08/19/2025 Ordinances 10,031 I
CITY OF GRAND ISLAND,NEBRASKA
ORDINANCE NO. 10,031
IAUTHORIZING
NOT TO EXCEED
$9,000,000
SOLID WASTE MANAGEMENT REVENUE BONDS
CITY OF GRAND ISLAND,NEBRASKA
ORDINANCE NO. 10,031
AN ORDINANCE OF THE CITY OF GRAND ISLAND,
NEBRASKA AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF NOT TO EXCEED $9,000,000 AGGREGATE
PRINCIPAL AMOUNT OF SOLID WASTE MANAGEMENT
REVENUE BONDS OF THE CITY FOR THE PURPOSE OF
PROVIDING FUNDS FOR ADDITIONS, EXTENSIONS AND
IMPROVEMENTS TO THE CITY'S SOLID WASTE
MANAGEMENT SYSTEM; 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 solid waste management system, which taken 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 in the area(collectively,
the "System,"as hereinafter more fully defined).
2. It is necessary and appropriate, and in the best interest of the City, to provide for certain
additions, extensions and improvements to the System, to include costs related to improvements to and
expansion of the City's transfer station and landfill,(together,the"Project")all in accordance with the Act
and the terms and conditions of this ordinance.
3. It is necessary,desirable,advisable and in the best interests of the City that the City provide
for a portion of the costs of the Project by the issuance of solid waste management revenue bonds of the
City in a stated principal amount not to exceed $9,000,000 (as further described herein, the "Bonds")
pursuant to the provisions of Sections 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 System.
4. There are presently no liens or pledges upon the revenues of the System of the City.
5. 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 Chief
Financial Officer 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 System Revenue Bonds to be issued, and
dividing such total by the number of years remaining that the longest bond of any such System Revenue
Bonds (including the System Revenue Bonds to be issued)has to run to maturity.
"Bond Counsel" means Gilmore & Bell, P.C., Omaha, Nebraska, or other attorney or firm 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 Solid Waste Management Revenue Bonds in the original principal
amount of not to exceed$9,000,000 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 for 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.
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"Consultant" means an independent engineer or engineering firm having a favorable reputation
for skill and experience in the improvement, financing and operation of solid waste management systems
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
System 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.
"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;
111 (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;
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(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") or Standard&Poor's Ratings Group(presently"AAA").
"Expenses"means all reasonable and necessary expenses of operation,maintenance and repair of
the System and keeping the System in good repair and working order (other than interest paid on System
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 ongoing and scheduled costs of
decommissioning and environmental regulatory compliance, obligations (other than for borrowed money
or for rents payable under capital leases)incurred in the ordinary course of business, liabilities incurred by
endorsement for 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 System,but shall exclude all
general administrative expenses of the City not related to the operation of the System.
"Insurance Consultant"means an individual or firm selected by the City qualified to survey risks
and to recommend insurance coverage for entities engaged in operations similar to those of the System 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 or
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.
"Original Purchaser" means the underwriting firm or firms determined pursuant to Section 212
hereof.
"Ordinance" means this Ordinance as from time to time amended in accordance with the terms
hereof.
"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
for cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 1101
hereof; and
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(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 System 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 System, 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.
"Paying Agent"means BOKF,National Association, Lincoln,Nebraska, and any successors and
assigns,or such other bank or trust company determined by an Authorized Officer in a Designation pursuant
to Section 212 hereof.
"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;
(e) certificates of deposit or time deposits, whether negotiable or 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
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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
(f) any other securities or 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 organization, or government or any agency or political
subdivision thereof or other public body.
"Project"has the meaning provided in the Findings and Determinations of this Ordinance.
"Purchase Agreement" means the Bond Purchase Agreement between the City and the Original
Purchaser authorized by Section 211 hereof.
"Qualified 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 accordance
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 System,
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 System; (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 System to the extent that such earnings and income are allocated by or
pursuant to law to the System; (iv) special assessment payments and payments in aid of construction; (v)
the proceeds derived by the City directly or indirectly from the sale, lease or other disposition of all or a
part of the System, and the proceeds of insurance and condemnation awards received with respect to the
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System; (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
System 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 System, or (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.
"Special Record Date"means the date fixed 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 fixed 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.
"System" or "Solid Waste Management System" means all properties and assets, and interests
in properties and assets,real and personal and tangible and intangible,of the City now or hereafter existing
used for or pertaining to collecting, separating, storing, transporting, transferring, processing, treating,
disposing or recycling solid waste, now existing and hereafter acquired by lease, contract, purchase or
otherwise or constructed by the City,including any interest or participation of the City in any such facilities
or any rights to the output or capacity thereof, together with all additions, betterments, extensions and
improvements to such facilities, properties or assets or any part thereof hereafter made and together with
all lands,easements and rights of way of the City and all other works,property or structures of the City and
contract rights and other tangible and intangible assets of the City used or useful in connection with any of
the foregoing.
