HomeMy Public PortalAbout005-2023 - Issuance of Sanitary Bonds BOARD (.)1"'' SANITARY COMMISSIONERS
RICHMOND SANITARY DIS'FRICT
BOND RhSOIA NO. 5-2023
A resolution concerning the construction of additions and improvements to the
sewage works and storm water system of the Richmond Sanitary District; the
issuance of bonds in one or more series to provide for the cost thereof; providing
for the collection, segregation and distribution of the revenues of said works and.
certain storm water system revenues; the safeguarding of the interests of the owners
of said bonds; other matters connected therewith, including the issuance of notes in.
anticipation of bonds; and repealing resolutions inconsistent herewith.
WHEREAS, the Board of Sanitary Commissioners ("Board") of the Richmond Sanitary
District ("District") of the City of Richmond, Indiana("City") finds that certain improvements and
additions to its sewage works are necessary; that certain reports containing general plans,
specifications, descriptions and estimates have been or will be prepared and filed by the engineers
employed by the District for the construction of said improvements and additions (as more fully
set forth in Lxiiihit_A attached hereto and made a part hereof) (collectively, "Project"), which plans
and specifications have been or will he submitted to all governmental authorities having
jurisdiction, particularly the Indiana Department of hnvironmental Management, and have been.
or will he approved by the aforesaid governmental authorities and are incorporated herein by
reference and open for inspection at the office of the Board as required by law; and.
WEIEREAS, on September 1.2, 2017, the Board, being the governing body of the District,
adopted a declaratory resolution ("Sanitary Declaratory Resolution") declaring that it is necessary.
for the public health and welfare and will he of public utility and benefit to construct the Project;
and.
WIIEREAS, on September 26, 201.7, after notice and a public hearing thereon, the Board.
confirmed the Sanitary Declaratory Resolution by the adoption of a confirmatory resolution; and
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W1--.'IEREAS, on September 12, 2017, the Board of Directors of the Department of Storm
Water Management of the Storm Water District ("Storm Water Board"), being the governing body
of the Storm Water District, adopted a declaratory resolution ("Storm Water Declaratory
Resolution") declaring that it is necessary .17.or the public health and welfare and will be of public
utility and benefit to construct the Project; and
WE1EREAS, on September 26, 2017, after notice and a public hearing thereon, the Storm
Water Board confirmed the Storm. Water Declaratory Resolution by the adoption of confirmatory
resolution; and.
WEIEREAS, the District has obtained engineer's estimates of the costs of the construction.
of the Project and advertised :for and received bids 1.''br the construction of the Project; said bids
will be subject to the District's determination to construct the Project and subject to the District
obtaining funds to pay for the Project.; that on the basis of the engineer's estimates and bids, the
cost of the Project, as defined in .1..0 36-9-1.-8, including estimated incidental expenses, is in the
estimated amount of Eleven Million One Hundred Ninety-One 'Thousand Dollars (S11,19E000);
and.
WHITEAS, the Board finds that the District may have funds on hand to apply to the cost
of the Project, but that it is necessary to authorize the financing of total costs of the Project by the
issuance of bonds, in one or more series, in an aggregate amount not to exceed $11,500,000 and,
if necessary, bond anticipation notes ("BANs"); and.
WHERE:AS, the Board finds that there are now outstanding bonds originally issued to
finance the construction of improvements and additions to the District's sewage works and payable
out of the revenues therefrom designated: (i) "Sanitary District Bonds of 2009, Series A," dated.
July 23, 2009 ("2009 Bonds"), originally issued in the amount of S1,536,000, now outstanding in
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the amount of$656,000 and maturing annually over a period ending January 1, 2030; Op "Sanitary
District Bonds of 2012, Series A," dated December 13, 2012 ("2012A. Bonds"), originally issued
in the amount of S14,800,000, now outstanding in the amount of$8,080,000 and maturing annually.
over a period ending January 1., 2033; (iii) "Taxable Sanitary District Bonds of 2012, Series 13,"
dated December 1.3, 2012 ("201213 Bonds"), originally issued in the amount of $826,1.25, now
outstanding in the amount of $434,800 and maturing annually over a period ending January 1.,
2033; (iv) "Sanitary District Refunding Bonds of 2015, Series ..13," dated June 9, 2015 ("2015
Bonds"), originally issued in the amount of $6,820,000, now outstanding in the amount of
$1,330,000 and maturing annually over a period ending January 1., 2024; (v) "Sanitary District
Bonds of 201.7, Series 13," dated November 30, 2017. ("2017 Bonds"), originally issued in the
amount of$11,205,000, now outstanding in the amount of$9,100,000 and maturing annually over
a period ending January 1, 2038; (vi) "Sanitary District Bonds of 2019, Series dated November
1, 2019 ("2019(' Bonds"), originally issued in the amount of$1.6,750,000, now outstanding in the
amount of $14,700,000 and maturing annually over a period ending January 1, 2040; (vii)
"Sanitary District Refunding Bonds of 201 9," dated November 1,201.9 ("2019 Reffinding Bonds"),
originally issued in the amount. of$6,030,000, now outstanding in the amount of$4,440,000 and
maturing annually over a period ending January 1, 2030; and (viii) "Sanitary District Bonds of
2021, Series D" dated April 14, 2021 ("2021 Bonds"), originally issued in the amount of
$6,455,000, Dow outstanding in the amount of$6,454,000 and maturing annually over a period.
ending January 1, 2042, which 2009 Bonds, 2012A. Bonds, 201213 Bonds, 201.5 Bonds, 2017
Bonds, 2019C Bonds, 201.9 Refunding Bonds and 202 1 Bonds constitute a first charge upon the
Net Revenues (as hereinafter defined) of the sewage works and which 2009 Bonds, 2015. Bonds,
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2017 Bonds, 2019C Bonds, 2019. 'Refunding Bonds and 2021. Bonds constitute a first charge upon
the hereinafter defined Storm Water Revenues;
WHEREAS, the 2009 Bonds, the 201.2A. Bonds, the 201.213 Bonds, the 2015 Bonds, the
201.7 Bonds, the 2019(2 Bonds,2019 Refunding Bonds and 2021. Bonds are hereinafter collectively
referred to as the "Outstanding Bonds;" and
WEIEREAS, the 2012A Bonds and the 2012B Bonds are hereinafter collectively referred
to as the "2012 Bonds'," and.
WHEREAS, .the 201.9C Bonds and the 2019 Refunding Bonds are hereinafter collectively
referred to as the "2019 Bonds:" and
WEIER,EAS, the resolutions authorizing the issuance of the Outstanding Bonds permit. the
issuance of additional bonds ranking on a parity with the Outstanding Bonds if certain conditions
can he met, and the District finds that the finances of the sewage works will enable the :District to
meet the conditions for the issuance of additional parity bonds, and that, accordingly, the revenue
bonds authorized by this resolution shall rank on a parity with the Outstanding Bonds; and
WHEREAS, the bonds to he issued pursuant to this resolution will constitute: (i) a first
charge against the '.Net Revenues of the sewage works, on a parity with the Outstanding Bonds;
and (ii) a first charge against the Storm Water Revenues, on a parity with the 2009 Bonds, the 2015
Bonds, the 201.7 Bonds, the 201.9 Bonds and the 2021 Bonds (collectively, "Outstanding Storm
Water Revenue Bonds"), and are to be issued subject to the provisions of IC' 36-9-25 and IC 8-1.5-
5, as in effect on the date of issuance of the bonds authorized hereunder (collectively, "Act"), and
the terms and restrictions of this resolution; and
WFIEREAS, the 1)istrict may enter into a Financial Assistance Agreement, Funding
Agreement, Grant Agreement and/or Financial Aid Agreement, together with any subsequent
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amendments thereto (collectively, "Financial Assistance Agreement") with the Indiana Finance
Authority ("Authority") as part of its wastewater loan program, supplemental drinking water and
wastewater assistance program, water infrastructure assistance program and/or water in frastru.cture
grant program (collectively, "IFA Program") established and existing pursuant to IC 5-1..2-1
through IC 5-1.2-4, and IC 5-1.2-1.0, IC 5-1.2-11., IC 5-1.2-1.4 and/or IC 5-1.2-1.4.5, pertaining to
the Project and the financing of the Project if the bonds or BANs are sold to the Authority through
its IFA. Program; and.
WHEREAS,the Board understands that for the Project to be permitted to be financed under
the TEA Program, the District must: (a) agree to own, operate and maintain (or cause the (Ity to
do so) the sewage works, storm water system and the Project for the duration of its useful life; and.
(b) represent and warrant to the Authority that neither the District nor the City has any intent to
sell, transfer or lease the sewage works, storm water system or the Project for the duration of its
useful life; and
WHEREAS, the District may accept other forms of financial assistance, as and if available,
from the IFA Program; and.
WHEREAS, the Storm Water Board will pledge to the District a portion of its storm water
system revenues pursuant to IC 8-1..5-5 ("Storm Water Revenues'') t'c.yr the payment of debt service
on the bonds as herein authorized, on a parity with the Outstanding Storm Water Revenue Bonds;
and.
WEII:!",REAS„ the Board desires to authorize the issuance of'BA.Ns hereunder, if necessary,
in one or moce series, payable solely from the proceeds of the bonds issued hereunder and to
authorize the refunding of the BA.Ns, if issued; and
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WHEREAS, the Board now finds that all conditions precedent to the adoption of a
resolution authorizing the issuance of said bonds and BANs have been complied with in
accordance with the provisions of the Act;
NOW, THEREFORE, BE IT RES01,Vfl) BY ITIE BOARD OF SANITARY
COMMISSIONERS 01 1TIE .RICTIMOND SANITARY DISTRICT, THAT:
Section 1.. Authorization of Project. The District will proceed with the construction of
the Project as set out in the tkclaratory Resolution as confirmed by a confirmatory resolution and.
in accordance with the general plans, specifications, descriptions and estimates heretofore prepared
or to be prepared and filed by consulting engineers employed by the District, which general plans,
specifications, descriptions and estimates are now on file or will he subsequently placed on file in
the office of the Board, and are hereby adopted and approved, and by reference made a part of this
resolution as fully as if the same were attached hereto and incorporated herein. 'Fwo copies of any
additional final plans and specifications and the cost estimates will be placed on file in the office
of the Board and he open ..for public inspection pursuant to IC 36-1-5-4. The estimated cost of
construction of the Project is expected to not.exceed $11,500,000, plus investment earnings on the
BAN and bond proceeds. 'the terms "sewage works," "sewage works system," "storm water
system," "works," 'system.," and words of like import where used in this resolution shall he
construed to mean the Treatment Works, as defined in the Financial Assistance Agreement entered
into between the District and the Authority and includes the existing sewage works system, storm.
water system, and all real estate and equipment used in connection therewith and appurtenances
thereto, and all extensions, additions and improvements thereto and replacements thereof now or
at. any time hereafter constructed or acquired. The Project shall he constructed in accordance with
the general plans, specifications, descriptions and estimates heretofore mentioned, which Project
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are hereby approved. 1 he Project shall be constructed and the BANs and bonds herein authorized
shall he issued pursuant to and in accordance with the Act.
