the foregoing, current maintenance charges, expenses of reasonable
upkeep and repairs, salaries, wages, costs of materials and supplies, Paying Agent fees and expenses,
annual audits, periodic Consultant's reports, properly allocated share of charges for insurance, the cost of
purchased water, gas and power, if any, obligations (other than for borrowed money or for rents payable
under capital leases) incurred in the ordinary course of business, liabilities incurred by endorsement far
collection or deposit of checks or drafts received in the ordinary course of business, short-term obligations
incurred and payable within a particular fiscal year, other obligations or indebtedness incurred for the
purpose of leasing (pursuant to a true or operating lease) equipment, fixtures, inventory or other personal
property, and all other expenses incident to the operation of the Combined Utilities, but shall exclude all
general administrative expenses of the City not related to the operation of the Combined Utilities.
"Insurance Consultant" means an individual or firm selected by the City qualiiied to survey
risks and to recommend insurance coverage for entities engaged in operations similar to those of the
Combined Utilities and having a favorable reputation for skill and experience in making such surveys and
recommendations.
"Interest Payment Date" means the Stated Maturity of an installment of interest on any Bond.
"Maturity" when used with respect to any Bond means the date on which the principal of such
Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof ar
call for optional or mandatory redemption or otherwise.
"Net Revenues Available for Debt Service" means, for the period of determination, all
Revenues less all Expenses as determined in accordance with generally accepted accounting principles.
herein.
hereof.
"Original Purchaser" means the underwriting firm or iirms determined pursuant to Section 212
"Ordinance" means this Ordinance as from time to time amended in accordance with the terms
"Outstanding" means, when used with reference to Bonds, as of any particular date, all Bonds
theretofore issued and delivered hereunder, except the following Bonds:
(a) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying
Agent far cancellation;
-7-
ORDINANCE NO. 9800 (Cont.)
(b) Bonds deemed to be paid in accordance with the provisions of Section 1101
hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and
delivered hereunder.
"Parity Bonds" means the Bonds, together with any additional parity bonds or other long-term
obligations payable out of the net income and revenues of the Combined Utilities hereafter issued or
incurred in accordance with the provisions of this Ordinance and standing on a parity and equality with
the Bonds with respect to the payment of principal and interest out of the net income and Revenues of the
Combined Utilities, so long as any such bonds remain outstanding and unpaid or until provision is made
for the payment and defeasance of such bonds.
"Parity Ordinances" means this Ordinance and any other Ordinance under which any additional
Parity Bonds are hereafter issued.
"Participants" means those financial institutions for whom the Securities Depository effects
book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of
Participants exists at the time of such reference.
"Participating Underwriter" has the meaning ascribed thereto in the Continuing Disclosure
Undertaking.
assigns.
"Paying Agent" means BOKF, National Association, Lincoln, Nebraska, and any successors and
"Paying Agent Agreement" means the Registrar and Paying Agent Agreement between the City
and the Paying Agent, authorized by Section 203 hereof.
"Permitted Investments" means any of the following securities and obligations, if and to the
extent the same are at the time legal for investment of the City's money held in the funds referred to in
Section 501 hereof:
(a) United States Government Obligations;
(b) bonds, notes or other obligations of any political subdivision of the State, that at
the time of their purchase are rated in either of the two highest rating categories by a nationally
recognized rating service;
(c) repurchase agreements with any bank, bank holding company, savings and loan
association, trust company, or other financial institution organized under the laws of the United
States of America or any state, that are continuously and fully secured by any one or more of the
securities described in clause (a) or (b) above and have a market value, exclusive of accrued
interest, at all times at least equal to the principal amount of such repurchase agreement and are
held in a custodial or trust account for the benefit of the City;
(d) obligations of the Federal National Mortgage Association, the Government
National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit
Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks,
Farmers Home Administration and Federal Home Loan Mortgage Corporation;
-8-
ORDINANCE NO. 9800 (Cont.)
(e) certificates of deposit or time deposits, whether negotiable ar nonnegotiable,
issued by any bank or trust company organized under the laws of the United States of America or
any state, provided that such certificates of deposit or time deposits shall be either (1)
continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously
and fully secured by such securities as are described above in clauses (a) through (c) above,
inclusive, which shall have a market value, exclusive of accrued interest, at all times at least equal
to the principal amount of such certificates of deposit or time deposits; and
(� any other securities ar investments that are lawful for the investment of money
held in such funds or accounts under the laws of the State.
"Person" means any natural person, corporation, partnership, firm, joint venture, association,
joint-stock company, trust, unincorporated arganization, ar government or any agency or political
subdivision thereof or other public body.
"Purchase Agreement" means the Bond Purchase Agreement between the City and the Original
Purchaser authorized by Section 211 hereof.
"Qualifed Financial Institution" means a bank, trust company, national banking association,
insurance company or other financial services company or entity whose unsecured long-term debt
obligations (in the case of a bank, trust company, national banking association or other financial services
company or entity) or whose claims paying abilities (in the case of an insurance company) are rated in
either of the two highest categories by a nationally recognized rating agency.
"Rebate Fund" means the fund by that name referred to in Section 501 hereof.
"Record Date" for the interest payable on any Interest Payment Date means the 15th day
(whether or not a Business Day) next preceding such Interest Payment Date.
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for such redemption pursuant to the terms of this Ordinance.
"Redemption Price" when used with respect to any Bond to be redeemed means the price at
which such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable
redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before
the Redemption Date.
"Replacement Bonds" means Bonds issued to the beneficial owners of the Bonds in accardance
with Section 207 hereof.
"Revenue Fund" means the fund by that name created by Section 501 hereof.
"Revenues" means all rates, rentals, fees and charges, earnings, income, revenues, and other
monies, from any source derived by the City through its ownership and the operation of the Combined
Utilities, including, without limiting the generality of the foregoing, (i) all income, fees, charges, receipts,
profits and other moneys derived from the sale, furnishing or supplying of the services, facilities,
commodities of the Combined Utilities; (ii) the earnings on and the income from the investment of any
moneys held in funds under this Ordinance; (iii) the earnings on and the income from the investment of
other moneys derived from the ownership or operation of the Combined Utilities to the extent that such
earnings and income are allocated by or pursuant to law to the Combined Utilities; (iv) special assessment
payments and payments in aid of construction; (v) the proceeds derived by the City directly or indirectly
-9-
ORDINANCE NO. 9800 (Cont.)
from the sale, lease or other disposition of all or a part of the Combined Utilities, and the proceeds of
insurance and condemnation awards received with respect to the Combined Utilities; (vi) any amounts
deposited in escrow in connection with the acquisition, construction, remodeling, renovation and
equipping of facilities to be applied during the period of determination to pay interest on Combined
Revenue Bonds; and (vii) any other moneys of the City which are required by the provisions hereof to be
applied to the payment of Bonds; provided, however, that Revenues shall not include (A) customers',
deposits or any other deposits subject to refund, until such deposits have become the property of the City,
(B) earnings on and income derived from the investment of moneys or Defeasance Obligations being held
irrevocably for the retirement of indebtedness of the Combined Utilities, ar(C) moneys deposited with
the City by employees for employee benefit purposes.
"Securities Depository" means, initially, The Depository Trust Company, New York, New York,
and its successors and assigns.
"Sewer System" means the entire wastewater treatment plant and facilities and sanitary sewer
system owned and operated by the City for the collection, treatment and disposal of sewage, to serve the
needs of the City and its inhabitants and others, including all appurtenances and facilities connected
therewith or relating thereto, together with all extensions, improvements, additions and enlargements
thereto hereafter made or acquired by the City.
"Special Record Date" means the date iixed by the Paying Agent pursuant to Section 204 hereof
for the payment of Defaulted Interest.
"State" means the State of Nebraska.
"Stated Maturity" when used with respect to any Bond or any installment of interest thereon
means the date specified in such Bond and this Ordinance as the iixed date on which the principal of such
Bond or such installment of interest is due and payable.
"Surplus Fund" means the fund by that name created by Section 501 hereof.
"Tax Certifcate" means the Federal Tax Certificate executed and delivered by the City in
connection with the issuance of any Tax-Exempt Bonds, as the same may be amended or supplemented in
accordance with the provisions thereof.
"Tax-Exempt Bonds" means any Bonds which are designated as such pursuant to Section 212,
and for which Bond Counsel delivers an opinion on the date of delivery of such Bonds that interest is
excludable from gross income for federal income tax purposes.
"United States Government Obligations" means bonds, notes, certificates of indebtedness,
treasury bills or other securities constituting direct obligations of, or obligations the principal of and
interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United
States of America, including evidences of a direct ownership interest in future interest or principal
payments on obligations issued or guaranteed by the United States of America (including the interest
component of obligations of the Resolution Funding Corporation), or securities which represent an
undivided interest in such obligations, which obligations are rated in the highest rating category by a
nationally recognized rating service, and such obligations are held in a custodial or trust account for the
benefit of the City.
"Water System" means the entire waterworks plant and system owned and operated by the City
for the production, storage, treatment and distribution of water, to serve the needs of the City and its
-10-
ORDINANCE NO. 9800 (Cont.)
inhabitants and others, including all appurtenances and facilities connected therewith or relating thereto,
together with all extensions, improvements, additions and enlargements thereto hereafter made or
acquired by the City.
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. The City is authorized and directed to issue the Bonds in
the principal amount of not to exceed $105,000,000 (the "Bonds"), for the purposes of (a) providing a
portion of the funds necessary to pay the principal of and interest on the Refunded Bonds to and including
the 2013 Electric Redemption Date, 2013 Sewer Redemption Date, 2017 Water Redemption Date and
NDEE Redemption Date, as applicable, (b) depositing funds, a surety or other suitable instrument into the
Debt Service Reserve Fund (if any, as determined pursuant to Section 212 herein), and (c) paying certain
costs of issuing the Bonds, as provided in this Ordinance.
Section 202. Description of Bonds. The Bonds shall consist of fully registered bonds,
numbered from R-1 upward in order of issuance, in denominations of $5,000 or any integral multiple
thereof, and bearing a series designation of the calendar year in which the Bonds are issued. The Bonds
shall be subj ect to registration, transfer and exchange as provided in Section 205 hereo£ All of the Bonds
shall be dated the date of delivery thereof, shall become due and payable in the amounts on the Stated
Maturities, subject to redemption and payment prior to their Stated Maturities as provided in Article III
hereof, and shall bear interest at the rates determined by the Authorized Ofiicer in accordance with the
provisions of Section 212 hereof. The Bonds shall bear interest computed on the basis of a 360-day year
of twelve 30-day months from the date thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.
Each of the Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be
in substantially the form set forth in Exhibit A attached hereto.
Section 203. Designation of Paying Agent. The Paying Agent is hereby designated as the
City's (a) paying agent far the payment of principal of and interest on the Bonds and (b) bond registrar
with respect to the registration, transfer and exchange of Bonds (the "Paying Agent"). The City is
hereby authorized to enter into the Bond Registrar and Paying Agent Agreement dated the date of the
Bonds, between the City and the Paying Agent, in substantially the form approved by an Authorized
Officer. The Mayor is authorized to execute the Registrar Agreement with such changes therein as such
official deems appropriate, for and on behalf of and as the act and deed of the City.