"System 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 System.
"Tax Certificate" 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
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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.
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$9,000,000(the"Bonds"),for the purposes of(a)providing a portion
of the funds necessary to pay the costs of the Project, (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 subject
to registration, transfer and exchange as provided in Section 205 hereof. 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 Officer 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 for 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 successor, and(2) causing notice to be given by first 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 or 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.
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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 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.
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 for 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 fix 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 office 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 for
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.
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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 taxpayer identification number to the Paying Agent,the Paying Agent may make a charge
against such registered owner sufficient 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, or (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 for 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,
for 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 thereof) 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 sufficient for all purposes, as if such
person had remained in office 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 certificate 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 certificate of authentication has been duly executed by the Paying Agent. Such executed certificate
of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated
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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 fide 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 or stolen Bond, a new Bond of the same Stated Maturity and of like tenor 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 qualified 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 Outstanding,
as shown on the records of the Securities Depository (and certified 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
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registered owner other than Cede & Co. is no longer in the best interests of the beneficial 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 find 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 qualified 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 for cancellation shall cause the delivery of Bonds to the successor 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
Officers 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 specified 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 officer is hereby authorized to 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.
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Section 212. Authorization of Officers. (a) The Authorized Officers, or each individually, are
hereby authorized and directed, in the exercise of their own independent judgment and absolute discretion,
to hereafter,from time to time,specify,set,designate,determine,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 $9,000,000; (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 September 30, 2047; (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 true interest cost of any series of the Bonds
shall not exceed 4.75%; (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 any maturity issued as 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 2.0% 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); (14) whether the Bonds
shall be issued as Tax-Exempt Bonds or with taxable interest;(15)the form,contents,terms and provisions
of the Bond Purchase Agreement and the Paying Agent and Registrar Agreement(each as herein defined);
(16) 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; (17) any transfer restrictions
relating to the Bonds; and(18)all of the other terms of the Bonds not otherwise determined or fixed by the
provisions of this Ordinance.
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 Officer 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
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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 or 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 or 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 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 official notices of redemption shall be dated and shall contain the following information:
(a) the Redemption Date;
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(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 or 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.
Official 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 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 or 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 specified 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
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income and revenues derived from the operation of the System, after providing for 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 System 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 or 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 System 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.
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) Solid Waste Management System Revenue Fund(the "Revenue Fund").
(b) Debt Service Fund for Solid Waste Management Revenue Bonds authorized and issued
under this Ordinance(the "Debt Service Fund").
(c) Debt Service Reserve Fund for Solid Waste Management Revenue Bonds authorized and
issued under this Ordinance (the "Debt Service Reserve Fund"), but only to the extent
required to be established pursuant to the determinations made under Section 212 herein.
(d) Solid Waste Management System Surplus Fund(the "Surplus Fund").
(e) Rebate Fund for Solid Waste Management Revenue Bonds authorized and issued under
this Ordinance (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.
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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 or 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) The remaining proceeds of the Bonds shall be held and used by the City to pay the
costs of the Project and costs of issuing the Bonds.
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 System 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,
111 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 first 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 System 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
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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 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 insufficient 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 aggregate 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
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force and effect as if fully set forth in this Ordinance with no further action required by the Mayor
and Council.
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 System 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, improving or equipping the
System;
(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 System
and benefiting the System; 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
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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.
(e) Deficiency of Payments into Funds. If at any time the revenues derived from the
operation of the System 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 System,
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 for 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.
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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 defined in the Tax 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(f)of the Code
in accordance with the Tax Certificate, and the City shall make payments to the United States of America
at the times and in the amounts determined under the Tax Certificate. 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 for a period extending
longer than the date when the money invested may be needed for 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 System,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 System,
such excess shall be paid and credited to the applicable project fund.
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(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.
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 System as revenue producing facilities in an efficient 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 System as may be necessary to assure maximum utilization and most efficient
operation of the System.
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 System as will produce revenues sufficient to(a)pay the costs of the operation
and maintenance of the System; (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
fiscal 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 System 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 sufficient 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 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 System will be furnished to any user without a reasonable charge being made therefor.
Section 804. Restrictions on Mortgage or Sale of System. The City will not mortgage, pledge
or otherwise encumber the System or any part thereof, nor will it sell, lease or otherwise dispose of the
System or any material part thereof; provided,however,the City may:
(a) sell at fair market value any portion of the System 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 System, 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 System as hereinbefore provided;
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(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;
(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 System. Property being leased as
lessor and/or lessee pursuant to this subsection (c) shall not be treated as part of the System 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 System to another entity or enter
into a management contract with another entity if:
(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 System
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 System as
may be required if it is to operate the System; 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 System
and its operations against such casualties,contingencies and risks(including but not limited to property and
casualty, fire and extended coverage insurance upon all of the properties forming a part of the System
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
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similar activities of comparable size and similarly situated. In the 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 System 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 for 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
System.