In the event the Bonds or BANs are purchased by the Authority as part of the IFA Program,
on behalf of the District and the City, the Board hereby (i) agrees to own, operate and maintain (or
cause the City to do so) the sewage works, storm water system and the Project for its usefid life
and (ii) represents and warrants to the Authority that neither District or the ('by has any intent to
sell, transfer or lease the sewage works, storm water system or the Project for its useful life.
Section 2. Issuance of .BANs and Bonds.L Rqgistrar and Paying_Agenti Book-Entry
Provisions. (a) 71The Board hereby authorizes the Controller of the City ("Controller") to prepare
and issue, if necessary, the BANs ..for the purpose of procuring interim financing to apply on the
cost of the Project. The BANs may he issued, in one or more series, in an aggregate amount not
to exceed Eleven Million Five Efundred 'Thousand Dollars (ST1,500,000) to he designated
"Sanitary District. Bond Anticipation Notes of " (to be completed with the year in which
issued and appropriate series designation, if any). .F,ach series of BANs shall be sold at not less
than par value if sold to the Authority as part of its IFA Program or not less than 99`,V0 of the par
value thereof if sold to any other purchaser, shall be numbered consecutively .from I upward, shall.
be in any multiple of One Thousand Dollar ($1,000) or, if sold to the Authority as part of its IFA
Program, One Dollar ($1), as designated in the Note Purchase Agreement (as hereinafter(lefined),
shall he dated as of the date of delivery thereof, and shall bear interest at a rate not to exceed 5.0%
per annum (the exact rate or rates to be determined through negotiation with the purchaser of the
BANs), payable upon maturity. Each series of BANs will mature no later than five (5) years after
their date of delivery. The BANs are subject to renewal or extension at an interest rate or rates not
to exceed 5.0%per annum (the exact.rate or rates to be negotiated with the purchaser of the BANs).
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The term of the BANs and all renewal BANs may not exceed live years from the date of delivery
of the initial BANs. The BANs shall be registered in the name of the purchasers thereof.
Notwithstanding anything in this resolution to the contrary, any series of BANs issued hereunder
may bear interest that is taxable and included in the gross income of the owners thereof. If any
such BANs are issued on a taxable basis, the designated name shall include the term "'Taxable" as
the first word in the designated name.
The .BANs shall be issued pursuant. to 1(.:, 5-1.5-8-6.1 if sold to the Indiana Bond Bank or
pursuant to IC 5-1.2-1 through IC 5-1.2-4, IC 5-1.2-10, IC 5-1.2-11, IC 5-1..2-1.4 and/or IC 5-1..2-
14.5 if sold to the Authority, or pursuant to IC 5-1-14-5 if sold to a financial institution or any
other purchaser. The District shall pledge to the payment of.the principal of and interest on the
BANs the proceeds :from the issuance of the bonds pursuant to and in the manner prescribed by
the Act(unless the BANs are called for redemption prior to maturity as hereinafter provided.). The
bonds will be payable out of and constitute a first charge against (a) the Net Revenues (herein
defined as gross revenues, inclusive of System Development ('barges (as hereafter defined) of the
District's sewage works system, including all real estate, equipment, and appurtenances thereto
used in connection therewith, and all extensions, additions, and improvements thereto and
replacements thereof, now or at any time hereafter constructed or acquired, after deduction only
for the payment of the reasonable expenses of operation, repair and maintenance), on a parity with.
the Outstanding Bonds and (b) the Storm Water Revenues, on a parity with the Outstanding Storm.
Water Revenue Bonds.
lor purposes of this resolution, "System Development Charges" shall mean the proceeds
and balances from any non-recurring charges such as tap fees, subsequent connector fees, capacity
or contribution fees, and other similar one-time charges that are available for deposit under this
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resolution; provided, however, that any System Development Charges that are enacted under IC
36-9-23-29 (or similar provision applicable to IC 36-9-25), shall be considered as Net Revenues
of the sewage works.
(h) The District shall issue its bonds, in one or more series, in the aggregate amount
not to exceed Sll.,500,000 to he designated "Sanitary .District Bonds of " to he completed
with the year in which issued and the appropriate series designation, if any ("Bonds") for the
purpose of procuring funds to apply on the cost of the Project, refunding the BANs, if issued, and
issuance costs. :Each series of Bonds shall he issued and sold at a price not less than par value if
sold to the Authority as part of its IFA Program, or not less than 98% of the par value thereof if
sold to any other purchaser. .I.Each series of bonds shall he issued in fully registered .form in the
denomination of One Dollar ($1) or integral multiples thereof if sold to the Authority as part of its
fFA Program, or in denominations of S5,000 or integral multiples thereof if sold to any other
purchaser, numbered consecutively from 1. up, originally dated as of the date of delivery, and shall.
bear interest at a rate or rates not exceeding 5.0`)A.) per '.i.t-untrin (the exact rate or rates to be
determined by bidding or through negotiation with the Authority through its WA Program).
Interest is payable semiannually on January I. and July 1 in. each year, commencing on the first
January 1 or the first July 1 following the date of delivery of the Bonds, as determined by the
Controller with the advice of the District's municipal advisor. Principal shall he payable in lawful
money of the United States of America, at the principal office of the Paying Agent (as hereinafter
defined) and such Bonds shall mature annually on January 1 or he subject to mandatory sinking
fund redemption over a period ending no later than thirty-five (35) years after the date of.issuance
of the Bonds, and in such amounts that will allow the District to meet the coverage and/or
amortization requirements of the II'A Program. Such debt service schedule for any Bonds sold to
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the Authority as part of its !FA'Program shall be finalized and set forth in the 'Financial Assistance
Agreement. :For any Bonds not sold to the Authority as part of its IFA Program, such Bonds may.
mature annually on January I. or be subject to mandatory sinking fund redemption over a period
ending no later than thirty-live (35) years after the date of issuance of the Bonds sold to any other
purchaser in amounts that will either: (i)produce as level annual debt service as practicable taking
into account the annual debt service on the Outstanding Bonds and on all series of Bonds issued.
hereunder, or (ii) if the Bonds are sold to the Authority as part of its l'FA Program, allow the
District to meet the coverage and/or amortization requirements of the LFA Program. If the Bonds
are sold to the .Authority as part of its 1..FA Program, such debt service schedule shall be finalized
and set forth in the Financial Assistance Agreement..
Each series of Bonds shall rank on a parity with the other for all purposes, including the
pledge of Net Revenues and Storm Water Revenues under this resolution.
Notwithstanding anything in this resolution to the contrary, any series of Bonds issued
hereunder may bear interest that is taxable and included in the gross income of the owners thereof.
If any such Bonds are issued on a taxable basis, the designated name shall include the term.
"Taxable" as the first word in the designated name.
Interest on the Bonds and B.ANs shall he calculated according to a 360-day calendar year
containing twelve 30-day months.
All or a portion of the Bonds may be issued as one or more term bonds, upon election of
the successful bidder. Such term bonds shall have a stated maturity or maturities in the years as
determined by the successful bidder, but in no event later than the final serial maturity date of the
Bonds as determined in the above paragraph. r'[he term bonds shall be subject to mandatory sinking
fund redemption and final payment(s) at maturity at 100("A of the principal amount thereof, plus
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accrued interest to the redemption date, on principal payment, dates which are hereinafter
determined in accordance with the above paragraph.
Notwithstanding anything contained herein, the District may accept any other forms of
financial assistance, as and if available, from the IFA Program (including without any limitation.
forgivable loans, grants, or other assistance) whether available as an alternative to any Bond or
BAN related .provision otherwise provided for herein or as a supplement or addition thereto. .1.f
required by the II A Program to be eligible for such financial assistance, one or more of the series
of the Bonds issued hereunder may be issued on a basis such that the payment of the principal of
or interest on (or both) such series of Bonds is junior and subordinate to the payment, of the
principal of and interest on other series of Bonds issued hereunder(and/or any other revenue bonds
secured by a pledge of Net Revenues or Storm Water Revenues, whether now outstanding or
hereafter issued), all as provided by the terms of such series of Bonds as modified pursuant to this
authorization. Such financial assistance, if any, shall be provided in the hinancial Assistance
Agreement, and the Bonds of each series of Bonds issued hereunder (including any modification
made pursuant to the authorization in this paragraph to the form of Bonds otherwise contained
herein).
(c) The Mayor of the City ("Mayor") and Controller are authorized, on behalf of the
City, to select and appoint a qualified financial institution to serve as Registrar and Paying Agent
for the Bonds, which Registrar is hereby charged with the responsibility of authenticating the
Bonds ("Registrar" or "Paying Agent"). The Controller is hereby authorized, on behalf of the
Board, to enter into such agreements or understandings with such institution as will enable the
institution to perform the services required of a Registrar and Paying Agent. '[he Controller is
further authorized to pay such lees as the institution may charge for the services it provides as
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Registrar and Paying Agent, and such fees may be paid from the herein defined Sinking Fund
established to pay the principal of and interest on the Bonds and fiscal agency charges.
As to the BANS and as to the Bonds, if sold to the Authority as part of its IFA Program or
any other purchaser that does not object to such designation, the Controller may serve as Registrar
and Paying Agent and is hereby charged with the duties of a Registrar and Paying Agent.
If any Bonds or BANs are sold to the Authority as part of its [FA Program, the principal of
and interest thereon shall he paid by wire transfer to such financial institution if and as directed by
the Authority on the due date of such payment or, if such due date is a clay when financial
institutions are not open for business, on the business day immediately after such due date. So
long as the Authority is the owner of the Bonds or BANs, such Bonds and BANs shall he presented
:for payment as directed by the Authority.
(d) If such .Bonds and BANs are not sold to the Authority as part of its IFA Program or
if wire transfer payment is not required, the principal of the Bonds and BANs shall he payable at
the principal office of the Paying Agent and all payments of interest on the Bonds and BANs shall
be paid by check mailed one business day prior to the interest payment. date to the registered
owners thereof, as the names appear as of the .fifteenth day of the month preceding the interest
payment. date ("Record Date"), at the addresses as they appear on the registration hooks kept by
the Registrar or at such other address as is provided to the Paying Agent in writing by such
registered owner on or before such Record Date. If payment of principal or interest is made to a
depository, payment shall be made by wire transfer on the payment date in same-day funds. If the
payment date occurs on a date when financial institutions are not open for business, the wire
transfer shall he made on the next succeeding business day. 'The Paying Agent shall he instructed
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to wire transfer payments by 1.:00 p.m. (New York City time) so such payments are received at the
depository by 2:30 p.m. (New York. City time).