The City will at all times maintain a Paying Agent meeting the qualifications herein described for
the performance of the duties hereunder. The City reserves the right to remove the Paying Agent and
appoint a successor Paying Agent by (1) filing with the bank or trust company then performing such
function a certified copy of the proceedings giving notice of the termination of such bank or trust
company and appointing a successar, and (2) causing notice to be given by iirst class mail to each
registered owner. No resignation or removal of the Paying Agent shall become effective until a successor
has been appointed and has accepted the duties of the Paying Agent.
Each Paying Agent appointed hereunder shall at all times be a commercial banking association or
corporation ar trust company organized and in good standing and doing business under the laws of the
United States of America or of the State, authorized under such laws to exercise trust powers and subject
to supervision or examination by federal or state regulatory authority.
-11-
ORDINANCE NO. 9800 (Cont.)
The Paying Agent shall be paid the usual fees and expenses for its services in connection
therewith, which fees and expenses shall be paid as other Expenses are paid.
Section 204. Method and Place of Payment of Bonds. The principal or Redemption Price of
and interest on the Bonds shall be payable in any coin or currency of the United States of America that,
on the respective dates of payment thereof, is legal tender for the payment of public and private debts.
The principal or Redemption Price of each Bond shall be paid at Maturity by check or draft to the
Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon
presentation and surrender of such Bond at the designated corporate trust office of the Paying Agent.
The interest payable on each Bond on any Interest Payment Date shall be paid to the registered
owner of such Bond as shown on the Bond Register at the close of business on the Recard Date for such
interest by check or draft mailed by the Paying Agent to such registered owner at the address shown on
the Bond Register.
Notwithstanding the foregoing provisions of this Section 204, any Defaulted Interest with respect
to any Bond shall cease to be payable to the registered owner of such Bond on the relevant Record Date
and shall be payable to the registered owner in whose name such Bond is registered at the close of
business on the Special Record Date far the payment of such Defaulted Interest, which Special Record
Date shall be fixed as hereinafter specified in this paragraph. The City shall notify the Paying Agent in
writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the
proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent)
and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment. Following
receipt of such funds, the Paying Agent shall iix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment.
The Paying Agent shall promptly notify the City of such Special Record Date and, in the name and at the
expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed by first class mail, postage prepaid, to each registered owner of a Bond
entitled to such notice at the address of such registered owner as it appears on the Bond Register not less
than 10 days prior to such Special Record Date.
The Paying Agent shall keep a record of payment of principal and Redemption Price of and
interest on all Bonds and shall at least annually forward a copy or summary of such records to the City.
Section 205. Registration, Transfer and Exchange of Bonds. The City covenants that, as long
as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the offce of the
Paying Agent for the registration, transfer and exchange of Bonds as herein provided. Each Bond when
issued shall be registered in the name of the Owner thereof on the Bond Register.
Bonds may be transferred and exchanged only on the Bond Register as provided in this Section
205. Upon surrender of any Bond at the principal corporate trust office of the Paying Agent, the Paying
Agent shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of
the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented far
transfer or exchange. Bonds presented for transfer or exchange shall be accompanied by a written
instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of
signature satisfactory to the Paying Agent, duly executed by the registered owner thereof or by the
registered owner's duly authorized agent.
-12-
ORDINANCE NO. 9800 (Cont.)
In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying
Agent shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. The City
shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds
provided for by this Ordinance and the cost of printing a reasonable supply of registered bond blanks.
Any additional costs or fees that might be incurred in the secondary market, other than fees of the Paying
Agent, are the responsibility of the registered owners of the Bonds. In the event any registered owner
fails to provide a correct taacpayer identiiication number to the Paying Agent, the Paying Agent may make
a charge against such registered owner sufiicient to pay any governmental charge required to be paid as a
result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the
Paying Agent from amounts otherwise payable to such registered owner hereunder or under the Bonds.
The City and the Paying Agent shall not be required (a) to register the transfer or exchange of any
Bond after notice calling such Bond or portion thereof for redemption has been given or during the period
of 15 days next preceding the first mailing of such notice of redemption, ar(b) to register the transfer or
exchange of any Bond during a period beginning at the opening of business on the day after receiving
written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on
the date fixed far the payment of Defaulted Interest pursuant to Section 204 hereof.
The City and the Paying Agent may deem and treat the Person in whose name any Bond is
registered on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or
not, far the purpose of receiving payment of, or on account of, the principal or Redemption Price of and
interest on such Bond and for all other purposes. All payments so made to any such registered owner or
upon the registered owner's order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be
affected by any notice to the contrary.
At reasonable times and under reasonable regulations established by the Paying Agent, the Bond
Register may be inspected and copied by the registered owners (or a designated representative thereo fl of
10% or more in principal amount of the Bonds then Outstanding or any designated representative of such
registered owners to be evidenced to the satisfaction of the Paying Agent.
Section 206. Execution, Authentication and Delivery of Bonds. The Mayor and City Clerk are
hereby authorized and directed to prepare and execute the Bonds as herein specified, and when duly
executed, to deliver the Bonds to the Paying Agent for authentication.
Each of the Bonds, including any Bonds issued in exchange or as substitution for the Bonds
initially delivered, shall be signed by the manual or facsimile signature of the Mayor, attested by the
manual or facsimile signature of the City Clerk, and shall have the official seal of the City affixed thereto
or imprinted thereon. In case any officer whose signature appears on any Bonds ceases to be such officer
before the delivery of such Bonds, such signature shall nevertheless be valid and su�cient for all
purposes, as if such person had remained in off'ice until delivery. Any Bond may be signed by such
persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond
although at the date of such Bond such persons may not have been such officers.
The Bonds shall have endorsed thereon a certificate of authentication substantially in the form set
forth in Exhibit A attached hereto, which shall be manually executed by an authorized officer or
employee of the Paying Agent, but it shall not be necessary that the same officer or employee sign the
certiiicate of authentication on all of the Bonds that may be issued hereunder at any one time. No Bond
shall be entitled to any security or benefit under this Ordinance or be valid or obligatory for any purpose
unless and until such certiiicate of authentication has been duly executed by the Paying Agent. Such
-13-
ORDINANCE NO. 9800 (Cont.)
executed certiiicate of authentication upon any Bond shall be conclusive evidence that such Bond has
been duly authenticated and delivered under this Ordinance. Upon authentication, the Paying Agent shall
deliver the Bonds to the Original Purchaser, upon payment of the purchase price of the Bonds plus
accrued interest thereon to the date of their delivery.
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds. If (a) any mutilated Bond is
surrendered to the Paying Agent, or the City and the Paying Agent receive evidence to its satisfaction of
the destruction, loss or theft of any Bond, and (b) there is delivered to the Paying Agent such security or
indemnity as may be required by the Paying Agent, then, in the absence of notice to the Paying Agent that
such Bond has been acquired by a bona iide purchaser, the City shall execute and, upon the City's
request, the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost ar stolen Bond, a new Bond of the same Stated Maturity and of like tenar and principal
amount.
If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and
payable, the City in its discretion may pay such Bond instead of issuing a new Bond.
Upon the issuance of any new Bond under this Section 207, the City may require the payment by
the registered owner of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent)
connected therewith.
Every new Bond issued pursuant to this Section 207 shall constitute a replacement of the prior
obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and ratably with
all other Outstanding Bonds.
Section 208. Cancellation and Destruction of Bonds Upon Payment. All Bonds that have
been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before
maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and
surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary
practices of the Paying Agent and applicable record retention laws. The Paying Agent shall execute a
certificate in duplicate describing the Bonds so cancelled and destroyed and shall file an executed
counterpart of such certificate with the City.
Section 209. Book-Entry Bonds; Securities Depository.
(a) The Bonds shall initially be registered to Cede & Co., the nominee for the Securities
Depository, and no beneficial owner will receive certificates representing their respective interests in the
Bonds, except in the event the Paying Agent issues Replacement Bonds as provided in Section 209(b)
hereof. It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry
transfers among its Participants and receive and transmit payment of principal or Redemption Price of and
interest on, the Bonds to the Participants until and unless the Paying Agent authenticates and delivers
Replacement Bonds to the beneficial owners as described in Section 209(b) hereof.
(b) Subject to any operational requirements of the Securities Depository, (1) if the City
determines (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B)
that the Securities Depository is no longer qualiiied to act as a securities depository and registered
clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation
of a book-entry system to the exclusion of any Bonds being issued to any registered owner other than
Cede & Co. is no longer in the best interests of the beneficial owners of the Bonds, or (2) if the Paying
Agent receives written notice from Participants having interests in not less than 50% of the Bonds
-14-
ORDINANCE NO. 9800 (Cont.)
Outstanding, as shown on the records of the Securities Depository (and certiiied to such effect by the
Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being
issued to any registered owner other than Cede & Co. is no longer in the best interests of the beneiicial
owners of the Bonds, then the Paying Agent shall notify the registered owners of such determination or
such notice and of the availability of certificates to Owners requesting the same, and the Paying Agent
shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or
their nominees in principal amounts representing the interest of each, making such adjustments as it may
flnd necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in
the case of a determination under Sections 209(b)(1)(A) or (b)(1)(B) hereof, the City, with the consent of
the Paying Agent, may select a successor securities depository in accordance with this Section 209(c) to
effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to
the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance
of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the
Securities Depository shall be deemed to be imposed upon and performed by the Paying Agent, to the
extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the
City, the Paying Agent or registered owners are unable to locate a qualified successor of the Securities
Depository in accordance with this Section 209(c), then the Paying Agent shall authenticate and cause
delivery of Replacement Bonds to registered owners, as provided herein. The Paying Agent may rely on
information from the Securities Depository and its Participants as to the names of the beneficial owners of
the Bonds. The cost of printing Replacement Bonds shall be paid for by the City.
(c) In the event the Securities Depository resigns, is unable to properly discharge its
responsibilities, or is no longer qualiiied to act as a securities depository and registered clearing agency
under the Securities Exchange Act of 1934, as amended, the City may appoint a successor Securities
Depository provided the Paying Agent receives written evidence satisfactory to the Paying Agent with
respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such
successor Securities Depository shall be a securities depository which is a registered clearing agency
under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation that
operates a securities depository upon reasonable and customary terms. The Paying Agent upon its receipt
of a Bond or Bonds far cancellation shall cause the delivery of Bonds to the successar Securities
Depository in appropriate denominations and form as provided herein.
Section 210. Preliminary and Final Official Statement. The Authorized Officers, or each
individually, are hereby authorized to approve and deem final a Preliminary Official Statement and a final
Official Statement on behalf of the City all in accordance with the requirements of Rule 15c2-12 of the
Securities and Exchange Commission. The use and public distribution of the final Official Statement by
the Original Purchaser in connection with the reoffering of the Bonds is hereby authorized. The
Authorized Off'icers are hereby authorized to execute and deliver a certificate pertaining to such Official
Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.