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 System. Such
accounts shall show the amount of Revenues received from the System,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 System.
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 System 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 System for the preceding fiscal year
by a certified public accountant or firm of certified public accountants. Such annual audit may be integrated
within the City's general audit.
Section 809. Right of Inspection. Any registered owner or owners of 10%of the principal amount
of the Bonds then Outstanding shall have the right at all reasonable times to inspect the System and all
records, accounts and data relating thereto, and shall be furnished all such information concerning the
System and the operation thereof which 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 or a management company experienced and well qualified to operate the System.
The City further agrees that it shall cause personnel to be employed in sufficient numbers to ensure that the
System will be operated in a prudent and efficient manner,following procedures generally accepted within
the solid waste management 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 System now 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:
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(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
Tax-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(f) 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.
Section 814. Internal Utility Coverage Provision. The Solid Waste Management System shall
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.
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ARTICLE IX
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 System 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 System 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 System,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 System Revenue Bonds of the City,
including the System Revenue Bonds proposed to be issued. In the event that the Mayor 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 System for such fiscal year shall have been equal to 125% of the
Average Annual Debt Service with respect to all System Revenue Bonds of the City, including the
System Revenue Bonds proposed to be issued if the City Treasurer certifies that the unaudited
books and records of the System 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 System
Revenue Bonds of the City, including the System Revenue Bonds proposed to be issued.
In the event any change in the rates, rentals and charges for the use and service of the
System 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 event the City
shall covenant in the ordinance or resolution authorizing 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 Certified Public
Accountants to be filed with the City Clerk prior to the issuance of any such Parity Bonds. Such
certificate 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
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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 fiscal 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 firm 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 System 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 or restrict the right of the City to issue additional revenue bonds or other revenue obligations
for any lawful purpose in connection with the operation of the facility and benefiting the System and to
provide that the principal of and interest on such revenue bonds or obligations shall be payable out of the
revenues of the System,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 agreement 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 have 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 System; 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 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.
I
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ARTICLE X
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 officers, 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 or 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.
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ARTICLE XI
IDEFEASANCE
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 or 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 thereof. 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 System prior or equal to the lien
of the Bonds or Parity Bonds;
(d) permit preference or priority of any Bonds over any other Bonds; or
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(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 modified 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 certified 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 modification 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.
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
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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 filing 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 or 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 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 or electronic
form as provided by law.
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PASSED AND ADOPTED this /Yy of { /i f E , 2025.
GRAND/,5,''t CCITY OF GRAND ISLAND NEBRASKA
40°1 aj4 0
(SEAL) C'i 44.0.10,0' By: ~�'
Mayor
ATTEST: `� ; BRAS,P= y
By: /j,Gr LJ
City Clerk
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EXHIBIT A TO ORDINANCE
(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 HEREIN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF NEBRASKA
Registered Registered
No.R- $
CITY OF GRAND ISLAND,NEBRASKA
SOLID WASTE MANAGEMENT REVENUE BOND
SERIES 2025
Interest Rate Maturity Date Dated Date of Bonds CUSIP Number
% 15,20_ ,2025
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.
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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.
This Bond is one of a duly authorized series of bonds of the City designated "Solid Waste
Management Revenue Bonds, Series 2025," 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, for the purpose of financing or refinancing the costs of additions, extensions and
improvements to the City's Solid Waste Management 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 , 20 ,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 first 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 specified, 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 City's Solid Waste
Management System,and the taxing power of the City is not pledged to the payment of the Bonds either as
to principal 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.
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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 Solid Waste
Management System, as will produce revenues sufficient to pay the costs of operation and maintenance of
the Solid Waste Management System,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 Solid Waste Management System, 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 beneficial 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 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 NOMINEE OF
THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO
A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
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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 Solid Waste
Management System and for 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 CITY OF GRAND ISLAND,NEBRASKA
This Bond is one of the Bonds
of the issue described in the
within-mentioned
Ordinance. By:
Mayor
Registration Date:
(Seal)
BOKF,National Association,Paying Agent ATTEST:
By: By: 96,0,
Authorized Officer or Signatory City Clerk
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ASSIGNMENT
FOR VALUE RECEIVED,the undersigned hereby sells, assigns and transfers unto
Print or Type Name,Address and Social Security Number
or other Taxpayer Identification 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 defined
by SEC Rule 17 Ad-15 (17 CFR 240.17 Ad-15)
By:
Title:
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