All payments on the BANs and Bonds shall be made in any coin or currency of the 'tinned
States of America, which on the date of such payment, shall he legal tender for the payment of
public and private debts.
(e) Each reference to the City in this subsection shall mean in a capacity on behalf of
the District. Each Bond shall be transferable or exchangeable only upon the hooks of the City kept
for that purpose at the principal office of the Registrar, by the registered owner thereof in person,
or by its attorney duly authorized in writing, upon surrender of such Bond together with a written
instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered
owner or its attorney duly authorized in writing, and thereupon a new fully registered Bond or
Bonds in the same aggregate principal amount and of the same maturity shall he executed and
delivered in the name of the transferee or transferees or the registered owner, as the case may be,
in exchange therefor, The costs of such .transfer or exchange shall be borne by the City. T he
the Board and the Registrar and Paying Agent tor the Bonds may treat and consider the person in
whose name such Bonds are registered as the absolute owner thereof for all purposes including for
the purpose of receiving payment of, or on account of, the principal thereof and interest due
thereon.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent.
.upon giving 30 days notice in writing to the City and by first class mail to each registered owner
of the Bonds then outstanding, and such resignation will take effect at the end of such 30-day
period or upon the earlier appointment of a successor registrar and paying agent. by the City. Any
such notice to the City may be served personally or sent by registered mail. The Registrar and.
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'Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in which
event the City may appoint a successor registrar and paying agent. The City shall notify each
registered owner of the Bonds then outstanding by first class mail of the removal of the Registrar
and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to he given.
when mailed by first class mail to the addresses of such registered owners as they appear on the
registration books kept by the Registrar.
Upon the appointment of any successor registrar and paying agent by the City, the
Controller is authorized and directed to enter into such agreements and •understandings with such
successor registrar and paying agent as will enable the institution to perform the services required.
of a registrar and paying agent :for the Bonds. The Controller is further authorized to pay such fees
as the successor registrar and paying agent may charge lbr the services it provides as registrar and
paying agent and such fees may he paid from the Sinking 'Fund as set forth in Section 11. hereof.
Any predecessor registrar and paying agent shall deliver all of the Bonds and any cash or
investments in its possession with respect thereto, together with the registration hooks, to the
successor registrar and paying agent.
Interest on any Bonds sold to the Authority as part of its IFA Program shall be payable
from the date or dates of payments made by the Authority as part of its purchase of the Bonds as
set forth in the Financial Assistance Agreement. Interest on all other Bonds shall he payable from.
the interest payment date to which .interest has been paid next preceding the authentication date of
the Bonds unless the Bonds are authenticated after the Record Date and on or before such interest:
payment date in which. case they shall bear interest front such interest payment date, or unless the
Bonds are authenticated on or before the Record Date preceding the first interest payment date, in.
which case they shall hear interest from the original date until the principal shall be fully paid.
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The Board has determined that it may be beneficial to have the Bonds held by a central
depository system pursuant to an agreement between the Board and The Depository Trust
Company, New York, New York ("Depository Trust Company") and have transfers of the Bonds
effected by book-entry on the books of the central depository system ("Book Entry System"). The
Bonds may be initially issued in the form of a separate single authenticated fully registered bond
for the aggregate principal amount of each separate maturity of the Bonds. In such case, urxm
initial issuance,the ownership of such Bonds shall be registered in the register kept by the Registrar
in the name of CEDE, & C.O., as nominee of the Depository Trust Company.
With respect to the Bonds registered in the register kept by the Registrar in the name of
ChDh & CO., as nominee of the Depository Trust Company, the Board, the City and the Paying
Agent shall have no responsibility or obligation. to any other holders or owners (including any
beneficial owner ("Beneficial Owner"))of the Bonds with respect to (i)the accuracy of the records
of the Depository 'trust Company, CEDE & C.(:)., or any Beneficial Owner with respect to
ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any
other person, other than the Depository Trust Company, of any notice with respect to the Bonds
including any notice of redemption, or (iii) the payment to any bondholder (including any
Beneficial Owner) or any other person, other than the Depository Rust Company, of any amount
with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise
provided herein.
No person other than the Depository Trust Cornpany shall receive an authenticated Bond
evidencing an obligation of the Board to make payments of the principal of and premium, if any,
and interest on the Bonds pursuant to this resolution. The 'Board, the City and the Registrar and
Paying Agent may treat as and deem the Depository '12rust Company or & CO. to be the
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absolute bondholder of each of the Bonds for the purpose of(i) payment of the principal of and.
premium, if any, and interest on such Bonds; (ii) giving notices of redemption and other notices
permitted to be given to bondholders with respect to such Bonds; (iii) registering transfers with
respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken
of or by bondholders; (y) voting; and (vi) for all other purposes whatsoever. The Paying Agent
shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order
ofthe.Depository trust Company, and all such payments shall be valid and effective fully to satisfy
and discharge the Board's, the City's and the Paying Agent's obligations with respect to principal.
of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. LTpon
delivery by the Depository l Company to the Board of written notice to the effect that the
Depository "trust Company has determined to substitute a new nominee in place of GEDE & CO.,
and subject to the provisions herein with respect to consents, the words "CEDE & in this
resolution shall refer 1 such new nominee of the Depository 't rust Company. Notwithstanding
any other provision hueof to the contrary, so long as any Bond is registered in the name of CEDE
& C.O., as nominee of the Depository 7[rust Company, all payments with respect to the principal
of and premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall.
be made and given, respectively, to the Depository 'trust Company as provided in a representation.
letter from the Board to the Depository 'I Company.
Upon receipt by the Board of written notice from the Depository Trust Company to the
effect that. the Depository I rust ti:ompany is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the flinctions of the Depository Trust Company
hereunder can be found which is willing and able to undertake such functions upon reasonable and
customary terms, then the Bonds shall no longer be restricted to being registered in the register of
- 1.6 -
4858-9428-0273.4
the Board kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust.
Company, but may be registered in whatever name or names the bondholders transferring or
exchanging the Bonds shall designate, in accordance with the provisions of this resolution.
If the Board determines that it is in the best interest of the bondholders that they be able to
obtain certificates for the fully registered Bonds, the Board may notify the Depository "'I:rust
Company and the Registrar, whereupon the Depository ""Frust Company will notify the Beneficial.
Owners of the availability through the Depository "[rust Company of certificates for the Bonds. In.
such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the
bonds as requested by the Depository 'I:rust Company and any Beneficial Owners in appropriate
amounts, and whenever the Depository Trust Company requests the Board and the Registrar to do
so, the Registrar and the Board will cooperate with the Depository ""frust Company by taking
appropriate action after reasonable notice (i) to make available one or more separate certificates
evidencing the fully registered Bonds of any Beneficial Owner's Depository "frust Company
account or (ii) to arrange for another securities depository to maintain custody of certificates for
and evidencing the Bonds.
If the Bonds shall no longer be restricted to being registered in the name of the Depository
frust Company, the Registrar shall cause the Bonds to be printed in blank. in such number as the
Registrar shall determine to he necessary or customary; provided, however, that the Registrar shall
not be required to have such Bonds printed until it shall have received ...from the Board
indemnification for all costs and expenses associated with such printing.
In connection with any notice or other communication to be provided to bondholders by
the Board or the Registrar with respect to any consent or other action to be taken by bondholders,
the Board, the City or the Registrar, as the case may he, shall establish a record date for such
- 1'7 -
4858-9428-0273.4
consent or other action and give the Depository'[rust Company notice of such record date not less
than fifteen (1.5) calendar days in advance of such record date to the extent possible.
So long as the Bonds are registered in the name of the Depository Trust Company or CEDE
& CO. or any substitute nominee, the Board, the City and the Registrar and Paying Agent shall be
entitled to request and to rely upon a certificate or other written representation from the Beneficial.
Owners of the Bonds or from the Depository '[rust Company on behalf of such Beneficial Owners
stating the amount of their respective beneficial ownership interests in the Bonds and setting forth
the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected
by the Registrar and the Depository Trust Company, to the same extent as if such consent, advice,
direction, demand or vote were made by the bondholders for purposes of this resolution and the
Board, the City and the Registrar and Paying Agent shall for such purposes treat the Beneficial
Owners as the bondholders. Along with any such certificate or representation, the Registrar may
request the Depository Trust Company to deliver, or cause to he delivered, to the Registrar a list
of all Beneficial Owners of the bonds, together with the dollar amount of each Beneficial Owner's
interest in the Bonds and the current addresses of such Beneficial Owners.
Section 3. .Redeniption of f3A.Ns and Bonds. (a) '[he BANs are prepayable by the
District, in whole or in part, on any date, upon 20 days' notice to the owner of the BANs, with no
premium.
(b) For any Bonds not sold to the Authority as part of its !FA Program, the Bonds are
redeemable at the option of the District, but no later than ten (10) years from their date of issuance,
on thirty (30) days'notice, in whole or in part, in the order of maturity as determined by the District
and by lot within a maturity, at face value, together with a premium no greater than 2(N), plus in
each case accrued interest to the date fixed for redemption. The exact redemption features shall
- 8
/1858-9428-0273.4
be determined by the Controller with the advice of the ..f...)istrict's municipal advisor and shall be set
out in the notice of sale described in Section 7 herein.
lor any Bonds sold to the Authority as part of its WA Program, such Bonds are redeemable
at. the option of the District, but no sooner than ten (10) years after their date of delivery, and
thereafter on any date, on sixty (60) days notice, in whole or in part, in inverse order of maturity,
and by lot within a maturity, at face value together with a premium no greater than 2:Vo, plus
accrued interest to the date fixed for redemption; provided however if the Bonds are sold to the
IPA Program and registered in the name of the Authority, the Bonds shall not be redeemable at the
option of the District unless and until consented to by the Authority. The exact redemption dates
and premiums shall he established by the Controller, with the advice of the 'District's municipal.
advisor, prior to the sale of the Bonds.
(c) If any Bond is issued as a term bond, the Paying Agent shall credit against the
mandatory sinking fund requirement for the Bonds maturing as term bonds, and corresponding
mandatory redemption obligation, in the order determined by the District, any Bonds maturing as
term bonds which have previously been redeemed (otherwise than as a result of a previous
mandatory redemption requirement) or delivered to the Registrar cancellation or purchased for
cancellation by the Paying Agent and not theretofore applied as a credit against any redemption.
obligation. Each :Bond maturing as a term bond so delivered or canceled shall he credited by the
Paying Agent at 1.00% of the principal amount thereof against. the mandatory sinking fund.
obligation on such mandatory sinking fund date, and any excess of such amount shall he credited
on future redemption obligations, and the principal amount of the Bonds to he redeemed by
operation of the mandatory sinking fund requirement shall he accordingly reduced; provided,
- 19 -
4858-9428-0273.4
however, the Paying Agent shall credit only such Bonds maturing as term bonds to the extent:
received on or before forty-live (45) days preceding the applicable mandatory redemption date.