The City agrees to provide to the Original Purchaser within seven Business Days of the date of
the sale of Bonds sufficient copies of the final Official Statement to enable the Original Purchaser to
comply with the requirements of Rule 15c2-12(b)(4) of the Securities and Exchange Commission and
with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board.
Section 211. Sale of Bonds. The Authorized Officers, or each individually, are hereby
authorized to enter into the Bond Purchase Agreement between the City and the Original Purchaser in
substantially the form as approved by an Authorized Officer, under which the City agrees to sell the
Bonds to the Original Purchaser at a purchase price within the limitations speciiied in Section 212 hereof,
plus accrued interest to the date of delivery, upon the terms and conditions set forth therein and with such
changes therein as shall be approved by an Authorized Officer, which offcer is hereby authorized to
���
ORDINANCE NO. 9800 (Cont.)
execute the Bond Purchase Agreement for and on behalf of the City, such officer's signature thereon
being conclusive evidence of his or her approval thereof.
Section 212. Authorization of Officers. (a) The Authorized Officers, or each individually, are
hereby authorized and directed, in the exercise of his or her own independent judgment and absolute
discretion, to hereafter, from time to time, specify, set, designate, detertnine, establish and appoint, as the
case may be, and in each case in accordance with and subject to the provisions of this Ordinance, (1) the
date of original issue of the Bonds, (2) the aggregate stated principal amount of Bonds to be issued, which
shall in no event exceed $105,000,000, (3) any original issue premium or original issue discount properly
allocable to each maturity of the Bonds, (4) the principal payment dates for the Bonds and the principal
amount of Bonds to mature on each of such dates, (5) the date of final maturity of the Bonds, which shall
in no event be later than August 15, 2039 (6) the date or dates upon which the Bonds shall be sold, (7) the
rate or rates of interest to be carried by each maturity of the Bonds, provided the refunding of the
Refunded Bonds results in aggegate present value savings, (8) the method by which such rate or rates of
interest shall be calculated and the interest payment dates and record date for the Bonds, (9) whether or
not the Bonds shall be subject to redemption prior to their stated maturity and, if subject to such prior
redemption, (A) the provisions and procedures governing such prior redemption, (B) the nature of any
notice to be given in the event of any such prior redemption, (C) the redemption price or prices payable
upon such redemption (not to exceed 104%) and (D) the respective periods in which each redemption
price shall be payable, (10) the amount and due date of each sinking fund installment for Bonds that are
term Bonds, (11) the Paying Agent and Registrar for the Bonds, (12) whether a Debt Service Reserve
Fund shall be established for the Bonds and, if so, the amount and nature of the Debt Service Reserve
Requirement, which may be in the form of cash, a surety or other suitable instrument, (13) the
underwriting discount, not to exceed 0.450% of the stated principal amount of the Bonds, and the price at
which the Bonds shall be sold to a bank (if sold through a private placement) or the Original Purchaser (if
sold through a negotiated sale), (13) whether the Bonds shall be issued as Tax-Exempt Bonds or with
taxable interest, (14) the form, contents, terms and provisions of the Bond Purchase Agreement and the
Paying Agent and Registrar Agreement (each as hereinafter defined), (15) the form and contents of any
closing and other documentation executed and delivered by the City in connection with the authorization,
issuance, sale and delivery of the Bonds, (16) any transfer restrictions relating to the Bonds, and (17) all
of the other terms of the Bonds not otherwise determined or fixed by the provisions of this Resolution.
(b) The Authorized Officers, or each individually, are hereby authorized to call (i) the 2013
Electric Bonds for redemption on such date determined appropriate by an Authorized Officer in
accordance with the 2013 Electric Ordinance(the "2013 Electric Redemption Date"), (ii) the 2013 Sewer
Bonds far redemption on such date determined appropriate by an Authorized Officer in accordance with
the 2013 Sewer Ordinance (the "2013 Sewer Redemption Date"), the 2017 Water Bonds for redemption
on such date determined appropriate by an Authorized Officer in accordance with the 2017 Water
Ordinance (the "2017 Water Redemption Date"), and the NDEE Notes for prepayment on such date
determined appropriate by an Authorized Officer in accordance with the loan agreements governing the
NDEE Notes (the "NDEE Redemption Date"). The Authorized Officers, or each individually, are hereby
authorized to designate, approve, execute and deliver, as the case may be the form, content, terms and
provisions of any direction for call, notice of redemption, or other certification or action with respect to
the payment and redemption of the Outstanding Bonds on the applicable redemption dates.
-16-
ORDINANCE NO. 9800 (Cont.)
ARTICLE III
REDEMPTION OF BONDS
Section 301. (a) Optional Redemption by City. At the option of the City, Bonds or
portions thereof may be called for redemption and payment prior to their Stated Maturity at any time on
or after such dates of redemption and at the Redemption Prices determined by an Authorized Ofiicer in
accordance with the provisions of Section 212 hereof.
(b) Mandatory Redemption. Any Bonds issued as "term bonds" shall be subject to
mandatory redemption and payment prior to Stated Maturity pursuant to the mandatory redemption
requirements of this Section at a Redemption Price equal to 100% of the principal amount thereof plus
accrued interest to the Redemption Date.
At its option, to be exercised on or before the 45th day next preceding any mandatory redemption
date, the City may: (1) deliver to the Paying Agent for cancellation term bonds subject to mandatory
redemption on said mandatory Redemption Date, in any aggregate stated principal amount desired; or (2)
furnish the Paying Agent funds, together with appropriate instructions, for the purpose of purchasing any
term bonds subject to mandatory redemption on said mandatory Redemption Date from any Registered
Owner thereof whereupon the Paying Agent shall expend such funds for such purpose to such extent as
may be practical; or (3) receive a credit with respect to the mandatory redemption obligation of the City
under this Section for any term bonds subject to mandatory redemption on such mandatory redemption
date which, prior to such date, have been redeemed (other than through the operation of the mandatory
redemption requirements of this Section 301(b)) and cancelled by the Paying Agent and not theretofore
applied as a credit against any redemption obligation under this Section 301(b). Each term bond so
delivered or previously purchased ar redeemed shall be credited at 100% of the principal amount thereof
on the obligation of the City to redeem term bonds of the same Stated Maturity on such mandatory
redemption date, and any excess of such amount shall be credited on future mandatory redemption
obligations for term bonds of the same Stated Maturity in chronological order, and the principal amount
of term bonds of the same Stated Maturity to be redeemed by operation of the requirements of this
Section shall be accordingly reduced. If the City intends to exercise any option granted by the provisions
of clauses (1), (2) or (3) above, the City will, on or before the 45th day next preceding each mandatory
Redemption Date, furnish the Paying Agent a written certificate indicating to what extent the provisions
of said clauses (1), (2) and (3) are to be complied with respect to such mandatory redemption payment.
Section 302. Selection of Bonds to Be Redeemed.
(a) The Paying Agent shall call Bonds for redemption and payment and shall give notice of
such redemption as herein provided upon receipt by the Paying Agent of written instructions of the City
specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds
to be called for redemption. The Paying Agent may in its discretion waive such notice period so long as
the notice requirements set forth in Section 303 hereof are met.
(b) Bonds shall be redeemed only in the principal amount of $5,000 ar any integral multiple
thereof. When less than all of the Outstanding Bonds are to be redeemed, such Bonds shall be redeemed
in such principal amount and from the Stated Maturities selected by the City, and Bonds of less than a full
Stated Maturity shall be selected by the Paying Agent in $5,000 units of principal amount in such
equitable manner as the Paying Agent may determine.
(c) In the case of a partial redemption of Bonds when Bonds of denominations greater than
$5,000 are then Outstanding, then for all purposes in connection with such redemption each $5,000 of
-17-
ORDINANCE NO. 9800 (Cont.)
face value shall be treated as though it were a separate Bond of the denomination of $5,000. If it is
determined that one or more, but not all, of the $5,000 units of face value represented by any Bond are
selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the registered
owner of such Bond or the registered owner's duly authorized agent shall present and surrender such
Bond to the Paying Agent (1) for payment of the Redemption Price and interest to the Redemption Date
of such $5,000 unit or units of face value called for redemption, and (2) for exchange, without charge to
the registered owner thereof, for a new Bond or Bonds of the aggregate principal amount of the
unredeemed portion of the principal amount of such Bond. If the registered owner of any such Bond fails
to present such Bond to the Paying Agent for payment and exchange as provided, such Bond shall,
nevertheless, become due and payable on the Redemption Date to the extent of the $5,000 unit or units of
face value called for redemption (and to that extent only).
Section 303. Notice and Effect of Call for Redemption. Unless waived by any registered
owner of Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on
behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days
prior to the Redemption Date, to the Original Purchaser of the Bonds and each registered owner of the
Bonds to be redeemed at the address shown on the Bond Register.
All ofiicial notices of redemption shall be dated and shall contain the following information:
(a) the Redemption Date;
(b) the Redemption Price;
(c) if less than all Outstanding Bonds are to be redeemed the identification (and, in
the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be
redeemed;
(d) a statement that on the Redemption Date the Redemption Price will become due
and payable upon each Bond or portion thereof called for redemption and that interest thereon
shall cease to accrue from and after the Redemption Date; and
(e) the place where such Bonds are to be surrendered for payment of the Redemption
Price, which shall be the principal corporate trust office of the Paying Agent.
The failure of any registered owner to receive notice given as heretofore provided ar an
immaterial defect therein shall not invalidate any redemption.
Prior to any Redemption Date, the City shall deposit with the Paying Agent an amount of money
sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be redeemed on
that date.
Ofiicial notice of redemption having been given as provided, the Bonds or portions of Bonds to
be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein
specified, and from and after the Redemption Date (unless the City defaults in the payment of the
Redemption Price) such Bonds or portion of Bonds shall cease to bear interest. Upon surrender of such
Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds shall be paid
by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as
herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there
shall be prepared for the registered owner a new Bond or Bonds of the same Stated Maturity in the
-18-
ORDINANCE NO. 9800 (Cont.)
amount of the unpaid principal as provided herein. All Bonds that have been redeemed shall be cancelled
and destroyed by the Paying Agent as provided herein and shall not be reissued.
The Paying Agent is also directed to comply with any mandatory or voluntary standards
established by the Securities and Exchange Commission then in effect for processing redemptions of
municipal securities. Failure to comply with such standards shall not affect ar invalidate the redemption
of any Bond.
So long as the Securities Depository is effecting book-entry transfers of the Bonds, the City or the
Paying Agent shall provide the notices speciiied in this Section 303 to the Securities Depository. It is
expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in
turn, will notify or cause to be notified the beneficial owners. Any failure on the part of the Securities
Depository or a Participant, or failure on the part of a nominee of a beneficial owner of a Bond (having
been mailed notice from the Paying Agent, a Participant or otherwise) to notify the beneficial owner of
the Bond so affected, shall not affect the validity of the redemption of such Bond.
ARTICLE IV
SECURITY FOR BONDS
Section 401. Security for Bonds. The Bonds are special obligations of the City payable solely
from, and secured as to the payment of principal or Redemption Price of and interest by a pledge of, the
net income and revenues derived from the operation of the Combined Utilities, after providing far the
costs of operation and maintenance thereof, including operating income, investment income, gifts,
bequests, contributions, grants and other money made available to the City with respect to the Combined
Utilities from sources other than funds raised by taxation. The City hereby pledges such net income and
revenues to the payment of the principal or Redemption Price of and interest on the Bonds. The Bonds
shall not be or constitute a general obligation of the City, nor shall they constitute an indebtedness of the
City within the meaning of any constitutional, statutory or charter provision, limitation or restriction, and
the taxing power of the City is not pledged to the payment of the Bonds, either as to principal,
Redemption Price or interest.
The covenants and agreements of the City contained in this Ordinance and in the Bonds shall be
for the equal benefit, protection and security of the registered owners of any or all of the Bonds, all of
which Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond
in the application of the funds herein pledged to the payment of the principal ar Redemption Price of and
the interest on the Bonds, or otherwise, except as to rate of interest, date of maturity and right of prior
redemption as provided in this Ordinance. The Bonds shall stand on a parity and be equally and ratably
secured with respect to the payment of principal or Redemption Price and interest from the net income
and revenues derived from the operation of the Combined Utilities and in all other respects with any
Parity Bonds. The Bonds shall not have any priority with respect to the payment of principal,
Redemption Price or interest from such net income and revenues or otherwise over the Parity Bonds and
the Parity Bonds shall not have any priority with respect to the payment of principal or interest from such
net income and revenues or otherwise over the Bonds.
-19-
ORDINANCE NO. 9800 (Cont.)
ARTICLE V
FUNDS; DEPOSIT AND AppLICATION OF
BOND PROCEEDS AND OTHER MONEY
Section 501. Establishment of Funds. There are hereby created or ratified and ordered to be
established and maintained in the treasury of the City the following separate funds to be known
respectively as follows:
(a) Combined Utilities Revenue Fund (the `�Revenue Fund").
(b) Debt Service Fund for Combined Revenue Refunding Bonds, Series 2020 (the "Debt
Service Fund").
(c) Debt Service Reserve Fund for Combined Revenue Refunding Bonds, Series 2020 (the
"Debt Service Reserve Fund"), but only to the extent required to be established
pursuant to the determinations made under Section 212 herein.
(d) Combined Utilities Surplus Fund (the `�Surplus Fund")
(e) Rebate Fund for Combined Revenue Refunding Bonds, Series 2020 (the `�Rebate
Fund").
The funds referred to in Sections 501(a) through (e), inclusive, hereof shall be maintained and
administered by the City solely for the purposes and in the manner as provided in this Ordinance so long
as any of the Bonds remain Outstanding within the meaning of this Ordinance.
Section 502. Deposit of Bond Proceeds and Other Money. The net proceeds received from the
sale of the Bonds and other available money of the City, shall be deposited simultaneously with the
delivery of the Bonds, as follows:
(a) The accrued interest on the Bonds, if any, shall be deposited in the Debt Service
Fund and applied in accordance with Section 602(b) hereof.
(b) If a Debt Service Reserve Fund is established hereunder, an amount ar
instrument equal to the Debt Service Reserve Requirement, from the proceeds of the Bonds or
other available funds of the City, shall be deposited in the Debt Service Reserve Fund and applied
in accordance with Section 602(c) hereof.
(c) Such amount from the proceeds of the Bonds which, together with other
available funds of the City, will be sufficient (i) to pay the principal of and interest on all of the
outstanding 2012 Electric Bonds to and including the final maturity of the 2012 Electric Bonds,
(ii) to pay the principal of and interest on all of the outstanding 2013 Electric Bonds to and
including the 2013 Electric Redemption Date, (iii) to pay the principal of and interest on all of the
outstanding 2013 Sewer Bonds to and including the 2013 Sewer Redemption Date, and (iv) to
pay the principal of and interest on all of the outstanding 2017 Water Bonds to and including the
2017 Water Redemption Date, shall, on the date of delivery of the Bonds, be deposited with the
Escrow Agent to be held pursuant to an Escrow Agreement, as authorized herein and in the form
approved by an Authorized Officer.
-20-
ORDINANCE NO. 9800 (Cont.)
(d) Such amount from the proceeds of the Bonds which, together with other
available funds of the City will be sufficient to refund and redeem all of the outstanding NDEE
Notes on the NDEE Redemption Date, shall, on the NDEE Redemption Date, be deposited with
the NDEE and applied to the payment and redemption of all of the outstanding principal and
accrued interest of the NDEE Notes. If the NDEE Redemption Date is later than the date of
delivery of the Bonds, the funds described in this subsection shall be held by the Escrow Agent
pursuant to an Escrow Agreement, as authorized herein and in the form approved by an
Authorized Officer, until the NDEE Redemption Date.
Bonds.
(e) The remaining proceeds of the Bonds shall be used to pay the costs of issuing the
ARTICLE VI
APPLICATION OF REVENUES
Section 601. Revenue Fund. The City covenants and agrees that from and after the delivery of
the Bonds, and continuing as long as any of the Bonds remain Outstanding hereunder, all of the revenues
derived and collected from the operation of the Combined Utilities shall as and when received be paid and
deposited into the Revenue Fund. Such revenues shall be segregated and kept separate and apart from all
other money, revenues, funds and accounts of the City and shall not be commingled with any other
money, revenues, funds and accounts of the City. The Revenue Fund shall be administered and applied
solely for the purposes and in the manner provided in this Ordinance.
Section 602. Application of Money in Funds. The City covenants and agrees that from and
after the delivery of the Bonds and continuing so long as any of the Bonds shall remain Outstanding, it
will on the %rst day of each month administer and allocate all of the money then held in the Revenue
Fund as follows:
(a) Operation and Maintenance. There shall first be paid and credited from month
to month as a first charge against the Revenue Fund the Expenses of the Combined Utilities as the
same become due and payable.
(b) Debt Service Fund. There shall next be paid and credited monthly to the Debt
Service Fund, to the extent necessary to meet on each Bond Payment Date the payment of all
interest on and principal of the Bonds, the following sums:
(1) Beginning on the first day of the month immediately following
the month in which the Bonds are issued and continuing the first day of
each month thereafter so long as any of the Bonds herein authorized
remain outstanding and unpaid, an amount not less than the amount
which, if the same amount were deposited each month, would be
sufficient to pay the interest becoming due on the Bonds on the next
succeeding Interest Payment Date.
(2) Beginning on the first day of the month immediately following
the month in which the Bonds are issued and continuing the first day of
each month thereafter so long as any of the Bonds herein authorized
remain outstanding and unpaid, an amount not less than the amount
which, if the same amount were deposited each month, would be
-21-
ORDINANCE NO. 9800 (Cont.)
'�
sufficient to pay the principal becoming due on the Bonds in the next
succeeding Maturity.
(3) During the periods and in the amounts specified for the Parity
Bonds in the Parity Ordinances.
The amounts required to be paid and credited to the Debt Service Fund pursuant to this
Section 602(b) shall be made at the same time and on a parity with the amounts at the time
required to be paid and credited to the debt service funds established for the payment of principal
and interest on Parity Bonds under the provisions of the Parity Ordinances.
Any amounts deposited in the Debt Service Fund as accrued interest or as capitalized
interest in accordance with Section 502(a) hereof shall be credited against the City's payment
obligations as set forth in this Section 602(b)(1).
All amounts paid and credited to the Debt Service Fund shall be expended and used by
the City for the sole purpose of paying the interest on and principal of the Bonds as and when the
same become due at Maturity and on each Interest Payment Date.
If at any time the money in the Revenue Fund is insufficient to make in full the payments
and credits at the time required to be made to the Debt Service Fund and on any Parity Bonds, the
available money in the Revenue Fund shall be divided among such debt service funds in
proportion to the respective principal amounts of such series of bonds at the time outstanding
which are payable from the money in such debt service funds.
(c) Debt Service Reserve Fund. Except as hereinafter provided in this Section
602(c), any amounts or instruments paid and credited to a Debt Service Reserve Fund established
pursuant to Section 212 herein, shall be expended and used by the City solely to prevent any
default in the payment of interest on or principal of the Bonds on any Maturity date or Interest
Payment Date if the money or instruments in the Debt Service Fund is insufiicient to pay the
interest on or principal of such Bonds as they become due. So long as any Debt Service Reserve
Fund required to be established pursuant to Section 212 aggregates the Debt Service Reserve
Requirement, no payments into such Fund shall be required, but if the City is ever required to
expend and use a part of the money in such Fund for the purpose herein authorized and such
expenditure reduces the amount of such Fund below the Debt Service Reserve Requirement, the
City shall make monthly payments into such Fund after all payments and credits required at the
time to be made under the provisions of Sections 602(a) and (b) have been made until such Fund
shall again aggegate the Debt Service Reserve Requirement.
The amounts required to be paid and credited to the Debt Service Reserve Fund pursuant
to this Section 602(c) shall be made at the same time and on a parity with the amounts at the time
required to be paid and credited to any debt service reserve funds established for the Parity Bonds
under the provisions of the Parity Ordinances.
If a surety or other instrument is deposited to the Debt Service Reserve Fund, the
Authorized Officers shall execute and deliver such documents and agreements determined
necessary and appropriate for such surety or other instrument on behalf of the City and any such
agreement executed and delivered in connection with the issuance of the Bonds shall have the
same force and effect as if fully set forth in this Ordinance with no further action required by the
Mayor and Council.
-22-
ORDINANCE NO. 9800 (Cont.)
Money in any Debt Service Reserve Fund may be used to call the Bonds for redemption
and payment prior to their Stated Maturity, provided all of the Bonds at the time Outstanding are
called for payment and funds are available to pay the same according to their terms. Money in
the Debt Service Reserve Fund shall be used to pay and retire the last Outstanding Bonds unless
such Bonds and all interest thereon are otherwise paid. Any amounts in any Debt Service
Reserve Fund in excess of the Debt Service Reserve Requirement on any valuation date shall be
transferred to the Debt Service Fund.
If at any time the money in the Revenue Fund is insufficient to make in full the payments
and credits at the time required to be made to the Debt Service Reserve Fund and any debt service
reserve fund established for any Parity Bonds, the available money in the Revenue Fund shall be
divided among such debt service reserve funds in proportion to the respective principal amounts
of such series of bonds at the time outstanding which are payable from the money in such debt
service reserve funds.