Each authorized denomination amount shall be considered a separate bond for purposes of
optional and mandatory redemption. If less than an entire maturity is called for redemption, the
Bonds to be called for redemption shall he selected by lot by the Registrar. If some Bonds are to
be redeemed by optional redemption and mandatory sinking fund redemption on the same date,
the Registrar shall select by lot the Bonds for optional redemption before selecting the Bonds by
lot for the mandatory sinking fund redemption.
(d) In either case, notice of such redemption shall be given not less than sixty(60) days,
for any Bonds sold to the Authority as part of its IFA Program, and at least thirty (30) days for any
Bonds sold to another purchaser, prior to the date :fixed for redemption by mail unless the notice
is waived by the registered owner of a Bond. Such notice shall be mailed to the address of the
registered owners as shown on the registration records of the District as of the date which is sixty-
five (65) days for any Bonds sold to the Authority as part of its .IFA Program, and forty-five (45)
days for any Bonds sold to another purchaser, prior to such redemption date. The notice shall
specify the date and place of redemption and sufficient identification of the Bonds called for
redemption. The place of redemption shall be determined by the 1.)istrict. Interest on the Bonds
so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds
are available at the principal office of the Paying Agent to pay the redemption price on the date so
named. Coincidentally with the payment of the redemption price, the Bonds so called for
redemption shall he surrendered for cancellation.
Section 4. Execution of Bonds and .BANsPiedge of Net Revenues and Storm Water
Revenues to Bonds. Each of the BANs and Bonds shall he signed in the name of the City by the
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4858-9428-02714
manual or facsimile signature of the Mayor, countersigned by the manual or facsimile signature of
the Controller, and attested by the manual or facsimile signature of the Clerk of the City ("Clerk"),
who shall affix the seal of the City to each of the Bonds manually or shall have the seal imprinted.
or impressed thereon by facsimile. These officials, by the signing of a Signature and No Litigation
Certificate, shall adopt as and for their own proper signatures their facsimile signatures appearing
on the Bonds. The officers have full authority to execute any and all documents necessary to issue
the Bonds and the use of electronic signatures by the officers are hereby authorized and affirmed
with full valid legal effect and enforceability. The Bonds must be authenticated by an authorized
officer of the Registrar.
The Bonds, and any bonds ranking on a parity therewith, as to both principal and interest,
shall be payable from and secured by an irrevocable pledge of and shall: (i) constitute a first charge
upon the Net Revenues of the sewage works of the District, on a parity with the Outstanding Bonds,
including all such net revenues from the existing works, the .Project and all additions and
improvements thereto and replacements thereof subsequently constructed or acquired, to be set
aside into the Sinking.Fund as herein provided; and (ii) from and secured by an irrevocable pledge
of, and shall constitute a first charge upon the Storm Water Revenues, on a parity with the
Outstanding Storm Water Revenue Bonds. The District shall not be obligated to pay the Bonds or
the interest thereon except from the Net Revenues of said sewage works and Storm Water
Revenues, and the Bonds shall not constitute an indebtedness or general obligation of the City
within the meaning of the provisions and limitations of the constitution of the State of Indiana, but
shall constitute an indebtedness of the District, as a special taxing district.
- 21 -
4858-9428-0273.4
Section 5. Form of Bonds. The form and tenor of the Bonds shall be substantially as
follows, all blanks to be filled in properly and all necessary additions and deletions to be made
prior to delivery thereof:
[Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("D'I( "), to the City of Richmond, Indiana, or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered
in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co, or to such other entity as
is requested by an authorized representative of 1)T( ), ANY TRANSFER, PLEDGE, OR
OTIIER USE HEREOF FOR VALUE OR OTI-1ERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & (o., has an interest
herein.I
NO,
UNITEI) STATES OF AMERICA
STA'IL OF INDIANA COI1NTY OF WAYNE
CITY ()F RICE IMOND
'TAXABLE] SANITARY DISTRICT BOND OF [, SERIES
MATI1RITY [1 NI ORIGINAL, AlTITIEN'I'ICA HON
DATE] DATE,
.. 1,0_151P]
RE('jISTERE11) OWNER:
PRINCIPAL, SUM:
The Cay of Richmond ("City"), in Wayne County, State of Indiana, for and on behalf of
the Sanitary District of the City ("District") for value received, hereby promises to pay to the
Registered Owner (named above) or registered assigns, from the source and in the manner herein
provided, the Principal Sum set forth above[, or so much thereof as may he advanced from time to
time and be outstanding as evidenced by the records of the registered owner making payment for
this bond, or its assigns, on [the Maturity Date set forth above' OR [January 1 in the years and in
the amounts as set forth on Exhibit A attached hereto] (unless this bond he subject to and shall
have been duly called for redemption and payment as provided for herein), and to pay interest
hereon at the [Interest Rate per annum stated above' [interest rate's" per annum set forth on Exhibit
A attached hereto' from the [dates of payment made on this Bond] OR [interest payment date to
which interest has been paid next preceding the Authentication Date of this bond unless this bond
is authenticated after the fifteenth day of the month preceding an interest payment date and on or
before such interest payment date in which case it shall hear interest from such interest payment
date, or unlests this bond is authenticated on or beibre 1 5, 20 in which case it shall
hear interest from the Original Date" until the principal is paid, which interest is payable
- 22 -
4858-9428-0273,4
semiannually on the first day of January and July of each year, beginning on I, 20 .
Interest shall be calculated according to a 360-day calendar year containing twelve 30-day months.
[The principal of this bond is payable at the principal office of
("Registrar" or "Paying Agent"), in the of I. All payments of
[principal of and] [interest] on this bond shall be paid by [check mailed one business day prior to
the interest payment date] OR [wire transfer for deposit to a financial institution as directed by the
Indiana Finance Authority("Authority") on the due date or, if such due date is a day when financial
institutions are not open for business, on the business day immediately after such due date] to the
registered owner hereof, as of the fifteenth day of the month preceding such payment date, at the
address as it appears on the registration books kept by [ ("Registrar" or
"Paying Agent") in the of , Indiana] OR [the
Registrar] or at such other address as is provided to the Paying Agent in writing by the registered
owner. [Notwithstanding anything to the contrary herein, this bond shall not. be required to be
presented or surrendered to receive payment in connection with any mandatory sinking fund
redemption 'until the final maturity date of this bond or earlier payment in full of this bond.] [If
payment of principal or interest is made to a depository, payment shall be made by wire transfer
on the payment date in same-day funds. If the payment date occurs on a date when financial.
institutions are not. open for business, the wire transfer shall he made on the next succeeding
business day. The Paying Agent shall wire transfer payments by 1:00 p.m. (New York City tune)
so such payments are received at the depository by 2:30 p.m. (New York City.time)]. All payments
on the bond shall be made in any coin or currency of the I.Tnited States of America, which on the
dates of such payment, shall be legal tender for the payment of public and private debts.
THIS BOND StlAl I, NO I' CONSTITI.TIE AN INDEBI-Ef/NESS OR CIENERAL
OBLIGATION OF TFIE CITY WITHIN 'II IE MEANING OF TILE PROVISIONS AND
LIMITATIONS (11)F TEIE CONSTITUTION OF THE S'17A.'ITE Of.'" INI)IANA, 13t.j.T SHAIT„
CONSTITUTE AN INDFAITEDNESS OF 'II IE DISTRICE, AS A SPRIAL 717AXING
.DISTRI( T SHALL NOT UI' OBLIGATI'I) TO PAY 71111S BOND OR THE
INTEREST .HEREON FROM 'II IF SPECIAL FUND PR(1)VIDED .FROM 11'1E
LITIAEINAI'TER 1...)EFINED RI.A/ENUES, ON A 1...)A.R.ITY WITH 1111 OtTI"S"FANDING
BONDS, AND FROM THE HEREINAFTER DEl'INEI) sToRm WATER REVENUES, ON A
PARITY .wm:-.1 THE OF] sTANimNG STORM WATER REVENUE BONDS (EACH AS
DETINE'^',D IN THE FIEREINAFTER DEFINED RESOLI.FFION).
'This txynd is [the only] one of an authorized issue of bonds of the District, acting in the
name of the City, [to be] [issued in series] of like date, tenor and effect, (except as to rates of'
interest", series designation," and dates of maturity] in the total amount of.
Dollars ($ ) ("Bonds"), numbered consecutively from I. up, issued for the purpose of
providing funds to he applied on the cost of additions and improvements to the District's sewage
works, [to refund interim notes issued in anticipation of the Bonds] and to pay incidental expenses,
all as more particularly described in declaratory resolutions adopted on September 12, 2017, as
confirmed by resolutions adopted on September 26, 2017,. which Bonds are authorized by a.
resolution adopted by the Board of the 1„)istrict on the day of , 2023, entitled "A
resolution concerning the construction of additions and improvements to the sewage works and
storm water of the Richmond Sanitary ti)istrict; the issuance of bonds in one or more series to
provide for the cost thereof; providing for the collection, segregation and distribution of' the
- 23 -
4858-9428-0273.4
revenues of said works and certain storm water revenues; the safeguarding of the interests of the
owners of said bonds; other matters connected therewith, including the issuance of notes in.
anticipation of bonds; and repealing resolutions inconsistent herewith" ("Resolution"), and in strict
compliance with the provisions of IC 36-9-25, as in effect on the issue date of the Bonds ("Act").
[Reference is hereby made to the Financial Assistance Agreement ("Financial Assistance
Agreement") between the District and the Authority concerning certain terms and covenants
pertaining to the sewage works project. and the purchase of this Bond as part of the wastewater
loan program established and existing pursuant to IC 5-1 .2-1 through IC 5-1 .2-4 and IC 5-1.2-101
Pursuant to the provisions of the Act and the Resolution, the principal and interest of this
Bond and all other Bonds of said issue, [including the Sanitary District Revenue Bonds of
Series ("Series Bonds")] and any bonds hereafter issued on a parity therewith, are payable
solely from the Sewage Works Sinking Fund (continued by the Resolution) to be provided from.
the Net Revenues (defined as gross revenues, inclusive of System Development Charges (as
defined in the Resolution) after deduction only for the payment of the reasonable expenses of
operation, repair and maintenance) of the sewage works of the District. The Bonds of this issue
of which this Bond is a part are [on a parity with the Series Bonds and" as to the Net
Revenues, on a parity with the Outstanding Bonds, and shall constitute a:first charge on the Storm
Water Revenues, on a parity with the Outstanding Storm Water Revenue Bonds.
The District irrevocably pledges the entire Net Revenues of said sewage works and the
Storm Water Revenues to the prompt payment of the principal of [and interest on] the Bonds
authorized by the Resolution, of which this is one, and any bonds ranking on a parity therewith,
including the [Series Bonds and the] Outstanding Bonds, as to the Net Revenues, and the
Outstanding Storm Water Revenue Bonds as to the Storm Water Revenues, to the extent necessary
for that purpose, and covenants that ii will cause to be fixed, maintained and collected such :rates
and charges :for service rendered by said works as are sufficient in each year for the payment of
the proper and reasortible expenses of [Operation and Maintenance (as defined in the t'inancial
Assistance .Agreement)] OR [operation, repair and maintenance] of said works and for the
payment of the sums required to be paid into the Sinking Fund under the provisions of the Act and
the Resolution. if the District or the proper officers of the District shall fail or refuse to so fix,
maintain and collect such rates or charges, or if there be a default in the payment of the interest on
or principal of this Bond, the owner of this Bond shall have all of the rights and remedies provided.
for in the Act, including the right to have a receiver appointed to administer the works and to
charge and collect rates sufficient to provide f..(i.yr the payment of this Bond and the interest. hereon.
Tillie District further covenants that it will set aside and pay into its Sewage Works Sinking
Fund a sufficient amount of the Net Revenues of said works and Storm Water Revenues to meet:
(a) the interest on all bonds which by their terms are payable from the revenues of the sewage
works, as such interest shall fall due; (b) the necessary fiscal agency charges for paying the bonds
and interest; (c) the principal of all bonds which by their terms are payable from the revenues of
the sewage works, as such principal shall fall due; and (d) an additional amount to [create andl
maintain the reserve required by the 'Resolution. Such required payments shall constitute a first
charge upon all the Net Revenues of said works, on a parity with the [Series Bonds and the]
Outstanding Bonds and a first charge upon all Storm Water Revenues, on parity with the
Outstanding Storm Water Revenue Bonds.
- 24 -
4858-9428-0273.4
Ihe Bonds of this issue maturing on and after January 1, , are redeemable at the
option of the District on 1, , or any date thereafter, on [sixty (60)] OR [thirty
(30)1 days notice, in whole or in part, [in inverse order of maturjty] OR [in the order of maturity
as determined by the 'District] and by lot within a maturity, at face value, together with the
following premiums:
% if redeemed on .1, 200 or thereafter
on. or before 70
% if redeemed on. . 1, 200 or thereafter
on or before 70 •
0')/0 if redeemed on 1, 20 or thereafter
prior to maturity;
plus accrued interest to the date fixed for redemption[, provided however if the Bonds are
registered in the name of the Authority of the Bonds, the Bonds shall not be redeemable at the
option of the District unless and until consented to by the Authority].
['he Bonds maturing on January 1, are subject to mandatory sinking fund
redemption prior to maturity, at a redemption price equal to the principal amount thereof, plus
accrued interest, on January 1 in the years and in the amounts set forth below:
20 Term Bond
Year Amount
*Final maturity]
:Each [Five Thousand 1.)ollars ($5,000)] [(1.Th.e Dollar (`i;I)] principal amount shall he
considered a separate bond for purposes of optional land mandatory] redemption. If less than an
entire maturity is called for redemption, the Bonds to he called for redemption shall be selected by
lot by the Registrar. [If some Bonds are to be redeemed by optional redemption and mandatory
sinking :fund redemption on the same date, the Registrar shall select by lot the Bonds for optional
redemption before selecting the Bonds by lot for the mandatory sinking fund redemption...I
Notice of such redemption shall be mailed to the address of the registered owner as shown
on the registration records of the District as of the date which is [sixty-ftve (65)] IfOrty-five (45)]
days prior to such redemption date, not less than [sixty t6001 [thirty (3.0)] days prior to the date
fixed for redemption unless the notice is waived by the registered owner of this bond. 7Fhe notice
shall specify the date and place of redemption and sufficient identification of the bonds called for
redemption. The place of redemption may be determined by the District. Interest on the bonds so
called for redemption shall cease on the redemption date fixed in such notice if sufficient funds
are available at the place of redemption to pay the redemption price on the date so named.
If this Bond Alan not be presented for payment or redemption on the date fixed therefor,
the 'District may deposit in trust with its depository bank, an amount sufficient to pay such Bond
or the redemption price, as the case may be, and thereafter the registered owner shall look only to
- 25
4858-9428-0273.4
the funds so deposited in trust with said bank for payment and the District shall have no further
obligation or liability in respect thereto.
This Bond is transferable or exchangeable only upon the books of the District kept for that
purpose at the [designated corporate trust] office of the Registrar, by the registered owner hereof
in person, or by its attorney duly authorized in writing, upon surrender of this Bond together with
a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the
registered owner or its attorney duly authorized in writing, and thereupon a new fully registered
Bond or Bonds in the same aggregate principal amount and of the same maturity, shall he executed
and delivered in the name of the transferee or transferees or to the registered owner, as the case
may be, in exchange therefor. The District, the Registrar and any paying agent for this Bond may
treat and consider the person in whose name this Bond is registered as the absolute owner hereof
for all purposes inclu ling for the purpose of receiving payment of, or on account of, the principal.
hereof and interest due hereon.
[The Bonds shall be initially issued in a Book Entry System (as defined in the Resolution).
The provisions of this Bond and of the Resolution are subject in all respects to the provisions of
the Letter of Representations between the District and TI'he Depository 71:rust Company, or any.
substitute agreement, effecting such Book Entry System.]
This Bond is subject to defeasance prior to redemption or payment as provided in the
Resolution referred to herein. THE OWNER OF TITLS BOND, BY "II IE ACCEPTANCE
ITEREN', FIER:EBY AGREES TO ALL THE 7FERMS AND PROVISIONS (1..X...")NTAINIED IN
TITIE RESOLt JTION, [he Resolution may he amended without the consent of the owners of the
Bonds as provided in the Resolution.
'[he Bonds maturing in any one year are issuable only in fully registered form in the
denomination of 1$5,!0001 1.$11 or any integral multiple thereof not exceeding the aggregate
principal amount of the Bonds maturing in such year.
It is hereby certified and recited that all acts, conditions and things required to he done
precedent. to and in the preparation and complete execution, issuance and delivery of this Bond
have been done and performed in regular and due form as provided by .law.
fhis Bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by an authorized representative of the Registrar.
IN WIT..INESS WHERE(.....)1", the Board of Sanitary Commissioners of the City of Richmond,
in Wayne County, Indiana, has caused this Bond to be executed in the name of the City of
Richmond for and on behalf of the Richmond Sanitary District of the City, by the manual or
facsimile signature of the Mayor of the countersigned by the manual or facsimile signature
of the Controller of the City, its corporate seal to he hereunto affixed, imprinted or impressed by
any means and attesied manually or by ...facsimile by the Clerk- of the City.
CITY (...)1." RICEIM(..)ND, INDIANA
- -
4858-9428-02734
[SEAL] By:
Mayor
Countersigned:
By:
Controller
Attest:
Clerk.
REGISTRAR'S (... ERTINGATE OF AUTHENTICATION
It is hereby certified that this Bond is one of the Bonds described in the Resolution.
As Registrar
By:
Authorized Representative
ASSIGNMENT
FOR VAITIE RECEIVED the undersigned hereby sells, assigns and transfers unto
, the within Bond and all rights
thereunder, and hereby irrevocably constitutes and appoints , attorney,
to transfer the within. Bond in the books kept for the registration thereof with full power of
substitution in the premises.
Dated:
NOTICE: Signatureks) must he guaranteed by. NOTICE: The signature to this assignment
an eligible guarantor institution participating in must correspond with the name as it appears on.
a Securities Transfer Association recognized the face of the within Bond in every particular,
signature guarantee program. without alteration or enlargement or any
change whatsoever.
- 27 -
4858-94.28-0273,4,
IEXHIBIT A
[To be completed on a separate pagefj
Section 6. Pruaration and Sale of BANs and Bonds;Jigficial Statement.,Continuing
Disclosure. (a) The Controller is hereby authorized and directed to have the BANs and Bonds
prepared, and the Mayor, the Controller and the Clerk are hereby authorized and directed to
execute the BANs and Bonds in the form and manner herein provided. The Controller is hereby
authorized and directed to deliver the BANs and Bonds to the respective purchasers thereof after
sale made in accordance with the provisions of this resolution, provided that at the time of said
delivery the Controller shall collect the full amount which the respective purchasers have agreed
to pay therefor, which amount shall not be less than par value of the BANs if sold to the Authority
as part of its LIF.A. Program or not less than 99% of the par value of the BANs if sold to any other
purchaser,or not less than,par value of the Bonds if sold to the Authority as part of itstFA Program,
and not less tlxin 98% of the par value of the Bonds if sold to any other purchaser, as the case may
he. Payment for the BANs and any Bonds sold to the Authority as a part of its I.FA. Program may.
be made in installments. Each series of Bonds herein authorized, as and to the extent paid for and
delivered to the purchaser shall be the binding special revenue obligations of the District. The
proceeds derived from the sale of the Bonds shall be and are hereby set aside for application on
the cost of tfr Project hereMbefore referred to, the refunding of the BANs, if issued, and the
expenses necessarily incurred in connection with the BANs and Bonds. The proper officers of the
District are hereby directed to draw all proper and necessary warrants, and to do whatever acts and
things which may be necessary to carry out the provisions of this resolution.
(b) Distribution of an. Official Statement (preliminary and final) prepared by O.W.
Krohn & Associates, LLP, on behalf of the District, is hereby approved and the Mayor or the
Controller arc authorized and directed to execute the Official Statement on behalf of the Iiistrict
- 28
4858-9428-0273.4
in a form consistent with this resolution. The Mayor or the Controller are hereby authorized to
designate the preliminary Official Statement as "nearly final" 1:.'or purposes of Rule 15c2-1.2
promulgated by the Securities and 'Exchange Commission ("Rule").
(c) If any series of Bonds are subject to the Rule, a('ontinuing Disclosure I Mdertaking
("Undertaking") for the Bonds is hereby authorized and approved by the Common Council, and
the Mayor and Controller are hereby authorized and directed to complete, execute and attest the
same on behalf of the District. Notwithstanding any other provisions of this resolution, failure of
the District to comply with the LIndertaking shall not he considered an event of default under the
Bonds or this resolution.