(d) Surplus Fund. After all payments and credits required at the time to be made
under the provisions of Sections 602(a), (b) and (c) hereof have been made, all money remaining
in the Revenue Fund shall be paid and credited to the Surplus Fund. Money in the Surplus Fund
may be expended and used for the following purposes as determined by the governing body of the
City:
(1) Paying the cost of the operation, maintenance and repair of the
Combined Utilities to the extent that may be necessary after the application of the money
as provided in Section 602(a) hereof;
(2) Paying the cost of extending, enlarging or improving the Combined
Utilities;
(3) Preventing default in, anticipating payments into or increasing the
amounts in the Debt Service Fund or the Debt Service Reserve Fund referred to in
Sections 602(b) and (c) hereof, or any one of them, or establishing or increasing the
amount of any debt service fund or debt service reserve fund created by the City for the
payment of any Parity Bonds;
(4) Calling, redeeming and paying prior to Stated Maturity, or, at the option
of the City, purchasing in the open market at the best price obtainable not exceeding the
redemption price (if any Bonds are callable), the Bonds or any Parity Bonds, including
principal or redemption price and interest;
(5) Any other lawful purpose in connection with the operation of the
Combined Utilities and beneiiting the Combined Utilities; or
(6) For the general governmental and municipal functions of the City;
provided, however, that no such withdrawal from such Surplus Fund and payment into
the general fund of the City for the general governmental and municipal functions of the
City shall be made to the extent such payment treated as an operating expense would
reduce the Net Revenues Available for Debt Service for the preceding fiscal year
(determined in accordance with generally accepted accounting principles applied on a
consistent basis) to less than 110% of the annual Debt Service Requirement upon the
Bonds and all Parity Bonds in such fiscal year, or at a time when the City shall be in
default in the performance of any such covenant or agreement.
-23-
ORDiNANCE NO. 9800 (Cont.)
(e) Deficiency of Payments into Funds. If at any time the revenues derived from
the operation of the Combined Utilities are insufficient to make any payment on the date or dates
hereinbefore specified, the City will make good the amount of such deficiency by making
additional payments or credits out of the first available revenues thereafter received from the
operation of the Combined Utilities, such payments and credits being made and applied in the
order hereinbefore specified in this Section 602.
Section 603. Transfer of Funds to Paying Agent. The Treasurer is hereby authorized and
directed to withdraw from the Debt Service Fund, and, to the extent necessary to prevent a default in the
payment of the principal of or interest on the Bonds, from the Debt Service Reserve Fund and the Surplus
Fund as provided in Section 602 hereof, sums sufficient to pay the principal of and interest on the Bonds
as and when the same become due on any Bond Payment Date, and to forward such sums to the Paying
Agent in a manner which ensures the Paying Agent will have available funds in such amounts on or
before the Business Day immediately preceding each Bond Payment Date. If, through lapse of time, or
otherwise, the registered owners of Bonds are no longer entitled to enforce payment of their obligations, it
shall be the duty of the Paying Agent forthwith to return such funds to the City. All money deposited
with the Paying Agent shall be deemed to be deposited in accordance with and subject to all of the
provisions contained in this Ordinance.
Section 604. Payments Due on Saturdays, Sundays and Holidays. In any case where a Bond
Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be
made on such Bond Payment Date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Bond Payment Date, and no interest shall accrue far the period after
such Bond Payment Date.
Section 605. Nonpresentment of Bonds. If any Bond is not presented for payment when the
principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been made available
to the Paying Agent all liability of the City to the registered owner thereof for the payment of such Bond
shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the
Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the registered
owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Ordinance or on, or with respect to, such Bond. If any Bond is not
presented for payment within four years following the date when such Bond becomes due at Maturity, the
Paying Agent shall repay to the City the funds theretofore held by it for payment of such Bond, and such
Bond shall, subject to the defense of any applicable statute of limitations, thereafter be an unsecured
obligation of the City, and the registered owner thereof shall be entitled to look only to the City for
payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the City shall
not be liable for any interest thereon and shall not be regarded as a trustee of such money.
Section 606. Application of Money in the Rebate Fund.
(a) There shall be deposited in the Rebate Fund such amounts as are required to be deposited
therein pursuant to any Tax Certificate. All money in the Rebate Fund shall be held in trust, to the extent
required to satisfy the Rebate Amount (as deiined in the T� Certificate), for payment to the United States
of America, and neither the City nor the registered owner of any Bond shall have any rights in or claim to
such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this
Section 606(a) and the Tax Certificate.
(b) The City shall periodically determine the arbitrage rebate under Section 148(� of the
Code in accordance with the Tax Certificate, and the City shall make payments to the United States of
-24-
ORDINANCE NO. 9800 (Cont.)
America at the times and in the amounts determined under the Tax Certiiicate. Any funds remaining in
the Rebate Fund after redemption and payment of all of the Bonds and the interest thereon, and payment
and satisfaction of any Rebate Amount, or provision made therefor, shall be released to the City.
(c) Notwithstanding any other provision of this Ordinance, including in particular Article XI
hereof, the obligation to pay arbitrage rebate to the United States of America and to comply with all other
requirements of this Section 606 and the Tax Certificate shall survive the defeasance or payment in full of
the Bonds.
ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEY
Section 701. Deposit and Investment of Money.
(a) Money in each of the funds and accounts created by and referred to in this Ordinance
shall be deposited in a bank or banks located in the State that are members of the Federal Deposit
Insurance Corporation. All such deposits shall be continuously and adequately secured by the banks
holding such deposits as provided by the laws of the State.
(b) Money held in any fund or account referred to in this Ordinance may be invested in
Permitted Investments; provided, however, that no such investment shall be made far a period extending
longer than the date when the money invested may be needed far the purpose for which such fund or
account was created. All earnings on any investments held in any fund or account shall accrue to and
become a part of such fund or account, provided that, during the period of construction of the extensions
and improvements to the Combined Utilities, all earnings on the investment of such funds shall be
credited to the applicable project fund. All earnings on investments held in any Debt Service Reserve
Fund shall accrue to and become a part of such Fund until the amount on deposit in such Fund shall
aggregate the Debt Service Reserve Requirement; thereafter, all such earnings shall be credited to the
Debt Service Fund. In determining the amount held in any fund or account under any of the provisions of
this Ordinance, obligations shall be valued at the lower of the cost or the market value thereof; provided,
however, that investments held in any Debt Service Reserve Fund shall be valued at market value only. If
and when the amount held in any fund or account shall be in excess of the amount required by the
provisions of this Ordinance, the City shall direct that such excess be paid and credited to the Debt
Service Fund, provided that, during the period of acquisition and construction of the extensions and
improvements to the Combined Utilities, such excess shall be paid and credited to the applicable project
fund.
(c) So long as any of the Parity Bonds remain outstanding and unpaid, any investments made
pursuant to this Section 701 shall be subject to any restrictions in the Parity Ordinance with respect to the
funds and accounts created by and referred to in the Parity Ordinance.
-25-
ORDINANCE NO. 9800 (Cont.)
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
The City covenants and agrees with each of the registered owners of any of the Bonds that so
long as any of the Bonds remain Outstanding and unpaid it will comply with each of the following
covenants:
Section 801. Efficient and Economical Operation. The City will continuously own and will
operate the Combined Utilities as revenue producing facilities in an efiicient and economical manner and
will keep and maintain the same in good repair and working order. The City will establish and maintain
such rules and regulations for the use of the Combined Utilities as may be necessary to assure m�imum
utilization and most efficient operation of the Combined Utilities.
Section 802. Rate Covenant. The City in accordance with and subject to applicable legal
requirements will fix, establish, maintain and collect such rates and charges for the use and services
furnished by or through the Combined Utilities as will produce revenues sufficient to (a) pay the costs of
the operation and maintenance of the Combined Utilities; (b) pay the principal of and interest on the
Bonds as and when the same become due at the Maturity thereof or on any Interest Payment Date; and (c)
enable the City to have in each iiscal year Net Revenues Available for Debt Service not less than 110% of
the Debt Service Requirements for such fiscal year. The City will require the prompt payment of
accounts for service rendered by or through the Combined Utilities and will promptly take whatever
action is legally permissible to enforce and collect delinquent charges. The City will, from time to time as
often as necessary, in accordance with and subject to applicable legal requirements, revise the rates and
charges in such manner as may be necessary or proper so that the Net Revenues Available for Debt
Service will be sufiicient to cover the obligations under this Section 802 and otherwise under the
provisions of this Ordinance. If in any fiscal year Net Revenues Available for Debt Service are an
amount less than as hereinbefore provided, the City will immediately employ a Consultant to make
recommendations with respect to such rates and charges. A copy of the Consultant's report and
recommendations shall be filed with the City Clerk and the Original Purchaser of the Bonds and shall be
furnished to any registered owner of the Bonds requesting a copy of the same, at the cost of such
registered owner. The City shall, to the extent feasible, follow the recommendations of the Consultant.
Section 803. Reasonable Charges for all Services. None of the facilities or services provided
by the Combined Utilities will be furnished to any user without a reasonable charge being made therefor.
Section 804. Restrictions on Mortgage or Sale of Combined Utilities. The City will not
mortgage, pledge or otherwise encumber the Combined Utilities or any part thereof, nor will it sell, lease
or otherwise dispose of the Combined Utilities or any material part thereof; provided, however, the City
may:
(a) sell at fair market value any portion of the Combined Utilities which has been
replaced by other similar property of at least equal value, or which ceases to be necessary for the
efficient operation of the Combined Utilities, and in the event of sale, the City will apply the
proceeds to either (1) redemption of Outstanding Bonds in accordance with the provisions
governing repayment of Bonds in advance of Stated Maturity, or (2) replacement of the property
so disposed of by other property the revenues of which shall be incorporated into the Combined
Utilities as hereinbefore provided;
(b) cease to operate, abandon or otherwise dispose of any property which has
become obsolete, nonproductive or otherwise unusable to the advantage of the City;
-26-
ORDINANCE NO. 9800 (Cont.)
(c) lease, (1) as lessor, any real or personal property which is unused or unimproved,
or which has become obsolete, nonproductive or otherwise unusable to the advantage of the City,
or which is being acquired as a part of a lease/purchase financing for the acquisition and/or
improvement of such property; and/or (2) as lessee, with an option of the City to purchase, any
real or personal property for the extension and improvement of the Combined Utilities. Properly
being leased as lessar and/or lessee pursuant to this subsection (c) shall not be treated as part of
the Combined Utilities for purposes of this Section 804 and may be mortgaged, pledged or
otherwise encumbered;
(d) grant a security interest in equipment to be purchased with the proceeds of any
loan, lease or other obligation undertaken in accordance with Article IX hereof; or
(e) sell, lease or convey all or substantially all of the Combined Utilities to another
entity or enter into a management contract with another entity i£
(1) The transferee entity is a political subdivision organized and existing
under the laws of the State, or instrumentality thereof, or an organization described in
Section 501(c)(3) of the Code, and expressly assumes in writing the due and punctual
payment of the principal or redemption price of and interest on all outstanding Combined
Revenue Bonds according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Ordinance;
(2) If there remains unpaid any Combined Revenue Bond which bears
interest that is not includable in gross income under the Code, the City receives an
opinion of Bond Counsel, in form and substance satisfactory to the City, to the effect that
under then existing law the consummation of such sale, lease or conveyance, whether or
not contemplated on any date of the delivery of such Combined Revenue Bond, would
not cause the interest payable on such Combined Revenue Bond to become includable in
gross income under the Code;
(3) The City receives a certificate of the Consultant which demonstrates and
certifies that immediately upon such sale or conveyance the transferee entity will not, as a
result thereof, be in default in the performance or observance of any covenant or
agreement to be performed or observed by it under this Ordinance;
(4) Such transferee entity possesses such licenses to operate the Combined
Utilities as may be required if it is to operate the Combined Utilities; and
(5) The City receives an opinion of Bond Counsel, in form and substance
satisfactory to the City, as conclusive evidence that any such sale, lease or conveyance,
and any such assumption, is permitted by law and complies with the provisions of this
Section 804.