Section 7. Bond Sale Notice, 'ff any series of the Bonds will be sold at a competitive
sale, prior to the sale of any series of the Bonds, the Controller shall cause to be published either
(i) a notice of such sale two (2) times one (1) week apart in the newspaper or newspapers in
accordance with IC 5-1.-1 1.-2(a) and IC 5-11-1(a)(1) which meet the requirements of IC 5-3-1, with
the first publication occurring at least fifteen (15) days before the date of the sale and the second
publication being made at least three (3) days before the date of the sale, (ii) a notice of intent to
sell in the newspaper or newspapers published in the City which meet the requirements of IC 5-3-
1 and the Indianapolis Business „Journal all in accordance with 1(..T. 5-1-1 .1-2(b), IC 5-1-I 1(a)(1)
and IC 5-3-1; (iii) a notice or notices as determined by the Controller, upon the advice of the City's
municipal advisor, to assist the City with the sale of the 1...:3orids pursuant to IC 5-1-11-1(a)(2); or
(iv) the City may negotiate a sale with a potential bidder, upon the advice of the ('ity's municipal
advisor. At the election of the City, a notice or summary notice of sale may also be published one
(1) time in the Indianapolis Business' ,..Journal, and a notice or summary notice may also be
published in The Bond Buyer in New York, New York. 'the notice shall state the character and
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4858-9428-0273.4
amount of the Bonds, the maximum rate of interest thereon, the terms and conditions upon which.
bids will be received and the sale made, and such other information as the Controller and the
attorneys employed by the City shall deem advisable and any summary notice may contain any
information deemed so advisable. "Ifhe notice will also state that the winning bidder will agree to
assist the City in establishing the issue price of the Bonds under Treas. Reg. Section 1.1.48-1(f)
("Issue Price .Regulation"). 'File criteria for establishing the issue price under the Issue Price
Regulation shall be set forth in the preliminary Offieial Statement and/or the hid fortn. Said notice
may provide, among other things, that electronic bidding will be permitted arid that the successful
bidder shall be required to submit a certified or cashier's check or a wire transfer in an amount
equal to one percent (1%) of the aggregate principal amount of the Bonds described in the notice
within twenty-four (24) hours of the award of the Bonds. In the event the successful bidder shall
fail or refuse to accept delivery of the Bonds and pay for the same as soon as the Bonds are ready
for delivery, or at the time fixed in the notice of sale, then the proceeds of such deposit shall
become the property of the City and shall he considered as its liquidated damages on account of
such default. All bids for the Bonds shall be sealed and shall be presented either to the Controller,
or at the office of the City's municipal advisor on behalf of the Controller. The Controller, or the
City's municipal advisor on behalf of the (...'.ontroller, shall continue to receive all bids offered until
the hour on the day fixed in the notice, at which time and place the Controller, or the City's
municipal advisor on behalf of the Controller, shall open and consider the bids. Bidders for the
Bonds shall he required to name the rate or rates of interest which the Bonds are to bear, not
exceeding the maximum rate hereinhefore fixed, and that such interest rate or rates shall he in
multiples of one-eighth (1/8), one-twentieth (1/20) or one-hundredth (1/100) of one percent (1%).
the notice may provide that the rate hid on any maturity shall he equal to or greater than the rate
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4858-9428-0273.4
bid on the immediately preceding maturity. No conditional bid or bid for less than ninety-nine
percent (..99.°/0) of the par amount of the Bonds will be considered. Prior to the delivery of the
Bonds, the Controller shall obtain a legal opinion as to the validity of the Bonds from Ice Miller
LIP, bond counsel, of Indianapolis, Indiana, and shall furnish this opinion to the purchaser of the
Bonds. The cost of this opinion shall be considered as part of the costs incidental to these
proceedings and may be paid out of proceeds of the Bonds.
The Bonds shall be awarded by the Controller to the best bidder who has submitted a bid.
in accordance with the terms of this resolution, IC 5-1-11 and the notice of sale. 'the best bidder
shall be the one who offers the lowest net interest cost to the District, to be determined by
computing the total interest on all of the Bonds to their maturities and adding thereto the discount
bid, if any, and deducting therefrom the premium bid, if any. 't"he Controller shall have 1.411 right
to reject any and all bids. If an acceptable hid is not received on the date and time fixed in the
notice for sale of the Bonds, the Controller shall be authorized to continue to receive bids from
day to day thereafter without further advertisement for a period not to exceed thirty (30) days,
during which time no bid which provides a net interest cost to the District which is equal to or
higher than the best bid received at the time of the advertised sale will be considered.
As an alternative to public sale,the (.I'ontroller may negotiate the sale of any series of Bonds
to the Authority as a Ftirt of its IFA Program. The Mayor and the Controller are hereby authorized
to: (i) submit an application to the Authority as a part of its IFA Program; GO execute one or more
Financial Assistance Agreement with the Authority with terms conforming to this resolution; and
(ih) sell such Bonds upon such terms as are acceptable to the Mayor and the Controller consistent
with the terms of this resolution. Any such Financial Assistance Agreement shall he substantially
in the form attached as Exhibit B to this resolution and incorporated herein by reference is hereby
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approved by the District, and the Mayor and Controller are hereby authorized to execute and
deliver the same, and to approve any changes in :form or substance to the Financial Assistance
Agreement for any series of Bonds so purchased, which are consistent with the terms of this
resolution, such changes to he conclusively evidenced by their execution.
Section 8. Use of Proceeds. 1"he accrued interest received at the time of the delivery
of the.Bonds and premium, if any, shall be deposited in the Sinking Fund. "'Ir he remaining proceeds
from the sale of the Bonds, to the extent not used to refund BANs, and BAN proceeds shall be
deposited in a bank or banks which are legally designated depositories for the funds of the District,
in a special account or accounts to be designated as "Richmond Sanitary District, Sewage Works
Construction Account" ("Construction Account"). All funds deposited to the credit of the Sinking
Fund or Construction Account shall he deposited, held, secured or invested in accordance with the
laws of the State of Indiana relating to the depositing, holding, securing or investing of public
funds, including particularly IC 5-1 3, as amended and supplemented, and as applicable, pursuant.
to IC 5-1..2-1 through IC 5-1..2-4, IC 5-1.2-10, IC 5-1.2-1 IC 5-1.244 and IC 5-1.2-14.5. The
funds in the Construction Account shall he expended only for the purpose of paying the cost of the
Project, refunding the 1..IANs, if issued, or as otherwise required by the Act or for the expenses of
issuance of the Bonds or BANs. The cost of obtaining the legal services of Ice Miller. LL.P shall
be considered as a part of the cost of the Project on account of which the BANs and Bonds are
issued.
Any Ixilance or balances remaining unexpended in such special account or accounts after
completion of the Project, which are not required to meet unpaid obligations incurred in connection
with such Project, shall either (1) he paid into the Sinking l'-'`und and used solely for the purposes
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4858-9428-0273.4
of the Sinking Fund or (2) be used for the same purpose or type of project for which the Bonds
were originally issued, all in accordance with 5-1-13, as amended and supplemented.
With respect to any Bonds sold to the Authority as part of its [FA Program, to the extent
that (a) the total principal amount of the Bonds is not paid by the purchaser or drawn down by the
District or (h) proceeds remain in the Construction Account and are not applied to the Project (or
any modifications or additions thereto approved by the Authority), the District shall reduce the
principal amount of the Bond maturities to effect such reduction in a manner that will still achieve
the annual debt service as described in Section 2 subject, to and upon the terms set :forth in the
Financial Assistance Agreement.
Section 9. Rcvcnue=Fund. 'there is hereby continued a fund known as the Sewage
Works Revenue Fund ("Revenue Fund") into which there shall be deposited upon receipt, all
income and revenues derived from the operation of the sewage works. This fund shall be
maintained separate and apart from all other accounts of the District. Except as permitted
hereunder, no moneys derived from the revenues of the sewage works shall be transferred to the
General Fund of the District or be used for any purpose not connected with the sewage works. No
Storm Water Revenues shall be transferred to the General Fund of the District. All moneys
deposited in the Revenue Fund may be invested in accordance with I(' 5-1 3-9, as amended and.
supplemented including pursuant to IC 5-1..2-1 through R.7., 5-1.2-4, IC' 5-1 2-10, 5-1.2-11. and/or
IC' 5-1.2-14.
Section 10. Operation and .Maititenance An Operation and Maintenance Fund
(commonly known as the "General Operation Fund" or the "O&M. Fund") is hereby continued. On
the last day of each calendar month, a sufficient amount of moneys shall he transferred from the
Revenue Fund to the O&M Fund so that the balance maintained in this I shall he sufficient to
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pay the expenses of operation, repair and maintenance for the then next succeeding two calendar
months. The moneys credited to this •I'und shall he used for the payment of the reasonable and
proper operation, repair and maintenance expenses of the sewage works on a day-to-day basis, but
none of the moneys in such .Fund shall be used for depreciation, replacements, improvements,
extensions or additions. Any monies in the Fund in excess of the expected expenses of operation,
repair and maintenance for the next succeeding month may be transferred to the Sinking Fund if
necessary to prevent a default in the payment of principal of or interest on the outstanding bonds
of the District which are payable from the Net Revenues of the sewage works.
Section 11. Sewage Works Sinking Fund. (a) There is hereby continued a sinking blind
for the payment of the principal of and interest on revenue bonds which by their terms are payable
solely from the Net Revenues of the sewage works or from Net Revenues of the sewage works and.
Storm Water Revenues, and the payment of any fiscal agency charges in connection with the
payment of bonds and interest, which fund shall be designated the Sewage 'Works Sinking Fund
(commonly known as the "Loan Fund" or "Sinking Fund"); provided, however, that Storm Water
Revenues shall only be used to pay principal and interest on the Outstanding Storm Water Revenue
Bonds and the Bonds. There shall he set aside and deposited in the Sinking Fund, as available,
and as provided below, a sufficient amount of the Net Revenues of the sewage works (including
any System Development (.....Tharges that are not considered Net Revenues) and Storm Water
Revenues to meet the requirements of the Bond and Interest Account. and of the Debt Service
Reserve Accounts hereby continued in the Sinking Fund. Such payments shall continue until the
balances in the Bond and Interest Account and the Debt Service Reserve Accounts equal the
principal of and interest on all of the then outstanding bonds of the District which are payable
- 34, --
4.858-9428-0273,4
solely from the Net Revenues of the sewage works or from Net Revenues of the sewage works and
Storm Water Revenues to their final maturity.
(b) Bond and Interest Account. After making the credit to the (.)&l.V1. .Fund, there shall.
he .transferred on the first day of each calendar month from the Revenue Fund, and credited to the
Bond and Interest Aocount ("Bond and Interest Account"), an amount of the Net Revenues of said
sewage works equal to at least one-sixth (1/6) of the interest on the Bonds and the Outstanding
Bonds on the then next succeeding interest payment date and at least one-twelfth (1/12) of the
principal of the Bonds and the Outstanding Bonds on the then next succeeding principal payment
date, until the amount of interest and principal payable on the then next succeeding respective
interest and principal payment dates shall have been so credited; provided that such fractional
amounts shall be appropriately increased to provide for the first interest and first principal
payments. llhere shall similarly be credited to the account any amount necessary to pay the hank
fiscal agency charges for paying interest on the Bonds and the Outstanding Bonds as the same
become payable. The District shall, from the sums deposited in the Sinking Fund and credited to
the Bond and Interest Account, remit promptly to the registered owner or to the bank fiscal agency
sufficient moneys to pay the interest and principal on the due dates thereof together with the
amount of bank fiscal agency charges.
There is hereby continued a subaccount of the Bond and Interest Account
designated as the "2009 Bond and Interest Subaccount" as created by the Amended and
Restated Bond Resolution 'No. 9, adopted on June 23, 2009, and continued by Resolution.
No. 5-2015, adopted on March 10, 201.5. There shall he deposited on the first day of each
calendar month, and credited to the 2009 Bond and Interest Subaccount: First, an amount
of Net Revenues, after taking into account the amount of Net Revenues deposited on such
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4858-9428-0273
date in the 2009 Bond and Interest Account which is available fbr the payment of the
principal and interest due on the Outstanding Storm Water Revenue Bonds and the Bonds;
and Second, an amount of Storm Water Revenues, after taking into account the amount of
Net Revenues on deposit in the 2009 Bond and Interest Subaccount and available for the
payment of the principal and interest due on the Outstanding Storm Water Revenue Bonds
and the Bonds; which deposits shall be equal to at least one-sixth WO of the interest on.
the Outstanding Storm Water Revenue Bonds and the Bonds on the then next succeeding
interest payment date and at least one-twelfth (1/12) of the principal of the Outstanding
Storm Water Revenue Bonds and the Bonds due on the then next succeeding principal.
payment date, until the amount of interest and principal payable on the then next
succeeding respective interest and principal payment dates shall have been so credited;
provided that such fractional amounts shall be appropriately increased to provide for the
first interest and first principal payments. There shall similarly be credited to the 2009
Bond and Interest Subaccountfirst, any amount of Net Revenues, after taking into account
the amount of Net Revenues deposited on such date in the Bond and Interest Account, and.
second any amount of Storm Water Revenues, after taking into account the amount of Net
Revenues on deposit in the 2009 lond and Interest Subaccount f:*or such purpose, necessary.
to pay the hank fiscal agency charges for paying interest on the Outstanding Storm Water
Revalue Bonds and the Bonds as the same become payable. The District shall, from the
SUM of Net Revenues and the Storm Water Revenues deposited and available in the 2009
Bond and Interest Subaccount, remit promptly to the registered owner or to the hank fiscal
agency sufficient moneys to pay the interest and principal on the due dates thereol`together
with the amount of hank fiscal agency charges. Net Revenues and Storm Water Revenues
- 36 -
4858-9428-0273 4
deposited into the 2009 Bond and Interest Subaccount shall be used solely for the payment
of the principal and interest due on the Outstanding Storm Water Revenue Bonds and the
Bonds. Notwithstanding any other provision of this resolution or the 2009 Resolution, the
District shall cause: (a) all available Storm 'Water Revenues to be used to fund the
requirements of the 2009 Bond and Interest Subaccount prior to the deposit of any Net
Revenues therein; and (b) the 2009 Bond and Interest Subaccount to be applied to the
payment of the Outstanding Storm Water Revenue Bonds and the Bonds prior to the
application of the parity rights and interest of the holders thereof in the Net Revenues.
(c) Debt. Service Reserve Accounts. There is hereby continued, within the Sinking
Fund, Debt Service Reserve Accounts as follows:
(i) 71:here is hereby continued within the Sinking F und, a Debt Service Reserve
Account for the 2012 Bonds ( 2012 Reserve Account") to secure and provide :for the
payment of the 2012 Bonds and any parity bonds issued in the "future by the District which
are payable solely from Net Revenues of the sewage works and which rank on a parity with
the 2012 Bonds ("2012 Style Parity Bond"). Funds in the 2012 Reserve Account are
pledged to (and will be used solely for) the payment of principal and interest requirements
of the 2012 Bonds and any 2012 Style Parity Bonds issued in the future by the District and.
shall not be available for the payment of principal and interest on the 2009 Bonds, the 2015
Bonds, the 20211 Bonds, the Bonds or any hereinafter defined. 2009 Style Parity Bonds.
(ii) There is hereby continued within the Sinking Fund, a Debt Service Reserve
Account. for the Outstanding Storm. Water Revenue Bonds ("2009 Reserve Account") to
secure and provide fur the payment of the Outstanding Storm Water Revenue Bonds, the
Bonds and any parity bonds issued in the future by the f)i.strict which are payable from Net
- 37 -
/1858-9428-0273.4
Revenues of the sewage works and from Storm Water Revenues ("2009 Style Parity
Bonds"). Von the issuance of the Bonds, the District may deposit funds on hand, Bond
proceeds, or any combination thereof, into the 2009 Reserve Account. If no deposit is
made or if the initial deposit does not cause the balance therein to equal the hereinafter
defined 2009 Reserve Requirement, the District shall deposit,„first, from Net Revenues on.
a parity basis with any required deposits in the 2012 Reserve Account with regard to the
pledge of Net Revenues, and second, from Storm Water Revenues, into the 2009 Reserve
Account on the last day of each calendar month until the balance in the 2009 Reserve
Account equals but does not exceed the maximum annual debt service on the Outstanding
Storm Water Revenue Bonds, the Bonds and any additional 2009 Style Parity Bonds
("2009 Reserve Requirement"). The combined monthly deposits of Net Revenues and
Storm Water Revenues shall he equal in amount and sufficient to accumulate the 2009
Reserve Requirement within five (5) years of the date of delivery of the Bonds. Funds in
the 2009 Reserve Account are pledged to (and will be used solely for) the payment of the
principal of and interest on the Outstanding Storm Water Revenue Bonds, the Bonds and.
any hereafter issued 2009 Style Parity Bonds, and shall not be available for the payment of
the principal of and interest on the 2012 Bonds or 2012 Style Parity Bonds.
The District may fund all or a part of the 2009 Reserve Account with a debt service reserve
surety bond; provided, however, with the consent of the Authority so long as the 2009 Bonds or
any Bonds are outstanding and held by the Authority as part of its IFA Program, "ale 2009 Reserve
Account shall constitLae the margin ...for safety and as protection against default. in the payment of
principal of and interest on the Outstanding Storm Water Revenue Bonds, the Bonds and any 2009
Style Parity Bonds, and moneys in the 2009 Reserve Account shall be used to pay current.principal
- 38 -
4858-9428-0273.4
and interest on the Outstanding Storm Water Revenue Bonds, the Bonds and any 2009 Style Parity
Bonds to the extent that moneys in the 2009 Bond and Interest Subaccount are insufficient tbr that
purpose. Any deficiency in the balance maintained in the 2009 Reserve Account shall be promptly
made up from the next available Net Revenues on a parity basis with any required deposits in the
2012 Reserve Account with regard to the pledge of Net Revenues and Storm Water Revenues
remaining after credits into the 2009 Bond and Interest Subaccount. Any moneys in the 2009
Reserve Account in excess of the 2009 Reserve Requirement shall he transferred. to the herein
defined Improvement Fund and in no event shall such excess moneys be held in the 2009 Reserve
Account.
(d) Accounts to be held in. Trust. The Sinking Fund, containing the Bond and Interest
Account and the Debt Service Reserve Accounts, and the Construction Account, may be held by
a financial institution acceptable to the Authority as part of its WA l'..)rogratri, pursuant to terms
acceptable to the Authority. If the Sinking Fund and the accounts therein are held in trust, the City
shall transfer the monthly required amounts of Net Revenues to the Bond and Interest Account and.
the Debt Service Reserve Accounts in accordance with this Section 11, and the financial institution
holding such funds in trust shall be instructed to pay the required payments in accordance with the
payment schedules for the f.)istricfs outstanding bonds. Ile financial institution selected to serve
in this role may also serve as the Registrar and the Paying Agent for the Bonds. If the Construction
Account is so held in trust, the District shall deposit the proceeds of the Bonds therein until such
proceeds are applied consistent with this resolution and the linancial Assistance Agreement. The
Mayor and the Controller are hereby authorized to execute and deliver an agreement with a.
financial institution to reflect this trust arrangement for all or a part. of the Sinking Fund and the
- 39 -
4858-9428-0273,4
Construction Account in the 1.:.0rm of trust agreement as approved by the Mayor and the Controller,
consistent with the terms and provisions of this resolution.
Section 12. Sewage Works hnprovement Fund. '[here is hereby continued a special
fund designated the "Sewage Works Improvement Fund" (commonly known as the "Replacement
Fund" or "Improvement Fund"). In the event all required payments into the O&M Fund and the
Sinking Fund have been met to date, any excess Net Revenues may be transferred to the
Improvement ..Fund for extensions, replacements, irnprovernents arid additions to the works. No
such transfer to the Improvement Fund shall be made, however, which will interfere with the
requirements of the Sinking Fund or the accumulation of the required reserve therein.
All or any portion of the funds accumulated and reserved in the Improvement Fund shall
be transferred to the Sinking ..Fund, if necessary, to prevent a default in the payment of principal of
or interest on the bonds payable from the Sinking Fund or to eliminate any deficiencies in credits
to or minimum balance in the Reserve Account. Moneys in the Improvement Fund also may be
transferred to the O&M Fund to meet unforeseen. contingencies in the operation, repair and
maintenance of the sewage works.
Section 1.3. Maintenance of A.ccountsi_Investments. The Sinking In.n.d shall be
deposited in and maintained as a separate banking account or accounts from all other accounts of
the District. The O&M Fund and the Improvement Fund may be maintained in a single banking
account, or accounts, but such account, or accounts, shall likewise he maintained separate and
apart from all other accounts oldie .1.)istrict (including, without limitation, any Finds and accounts
relative to any other utility of the District beyond the sewage works or the storm water system)
and apart from the Sinking 1."'und account or accounts. All moneys deposited in the funds and
accounts continued by this resolution shall he deposited, held and secured as public funds in
- 40 -
4858-9428-0273,4
accordance with the public depository laws of the State of Indiana; provided that moneys therein.
may be invested in obligations in accordance with the applicable laws, including particularly
Indiana ('ode, 71 itle 5, Article 13, as amended or supplemented, including pursuant to IC 5-1.2-1
through IC 5-1.2-4, IC 5-1.2-10, IC 5-1.2-11., IC 5-1.2-1.4 and/or IC 5-1.2-14.5 and in the event of
such investment the income therefrom shall become a part of the funds invested and shall be used
only as provided in this resolution. Nothing in this section or elsewhere in this resolution shall be
construed to require that separate hank accounts be established and maintained for the Funds and
Accounts continued by this resolution except that (a) the Sinking Fund and Construction Account
shall be maintained as a separate bank account from the other Funds and Accounts of the sewage
works a:nd (b)the other Funds and Accounts of the sewage works shall be maintained as a separate
bank account from the other funds and accounts of the District, including, without limitation, any
other funds and accounts for any other utility of the District beyond the sewage works or the storm
water system.