Section 805. Insurance. The City will carry and maintain insurance with respect to the
Combined Utilities and its operations against such casualties, contingencies and risks (including but not
limited to property and casualty, iire and extended coverage insurance upon all of the properties forming
a part of the Combined Utilities insofar as the same are of an insurable nature, public liability, business
interruption or use and occupancy insurance, worker's compensation and employee dishonesty
insurance), such insurance to be of the character and coverage and in such amounts as would normally be
carried by other enterprises engaged in similar activities of comparable size and similarly situated. In the
-27-
ORDINANCE NO. 9800 (Cont.)
event of loss or damage, the City, with reasonable dispatch, will use the proceeds of such insurance in
reconstructing and replacing the property damaged or destroyed, or in paying the claims on account of
which such proceeds were received, or if such reconstruction or replacement is unnecessary or
impracticable, then the City will pay and deposit the proceeds of such insurance into the Revenue Fund.
The City will annually review the insurance it maintains with respect to the Combined Utilities to
determine that it is customary and adequate to protect its property and operations. The City may elect to
be self-insured for all or any part of the foregoing requirements if (a) the City annually obtains a written
evaluation with respect to such self-insurance program from an Insurance Consultant, (b) the evaluation is
to the effect that the self-insurance program is actuarially sound, (c) unless the evaluation states that such
reserves are not necessary, the City deposits and maintains adequate reserves for the self-insurance
program with a corporate trustee, who may be the Paying Agent, and (d) in the case of workers'
compensation, adequate reserves created by the City far such self-insurance program are deposited and
maintained in such amount and manner as are acceptable to the State. The City shall pay any fees and
expenses of such Insurance Consultant in connection therewith. The cost of all insurance obtained
pursuant to the requirements of this Section 805 shall be paid as an Expense out of the Revenues of the
Combined Utilities.
Section 806. Books, Records and Accounts. The City will install and maintain proper books,
records and accounts (entirely separate from all other records and accounts of the City) in which complete
and correct entries will be made of all dealings and transactions of or in relation to the Combined
Utilities. Such accounts shall show the amount of Revenues received from the Combined Utilities, the
application of such Revenues, and all financial transactions in connection therewith. Such books shall be
kept by the City according to standard accounting practices as applicable to the operation of facilities
comparable to the Combined Utilities.
Section 807. Annual Budget. Prior to the commencement of each fiscal year, the City will
cause to be prepared and filed with the City Clerk a budget setting forth the estimated receipts and
expenditures of the Combined Utilities for the next succeeding fiscal year. Such annual budget shall be
prepared in accordance with the requirements of the laws of the State and shall contain all information
that is required by such laws.
Section 808. Annual Audit. Annually, promptly after the end of the fiscal year, the City will
cause an audit to be made which includes the operating results of the Combined Utilities for the preceding
fiscal year by a certified public accountant or iirm of certified public accountants. Such annual audit may
be integrated within the City's general audit.
Section 809. Right of Inspection. Any registered owner ar owners of 10% of the principal
amount of the Bonds then Outstanding shall have the right at all reasonable times to inspect the Combined
Utilities and all records, accounts and data relating thereto, and shall be furnished all such information
concerning the Combined Utilities and the operation thereof which the Original Purchaser or such
registered owner or owners may reasonably request.
Section 810. Administrative Personnel. The City shall use its best efforts to employ at all
times administrative personnel experienced and well qualified to operate the Combined Utilities. The
City further agrees that such administrative personnel shall be employed in sufficient numbers to ensure
that the Combined Utilities will be operated in a prudent and efiicient manner, following procedures
generally accepted within the utility industry in the United States of America.
Section 811. Performance of Duties and Covenants. The City will faithfully and punctually
perform all duties, covenants and obligations with respect to the operation of the Combined Utilities now
-28-
ORDINANCE NO. 9800 (Cont.)
or hereafter imposed upon the City by the Constitution and laws of the State and by the provisions of this
Ordinance.
Section 812. Tax Covenants. With respect to any Bonds issued as Tax-Exempt Bonds, the City
hereby covenants and agrees as follow:
(a) The City covenants that (1) it will comply with all applicable provisions of the
Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from
federal gross income of the interest on any Tax-Exempt Bonds, and (2) it will not use or permit
the use of any proceeds of Tax-Exempt Bonds or any other funds of the City, nor take or permit
any other action, or fail to take any action, which would adversely affect the exclusion from
federal gross income of the interest on any Tax-Exempt Bonds. The City will also adopt such
other ordinances or resolutions and take such other actions as may be necessary to comply with
the Code and with other applicable future law, in order to ensure that the interest on any Tax-
Exempt Bonds will remain excluded from federal gross income, to the extent any such actions
can be taken by the City.
(b) The City covenants that (1) it will use the proceeds of any Tax-Exempt Bonds as
soon as practicable for the purposes for which the Tax-Exempt Bonds are issued, and (2) it will
not invest or directly or indirectly use or permit the use of any proceeds of the Tax-Exempt Bonds
or any other funds of the City in any manner, or take or omit to take any action, that would cause
the Ta�c-Exempt Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code.
(c) The City covenants that it will pay or provide for the payment from time to time
of all arbitrage rebate to the United States of America pursuant to Section 148( fl of the Code and
the Tax Certificate for any Tax-Exempt Bonds. This covenant shall survive payment in full or
defeasance of the Tax-Exempt Bonds. The Tax Certificate with respect to any Tax-Exempt
Bonds may be amended or replaced if, in the opinion of Bond Counsel, such amendment or
replacement will not adversely affect the exclusion from federal gross income of the interest on
the Tax-Exempt Bonds.
(d) The City covenants that it will not use any portion of the proceeds of the Tax-
Exempt Bonds, including any investment income earned on such proceeds, directly or indirectly,
(1) in a manner that would cause any Tax-Exempt Bond to be a"private activity bond" within the
meaning of Section 141(a) of the Code, or (2) to make or finance a loan to any Person.
(e) The foregoing covenants shall remain in full force and effect notwithstanding the
defeasance of the Tax-Exempt Bonds pursuant to Article XI of this Ordinance or any other
provision of this Ordinance, until the final Maturity of all Bonds Outstanding.
Section 813. Continuing Disclosure. The City hereby covenants and agrees that it will comply
with and carry out all of the provisions of the Continuing Disclosure Undertaking. Notwithstanding any
other provision of this Ordinance, the failure of the City to comply with the Continuing Disclosure
Undertaking shall not be considered an Event of Default; however, any Participating Underwriter or any
Beneficial Owner may take such actions as may be necessary and appropriate, including seeking
mandamus or specific performance by court order, to cause the City to comply with its obligations under
this Section 813. For purposes of this Section 813, `Beneficial Owner" means any registered owner or
any person that (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, the Bonds (including persons holding such Bonds through nominees, depositories or other
intermediaries), or (b) is treated as the owner of a Bond for federal income tax purposes.
-29-
ORDINANCE NO. 9800 (Cont.)
Section 814. Utility Coverage Provision. Each of the Electric System, Sewer System and
Water System shall, individually and independent of the others, maintain Net Revenues Available for
Debt Service not less than 125% of the Debt Service Requirements attributable to such system for each
fiscal year. The provisions of this Section 814 are for the convenience of the City, are not for the benefit
of any bondholder, and may be amended, modified, superseded, or removed at any time by action of the
Mayor and City Council of the City.
1:�:71Y[ylf�i/:/
ADDITIONAL BONDS AND OBLIGATIONS
Section 901. Senior Lien Bonds. The City covenants and agrees that so long as any of the
Bonds remain Outstanding, the City will not issue any additional bonds or incur or assume any other debt
obligations appearing as liabilities on the balance sheet of the City for the payment of money determined
in accordance with generally accepted accounting principles including capital leases as defined by
generally accepted accounting principles, payable out of the net income and revenues of the Combined
Utilities or any part thereof which are superior to the Bonds.
Section 902. Parity Lien Bonds. The City covenants and agrees that so long as any of the
Bonds remain Outstanding, it will not issue any additional Parity Bonds payable out of the net income
and revenues of the Combined Utilities or any part thereof which stand on a parity or equality with the
Bonds ("Parity Bonds") unless the following conditions are met:
(a) The City shall not be in default in the payment of principal of or interest on any
Bonds or any Parity Bonds at the time outstanding or in making any payment at the time required
to be made into the respective funds and accounts created by and referred to in this Ordinance or
any Parity Ordinance (unless such additional revenue bonds or obligations are being issued to
provide funds to cure such default); and
(b) Based upon the most recent audited financial statement of the City, the Net
Revenues Available for Debt Service derived by the City from the operation of the Combined
Utilities, for the fiscal year immediately preceding the issuance of additional bonds shall have
been equal to at least 125% of the Average Annual Debt Service with respect to all Combined
Revenue Bonds of the City, including the Combined Revenue Bonds proposed to be issued. In
the event that the Mayar and Council determine it necessary and advisable for the City to issue
Parity Bonds and the audit for the fiscal year next preceding the date of authorization of such
Parity Bonds is not yet available, the City may issue such Parity Bonds if the audit for the fiscal
year immediately preceding such next preceding fiscal year shows that the Net Revenues
Available for Debt Service derived by the City from the operation of the Combined Utilities far
such fiscal year shall have been equal to 125% of the Average Annual Debt Service with respect
to all Combined Revenue Bonds of the City, including the Combined Revenue Bonds proposed to
be issued if the City Treasurer certiiies that the unaudited books and records of the Combined
Utilities for the fiscal year next preceding the date of authorization of such Parity Bonds do not
show any variance in operating results which would be sufficient to evidence a reduction in debt
service coverage below 125% of the Average Annual Debt Service of all Combined Revenue
Bonds of the City, including the Combined Revenue Bonds proposed to be issued.
In the event any change in the rates, rentals and charges for the use and service of the
Combined Utilities or any part thereof has been made during the preceding fiscal year or during
the interval between the end of such fiscal year and the issuance of such Parity Bonds, or in the
-30-
ORDINANCE NO. 9800 (Cont.)
event the City shall covenant in the ordinance or resolution autharizing the issuance of such
Parity Bonds to impose, effective upon the issuance of such Parity Bonds, higher rates, rentals
and charges for such use and service, compliance with the provisions of this Section 902 may be
evidenced by a certificate of a Consultant or Certified Public Accountant or firm of independent
Certiiied Public Accountants to be filed with the City Clerk prior to the issuance of any such
Parity Bonds. Such certiiicate shall state fully the facts upon which such certificate is based, and
if it is a certificate of the Consultant shall have attached thereto the certified financial statement
for the fiscal year next preceding the date of authorization of such Parity Bonds used by the
Consultant in arriving at the conclusion stated in such certificate. The Consultant or independent
Certified Public Accountant shall, in determining the Net Revenues Available for Debt Service
for such iiscal year, adjust the collections to reflect the result as if such changed rates, rentals and
charges, or such higher rates, rentals and charges had been in existence for such entire preceding
fiscal year period, and the amount of such net collections and adjusted earnings as provided shall
be conclusive evidence and the only evidence required to show compliance with the provisions
and requirements of this Section 902. If the Council determines that the Net Revenues Available
for Debt Service for the fiscal year next preceding the date of the authorization of such Parity
Bonds, based upon a certified public accountant's report, comply without adjustment with the
requirements of this Section 902, no certificate from a Consultant or iirm of engineers or
Certified Public Accountant or firm of independent Certified Public Accountants shall be required
to evidence compliance with the provisions of this Section 902.
Additional revenue bonds of the City issued under the conditions set forth in this Section 902
shall stand on a parity with the Bonds and shall enjoy complete equality or lien on and claim against the
net revenues of the Combined Utilities with the Bonds, and the City may make equal provision for paying
such bonds and the interest thereon out of the Revenue Fund and may likewise provide for the creation of
reasonable debt service funds and debt service reserve funds for the payment of such additional bonds and
the interest thereon out of money in the Revenue Fund.
Section 903. Junior Lien Bonds and Other Obligations. Nothing in this Section 903
contained shall prohibit ar restrict the right of the City to issue additional revenue bonds ar other revenue
obligations for any lawful purpose in connection with the operation of the facility and beneiiting the
Combined Utilities and to provide that the principal of and interest on such revenue bonds or obligations
shall be payable out of the revenues of the Combined Utilities, provided at the time of the issuance of
such additional revenue bonds or obligations the City is not in default in the performance of any covenant
or ageement contained in this Ordinance (unless such additional revenue bonds or obligations are being
issued to provide funds to cure such default), and provided further that such additional revenue bonds or
obligations shall be junior and subordinate to the Bonds so that if at any time the City shall be in default
in paying either interest on or principal of the Bonds, or if the City is in default in making any payments
required to be made by it under the provisions of Sections 602(a), (b) and (c) hereof, the City shall make
no payments of either principal of or interest on such junior and subordinate revenue bonds or obligations
until such default or defaults be cured. In the event of the issuance of any such junior and subordinate
revenue bonds or obligations, the City, subject to the provisions of this Ordinance, may make provision
for paying the principal of and interest on such revenue bonds or obligations out of money in the Revenue
Fund.
Section 904. Refunding Bonds. The City shall ha�e the right, without complying with the
provisions of Section 902 hereof, to refund any of the Bonds under the provisions of any law then
available, and the refunding bonds so issued shall enjoy complete equality of pledge with any of the
Bonds which are not refunded, if any, upon the revenues of the Combined Utilities; provided, however,
that if only a portion of the Bonds are refunded and if such Bonds are refunded in such manner that the
refunding bonds bear a higher average rate of interest or become due on a date earlier than that of the
-31-
ORDINANCE NO. 9800 (Cont.)
Bonds which are refunded, then such Bonds may be refunded without complying with the provisions of
Section 902 hereof only by and with the written consent of the registered owners of a majority in
principal amount of the Bonds not refunded.
/_�:�1 I�[y �I �:/
DEFAULT AND REMEDIES
Section 1001. Remedies Upon Default. The provisions of this Ordinance, including the
covenants and agreements herein contained, shall constitute a contract between the City and the registered
owners of the Bonds, and the registered owner or owners of not less than 10% in aggregate principal
amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all
registered owners of Bonds similarly situated:
(a) by mandamus or other suit, action or proceedings at law or in equity to enforce
the rights of such registered owner or owners against the City and its ofiicers, agents and
employees, and to require and compel duties and obligations required by the provisions of this
Ordinance or by the Constitution and laws of the State;
(b) by suit, action or other proceedings in equity or at law to require the City, its
officers, agents and employees to account as if they were the trustees of an express trust; and
(c) by suit, action or other proceedings in equity or at law to enjoin any acts or things
which may be unlawful or in violation of the rights of the registered owners of the Bonds.
Section 1002. Limitation on Rights of Registered Owners. No one or more registered owners
secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or
prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the
manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for
the equal benefit of all registered owners of such Outstanding Bonds.
Section 1003. Remedies Cumulative. No remedy conferred herein upon the registered owners
is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition
to every other remedy and may be exercised without exhausting and without regard to any other remedy
conferred herein. No waiver of any default or breach of duty or contract by the registered owner of any
Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any
rights or remedies consequent thereon. No delay or omission of any registered owner to exercise any
right or power accruing upon any default shall impair any such right or power or shall be construed to be
a waiver of any such default ar acquiescence therein. Every substantive right and every remedy conferred
upon the registered owners of the Bonds by this Ordinance may be enforced and exercised from time to
time and as often as may be deemed expedient. If any suit, action or proceedings taken by any registered
owner on account of any default or to enforce any right or exercise any remedy has been discontinued or
abandoned for any reason, or has been determined adversely to such registered owner, then, and in every
such case, the City and the registered owners of the Bonds shall be restored to their former positions and
rights hereunder, respectively, and all rights, remedies, powers and duties of the registered owners shall
continue as if no such suit, action or other proceedings had been brought or taken.
Section 1004. No Obligation to Levy Taxes. Nothing contained in this Ordinance shall be
construed as imposing on the City any duty or obligation to levy any taxes either to meet any obligation
incurred herein or to pay the principal of or interest on the Bonds.
-32-
ORDINANCE NO. 9800 (Cont.)
«�3l�I [� 1� �l;�
DEFEASANCE
Section 1101. Defeasance. When any or all of the Bonds or the interest payments thereon have
been paid and discharged, then the requirements contained in this Ordinance and the pledge of revenues
made hereunder and all other rights granted hereby shall terminate with respect to the Bonds so paid and
discharged. Bonds or the interest payments thereon shall be deemed to have been paid and discharged
within the meaning of this Ordinance if there has been deposited with the Paying Agent, or other
commercial bank or trust company located in the State and having full trust powers, at or prior to the
Stated Maturity ar Redemption Date of such Bonds, in trust for and irrevocably appropriated thereto,
money and/or Defeasance Obligations which, together with the interest to be earned thereon, will be
sufficient for the payment of the principal or Redemption Price of such Bonds, and/or interest to accrue
on such Bonds to the Stated Maturity or Redemption Date, as the case may be, or if default in such
payment shall have occurred on such date, then to the date of the tender of such payments; provided,
however, that if any such Bonds shall be redeemed prior to the Stated Maturity thereof, (a) the City shall
have elected to redeem such Bonds, and (b) either notice of such redemption shall have been given, or the
City shall have given irrevocable instructions, or shall have provided for an escrow agent to give
irrevocable instructions, to the Paying Agent to redeem such Bonds in compliance with Section 302(a)
hereof. Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent
or other commercial bank or trust company by or on behalf of the City, for the purpose of paying and
discharging any of the Bonds or the interest payments thereon, shall be and are hereby assigned,
transferred and set over to the Paying Agent or other bank or trust company in trust for the respective
registered owners of the Bonds, and such money shall be and are hereby irrevocably appropriated to the
payment and discharge thereo£ All money and Defeasance Obligations deposited with the Paying Agent
or other bank or trust company shall be deemed to be deposited in accordance with and subject to all of
the provisions contained in this Ordinance.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Amendments. The rights and duties of the City and the registered owners, and
the terms and provisions of the Bonds or of this Ordinance, may be amended or modified at any time in
any respect by Ordinance of the City with the written consent of the registered owners of not less than a
majority in principal amount of the Bonds then Outstanding, such consent to be evidenced by an
instrument or instruments executed by such registered owners and duly acknowledged or proved in the
manner of a deed to be recorded, and such instrument or instruments shall be filed with the City Clerk,
but no such modification or alteration shall:
(a) extend the maturity of any payment of principal or interest due upon any Bond;
(b) effect a reduction in the amount which the City is required to pay by way of
principal of or interest on any Bond;
(c) permit the creation of a lien on the revenues of the Combined Utilities prior ar
equal to the lien of the Bonds or Parity Bonds;
-33-
ORDINANCE NO. 9800 (Cont.)
(d) permit preference or priority of any Bonds over any other Bonds; or
(e) reduce the percentage in principal amount of Bonds required for the written
consent to any modification or alteration of the provisions of this Ordinance.
Any provision of the Bonds or of this Ordinance may, however, be amended or modifed by
Ordinance duly adopted by the governing body of the City at any time in any respect with the written
consent of the registered owners of all of the Bonds at the time Outstanding.
Without notice to or the consent of any registered owners, the City may amend or supplement this
Ordinance for the purpose of (a) curing any formal defect, omission, inconsistency or ambiguity therein
or in connection with any other change therein which is not materially adverse to the interests of the
registered owners, or (b) amending or eliminating the provisions of Section 814 herein.
Every amendment or modification of the provisions of the Bonds or of this Ordinance shall be
expressed in an ordinance adopted by the governing body of the City amending or supplementing the
provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified copy of every
such amendatory or supplemental Ordinance, if any, and a certiiied copy of this Ordinance shall always
be kept on file in the office of the City Clerk, shall be made available for inspection by the registered
owner of any Bond or a prospective purchaser or owner of any Bond authorized by this Ordinance, and
upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or
supplemental Ordinance or of this Ordinance will be sent by the City Clerk to any such registered owner
or prospective registered owner.
Any and all modifications made in the manner hereinabove provided shall not become effective
until there has been filed with the City Clerk a copy of the Ordinance of the City hereinabove provided
for, duly certified, as well as proof of any required consent to such modifcation by the registered owners
of the Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any
reference to such amendment or modification.
The City shall furnish to the Paying Agent a copy of any amendment to the Bonds or this
Ordinance made hereunder which affects the duties or obligations of the Paying Agent under this
Ordinance.
Section 1202. Notices, Consents and Other Instruments by Registered Owners. Any notice,
consent, request, direction, approval, objection or other instrument required by this Ordinance to be
signed and executed by the registered owners may be in any number of concurrent writings of similar
tenor and may be signed or executed by such registered owners in person or by agent appointed in
writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of
this Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any
action taken, suffered or omitted under any such instrument, namely:
(a) The fact and date of the execution by any person of any such instrument may be
proved by a certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such instrument acknowledged
before such officer the execution thereof, or by affidavit of any witness to such execution; and
(b) The fact of ownership of Bonds, the amount or amounts, numbers and other
identification of Bonds, and the date of holding the same shall be proved by the Bond Register.
-34-
ORDINANCE NO. 9800 (Cont.)
In determining whether the registered owners of the requisite principal amount of Bonds
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under
this Ordinance, Bonds owned by the City shall be disregarded and deemed not to be Outstanding under
this Ordinance, except that, in determining whether the registered owners shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the
registered owners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so
owned which have been pledged in good faith shall not be disregarded as provided if the pledgee
establishes to the satisfaction of the registered owners the pledgee's right so to act with respect to such
Bonds and that the pledgee is not the City.
Section 1203. Electronic Transactions. The transactions described herein may be conducted
and this Ordinance and related documents may be sent, received and stored by electronic means. All
closing documents, certificates, and related instruments may be executed by electronic transmission.
Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents (or
documents executed by electronic transmission) shall be deemed to be authentic and valid counterparts of
such documents for all purposes, including the iiling of any claim, action or suit in the appropriate court
of law.
Section 1204. Further Authority. The officers of the City, including the Mayor and City Clerk,
shall be, and they hereby are, authorized and directed to execute all documents and take such actions as
they may deem necessary ar advisable in order to carry out and perform the purposes of this Ordinance
and to make ministerial alterations, changes or additions in the foregoing agreements, statements,
instruments and other documents herein approved, authorized and confirmed which they may approve and
the execution or taking of such action shall be conclusive evidence of such necessity or advisability.
Section 1205. Severability. If any section or other part of this Ordinance, whether large or
small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other
provisions of this Ordinance.
Section 1206. Governing Law. This Ordinance shall be governed by and constructed in
accordance with the applicable laws of the State.
Section 1207. Effective Date. This Ordinance is hereby determined to be a measure necessary
to carry out the City's contractual obligations with respect to the Refunded Bonds. This Ordinance shall
take effect and be in full force from and after its passage by the Mayor and Council and approval by the
Mayor and publication in pamphlet form as provided by law.
-35-
ORDINANCE NO. 9800 (Cont.)
PASSED AND ADOPTED this 27th day of October, 2020.
(SEAL)
ATTEST:
o� GRANp /S.
v r'��04iPOR,qT�.��'I'U
�r: •►•-•• '*
i
. oF� r o �a�`L .
NFB R AS��
CITY OF GRAND ISLAND, NEBRASKA
By: �_� �:.��/ .�
Mayor
By: � QfL
City Clerk
-36-
ORDINANCE NO. 9800 (Cont.)
(FORM OF BONDS)
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE
(REFERRED TO HEREIN), THIS GLOBAL BOND MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS
DEFINED HEREIl� OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF NEBRASKA
EXHIBIT A TO ORDINANCE
Registered
No. R-
Registered
$
CITY OF GRAND ISLAND, NEBRASKA
COMBINED UTILITIES REVENUE REFUNDING BOND
SERIES 2020[A][B]
Interest Rate Maturitv Date Dated Date of Bonds CUSIP Number
%
15, 20_ , 2020
REGISTERED OWNER: [**CEDE & CO.**1
PRINCIPAL AMOUNT:
'
DOLLARS
The CITY OF GRAND ISLAND, NEBRASKA, a city of the first class and a political
subdivision of the State of Nebraska (the "City"), for value received, promises to pay to the Registered
Owner shown above, or registered assigns, but solely from the source and in the manner herein specified,
the Principal Amount shown above on the Maturity Date shown above, and to pay interest thereon, but
solely from the source and in the manner herein specified, at the Interest Rate per annum shown above
(computed on the basis of a 360-day year consisting of twelve 30-day months) from the Dated Date
shown above or from the most recent interest payment date to which interest has been paid or duly
provided for, payable on June 15 and December 15 in each year, beginning , 20_, until
such principal amount has been paid.
A-1
ORDINANCE NO. 9800 (Cont.)
The principal or redemption price of this Bond shall be paid at maturity by check or draft or upon
earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date
thereof, upon presentation and surrender of this Bond at the principal corporate trust office of BOKF,
National Association, in the City of Lincoln, Nebraska (the "Paying Agent"). The interest payable on
this Bond on any interest payment date shall be paid to the person in whose name this Bond is registered
on the Bond Register at the close of business on the Record Date for such interest by check or draft
mailed by the Paying Agent to such registered owner at the address shown on the Bond Register or at
such other address as is furnished to the Paying Agent in writing by such registered owner.
�I
' �I
��
This Bond is one of a duly authorized series of bonds of the City designated "Combined
Revenue Bonds, Series 2020," aggregating the principal amount of $ (the "Bonds"), issued
by the City for the purpose of providing the funds necessary, together with other available funds of the
City, far the and redemption of the City's outstanding (a) $ Sewer Revenue Refunding
Bonds, Series 2013, dated September 17, 2013, (b) $ Electric System Revenue Bonds, Series
2013, dated November 26, 2013, (c) Water Revenue and Refunding Bonds, Series 2017, dated May 4,
2017, (d) and $ aggregate principal amounts of Promissory Notes of the City payable to
the Nebraska Department of Environment and Energy, pursuant to Loan Contract No. C317867, Loan
Contract No. C317981, Loan Contract No. C317984, and Loan Contract No. C317990, which bonds and
notes were originally issued for the purpose of iinancing or reiinancing the costs of additions, extensions
and improvements to the City's Electric System, Sewer System and Water System, under the authority of
and in full compliance with the Constitution and laws of the State of Nebraska, including particularly
Sections 18-1803 to 18-1805, inclusive, Reissue Revised Statutes of Nebraska, as amended, and pursuant
to Ordinance No. duly adopted by the governing body of the City (herein called the
"Ordinance"). Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Ordinance.
At the option of the City, Bonds or portions thereof maturing on 20_ and thereafter
may be called for redemption and payment prior to maturity at any time on or after the
anniversary of the date of original issuance, in whole at any time or in part in such principal
amounts and from such maturity or maturities as the City, in its sole and absolute discretion may
determine (Bonds of less than a full maturity to be selected in multiples of $5,000 principal amount in
such equitable manner as the Paying Agent shall designate) at redemption price equal to 100% of the
principal amount, plus accrued interest thereon to the redemption date.
The Bonds maturing 15, 20_, and 15, 20 are subject to redemption
prior to maturity in part by lot by operation of a mandatory sinking fund in each of the years and in the
principal amounts set forth in the Ordinance, upon payment of such principal amount thereof plus accrued
interest to such date of redemption, but without premium. Selection of any Bonds or portions thereof to
be redeemed shall be in the sole discretion of the Paying Agent.
Notice of redemption, unless waived, is to be given by the Paying Agent by mailing an official
redemption notice by %rst class mail at least 30 days prior to the redemption date, to the original
purchaser(s) of the Bonds and each registered owner of each of the Bonds to be redeemed at the address
shown on the Bond Register. Notice of redemption having been given as provided, the Bonds or portions
of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price
therein speciiied, and from and after such date (unless the City defaults in the payment of the redemption
price) such Bonds or portions of Bonds shall cease to bear interest.
The Bonds are special obligations of the City payable solely from, and secured as to the payment
of principal and interest by a pledge of, the revenues derived from the operation of the Combined
Utilities, and the taxing power of the City is not pledged to the payment of the Bonds either as to principal
A-2
ORDINANCE NO. 9800 (Cont.)
or interest. The Bonds shall not be or constitute a general obligation of the City, nor shall they constitute
an indebtedness of the City within the meaning of any constitutional, statutory or charter provision,
limitation or restriction. Under the conditions set forth in the Ordinance, the City has the right to issue
additional parity bonds and other obligations payable from the same source and secured by the same
revenues as the Bonds and the outstanding Parity Bonds, all as described in the Ordinance; provided,
however, that such additional bonds may be so issued only in accordance with and subject to the
covenants, conditions and restrictions relating thereto set forth in the Ordinance.
The City hereby covenants and agrees with the registered owner of this Bond that it will keep and
perform all covenants and agreements contained in the Ordinance, and will fix, establish, maintain and
collect such rates, fees and charges for the use and services furnished by or through the Combined
Utilities, as will produce revenues sufficient to pay the costs of operation and maintenance of the
Combined Utilities, pay the principal of and interest on the Bonds as and when the same become due, and
provide reasonable and adequate reserve funds. Reference is made to the Ordinance for a description of
the covenants and agreements made by the City with respect to the collection, segregation and application
of the revenues of the Combined Utilities, the nature and extent of the security for the Bonds, the rights,
duties and obligations of the City with respect thereto, and the rights of the registered owners thereof.
The Bonds are issuable in the form of fully registered Bonds without coupons in the
denomination of $5,000 or any integral multiple thereof.
This Bond may be transferred or exchanged, as provided in the Ordinance, only on the Bond
Register upon surrender of this Bond together with a written instrument of transfer or exchange
satisfactory to the Paying Agent duly executed by the registered owner or the registered owner's duly
authorized agent, and thereupon a new Bond or Bonds in any authorized denomination of the same
maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor
as provided in the Ordinance and upon payment of the charges therein prescribed. The City and the
Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register
as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or
redemption price hereof and interest due hereon and for all other purposes.
The Bonds are being issued by means of a book-entry system with no physical distribution of
bond certificates to be made except as provided in the Ordinance. One Bond certificate with respect to
each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the
nominee name of the Securities Depository, is being issued and required to be deposited with the
Securities Depository and immobilized in its custody. The book-entry system will evidence positions
held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in
authorized denominations being evidenced in the records of such participants. Transfers of ownership
shall be effected on the records of the Securities Depository and its participants pursuant to rules and
procedures established by the Securities Depository and its participants. The City and the Paying Agent
will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner
of this Bond for all purposes, including (a) payments of principal or redemption price of and interest on,
this Bond, (b) notices and (c) voting. Transfer of principal or redemption price and interest payments to
participants of the Securities Depository, and transfer of principal or redemption price and interest
payments to beneficial owners of the Bonds by participants of the Securities Depository will be the
responsibility of such participants and other nominees of such beneiicial owners. The City and the
Paying Agent will not be responsible or liable for such transfers of payments or for maintaining,
supervising or reviewing the records maintained by the Securities Depository, the Securities Depository
nominee, its participants or persons acting through such participants. While the Securities Depository
nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of
A-3
ORDINANCE NO. 9800 (Cont.)
principal or redemption price of and interest on this Bond shall be made in accordance with existing
arrangements among the City, the Paying Agent and the Securities Depository.
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NONIINEE
OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR
TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security
or benefit under the Ordinance until the Certificate of Authentication hereon has been executed by the
Paying Agent.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required
to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, happened
and been performed in due time, form and manner as required by law, and that before the issuance of the
Bonds, provision has been duly made for the collection and segregation of the revenues of the Combined
Utilities and far the application of the same as provided in the Ordinance.
IN WITNESS WHEREOF, the CITY OF GRAND ISLAND, NEBRASKA, has executed this
Bond by causing it to be signed by the manual or facsimile signature of its Mayor and attested by the
manual or facsimile signature of its City Clerk and its official seal to be affixed hereto or imprinted
hereon.
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds
of the issue described in the
within-mentioned
Ordinance.
Registration Date:
BOKF, National Association, Paying Agent
:
Authorized Officer or Signatory
CITY OF GRAND ISLAND, NEBRASKA
:
(Seal)
ATTEST:
I�
Mayor
City Clerk
A-4
ORDINANCE NO. 9800 (Cont.)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Print or Type Name, Address and Social Security Number
or other Taxpayer ldentification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
agent to transfer the within Bond on the Bond Register kept by the Paying Agent for
the registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears upon the face of the within
Bond in every particular.
Signature Guaranteed By:
Name of Eligible Guarantor Institution as
deimed by SEC Rule 17 Ad-15 (17 CFR 240.17
Ad-15)
By:
Title:
A-5