Section 14. Maintenance of Books and Records. (a) The District shall keep proper
hooks of records and accounts, separate .from all of its other records and accounts, in which
complete and correct entries shall be made showing all revenues collected from said works and all
disbursements made on account of the works, also all transactions relating to said works. '.1..bere
shall he furnished, upon written request, to any owner of the Bonds, the most recent audit report
of the sewage works prepared by the State Hoard of Accounts. Copies of all such statements and.
reports shall be kept on file in the office of the District. Any owner of the Bonds then outstanding
shall have the right at all reasonable times to inspect. the works and all records, accounts,
statements, audits, reports and data of the District relating to the sewage works. Such .inspections
may he made by representatives duly authorized by written instrument.
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4858-9428-0273 A
(b) So long as the 2009 Bonds, the 2012 Bonds and any series of Bonds authorized
herein arc held by the Authority, the District shall establish and maintain the books and other
financial records of the Project (including the establishment of a separate account or subaccount
for the Project) and the sewage works in accordance with (i) generally accepted governmental.
accounting standards for utilities, on an accrual basis, as promulgated by the Governmental
Accounting Standards .Board and (ii) the rules, regulations and guidance of the State Board of
Accounts.
Section 15. Rate ('ovenants. (a) Trhe 11.:)istrict covenants and agrees that it will establish
and maintain just and equitable rates and charges for the use of and the service rendered by the
sewage works, to he mid by the owner of each and every lot, parcel of real estate or building that
is connected with and uses the sewage works, or that in any way uses or is served by the sewage
works, at a level adequate to produce and maintain sufficient revenue (including user and other
charges, fees, income or revenues available to the District, including revenues that are pledged
hereunder), provided that System Development Charges shall he excluded, to the extent permitted
by law, when determining if such rates and charges are sufficient so long as the Bonds are
outstanding and owned by the Authority as part of its 1.FA Program, to provide for the proper and
reasonable expenses of operation, repair and maintenance, or Operation and Maintenance (as
defined in the Financial Assistance Agreement) if the Bonds are sold to the Authority as part ()fits
IFA Program, of the sewage works, to comply with and satisfy all covenants contained in this
resolution and the Financial Assistance Agreement and for the payment of the sums required to be
paid into the Sinking Fund by the Act and this resolution. Such rates and charges shall, if
necessary, he changed and readjusted from time to time so that the revenues therefrom shall always
be sufficient to meet the expenses of operation, repair and maintenance, or Operation and.
- 42 -058-9428-0273
Maintenance, as the case may be, of the sewage works and the requirements of the Sinking Fund.
The rates and charges so established shall apply to any and all use of such works by and service
rendered to the District and the City, and shall be paid by the District and the City, as the case may
be, as the charges accrue.
(b) 'Fhe Board of Directors of the Department of Storm Water Management of the
Storm Water liAstrict of the City shall by resolution establish, maintain and collect just and
equitable rates and charges for facilities and services afforded and rendered by said system, which
shall, to the extent permitted by law, produce sufficient revenues at all times to pay all the legal
and other necessary expenses incident to the operation of such storm water system, to include
maintenance costs, operating charges, upkeep, repairs„ depreciation, interest charges, to provide
for payment of the sums to provide a sinking fund for the liquidation of bonds or other obligations
and to provide a debt service reserve for bonds or other obligations, including leases, to provide
adequate funds to be used as working capital, as well as funds for making extensions and additions,
and also, for the payment of any taxes that may be assessed against such storm water system, it
being the intent and purpose hereof that such charges shall produce an income sufficient. to
maintain such storm water system property in a sound physical and financial condition to render
adequate and efficient service. So long as any of the Bonds are outstanding and owned by the
Authority as part of its WA Program, none of the 1..heilities or services afforded or rendered by said.
system shall be furnished without a reasonable and just charge being made therefor. The City shall.
pay like charges for any and all services rendered by said system to the City, and all such payments
shall he deemed to be revenues of the storm water system. Such rates or charges shall, if necessary,
be changed and readjusted from time to time so that the revenues therefrom shall always be
- 43 -
4.858-9428-0273A.
sufficient to meet the expenses of operation and maintenance and said requirements of the Sinking
Fund.
Section :1.6. Dcfeasance of Bonds. If, when any of the Bonds issued hereunder shall.
have become due and payable in accordance with their terms or shall have been duly called for
redemption or irrevocable instructions to call the Bonds or any portion thereof for redemption shall
have been given, and tire whole amount of the principal and the interest. and the premium, if any,
so due and payable upon all of the Bonds or any portion thereof and coupons then outstanding
shall be paid; or (i) sufficient moneys, or (ii) direct obligations of(including obligations issued or
held in hook entry finn on the books of) the 11)epartment of the Treasury of the Lfnited States of
America, the principal of and the interest on which when due will provide sufficient moneys, shall
he held in trust for such purpose, and provision shall also he made for paying all fees and expenses
for the redemption, then and in that case the Bonds issued hereunder or any designated portion
thereof shall no longer he deemed outstanding or entitled to the pledge of the Storm Water
Revenues or the Net Revenues of the District's sewage works.
Section 17. Additional Bond Provisions. (A) Net Revenues. 'Elie District reserves the
right to authorize and issue additional BA.Ns at any time ranking on a parity with the BANs. The
District:reserves the right to authorize and issue additional bonds, payable out of the Net Revenues
of its sewage works, ranking on a parity with the Bonds, for the purpose of financing the cost of
future additions, extensions, replacements and improvements to the sewage works, or to refund
obligations, subject to the :following conditions:
(a) All required payments into the Sinking Fund shall have been made in accordance
with the provisions of this resolution, and the interest. on and principal of all bonds payable from.
the Net Revenues of the sewage works shall have been paid in accordance with their terms, °The
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4858-9428-0273,4
2009 Reserve Requirement related to the 2009 Reserve Account (and the reserve requirement
related to the 2012. Reserve Account) shall be satisfied for the additional bonds either at the time
of delivery of the additional bonds or over a five year or shorter period, in a manner which is
commensurate with the requirements established in Section 11(c) of this resolution.
(h) 'Fhe Net Revenues of the sewage works in the fiscal year immediately preceding
the issuance of any such bonds ranking on a parity with the Bonds shall be not less than one
hundred twenty-five percent (125%) of the maximum annual interest and principal requirements
of the then outstanding bonds payable from Net Revenues of the sewage works (including any
outstanding Bonds, Outstanding Bonds, 2009 Style Parity Bonds and 201.2 Style Parity Bonds)
and the additional bonds proposed to be issued; or, prior to the issuance of the additional bonds,
the sewage rates and charges shall he increased sufficiently so that said increased rates and charges
applied to the previous year's operations would have produced Net Revenues for said period equal
to not less than one hundred twenty-five percent (1.25%) of the maximum annual interest and.
principal requirements of the then such outstanding bonds and the additional bonds proposed to be
issued.
For purposes of this subsection all showings shall he prepared by a certified public
accountant or nationally recognized firm of professionals experienced in analyzing financial.
records of municipal utilities employed by the ..District fbr that purpose. ..In addition, for purposes
of this subsection with respect to any such bonds payable from the Net ..Revenues of the sewage
works hereafter issued, while any series of Bonds remain outstanding and are owned by the
Authority as part of the WA Program, Net Revenues may not include any revenues from the
System Development Charges unless the .Authority provides its consent to include all or some
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4.858-9428-0273.4
portion of the System Development Charges as part of the Net Revenues or otherwise consents to
the issuance of such bonds without satisfying this subsection (b).
(c) The interest on any additional bonds shall he payable semiannually on the first day
of January and July and the principal on, or mandatory sinking fund redemption dates for, the
additional bonds shall be payable annually on January
(d) For so long as the 2009 Bonds, the 20 12 Bonds and any series of Bonds issued
hereunder are outstanding and owned by the Authority as part of its .IFA Program, (i) the District
obtains the consent of the Authority, (ii) the District has ilaithfutly performed and is in.compliance
with each of its obligations, agreements and covenants contained in the Financial Assistance
Agreement arid this resolution, and (iii) the District is in compliance with its National Pollutant
Discharge Elimination System permits, except for non-compliance for which purpose the
additional bonds are issued, including refunding bonds issued prior to, but part of, the overall plan.
to eliminate such non-compliance.
(B) Storm Water Revenues. 1 he Board reserves the right to authorize and issue (and.
may only 'hereafter so authorize and issue) additional bonds payable out of(and secured in whole
or in part by a pledge of) Storm Water Revenues and ranking on a parity with the Outstanding
Storm Water Revenue Bonds and the Bonds for the purpose of financing the cost of future
extensions and additions to the sewage works, or to refund obligations, subject to the following
conditions:
(a) All required payments into the Sinking .Fund shall have been made in accordance
with the provisions of this resolution, and the interest on and principal of(i) all outstanding bonds
payable from the Net Revenues of the sewage works and (ii) all outstanding bonds payable from
(and secured in whole or in part by a pledge of) the Storm Water Revenues ("Storm Water Secured.
- 46 -4858-9428-0273.4
Bonds") including the bonds authorized by this resolution shall have been paid in accordance with
their terms. 'ilhe 200(.) Reserve ,Requirement related to the 2009 Reserve Account (and the reserve
requirement related to the 2012 Reserve Account) shall he satisfied for the additional bonds either
at the time of delivery of the additional bonds or over a live year or shorter period, in a .manner
which is commensurate with the requirements established in Section 1 1(e) of this resolution.
(b) 71The revenues of the Storm Water,District ,.for the fiscal year immediately preceding
the issuance of any Storm Water Secured Bonds ranking on a parity with the Bonds authorized by
this resolution shall not he less than one hundred twenty-tive percent (125()/0) of the maximum
annual interest and principal requirements of the then Storm Water Secured Bonds taking into
account any Net Revenues actually applied to the payment of any outstanding Storm Water
Secured Bonds in the fiscal year immediately preceding the issuance of any such proposed.
additional Sulem Water Secured Bonds and the additional parity Storm Water Secured Bonds
proposed to he issued. For purposes of this subsection, the records of the storm water system of
the City's Storm Water District and the sewage works shall he analyzed and all showings shall be
prepared by a certified public accountant employed by the Board tbr that purpose.
(c) 'f he interest on the additional parity Storm Water Secured Bonds shall be payable
semiannually on the first day of'January and July and the principal on, or mandatory sinking fund
redemption dates for, the additional parity Storm Water Secured Bonds shall he payable annually
on the first day of January.
(d) For so long as the 2009 Bonds, the 2012 Bonds and any series of Bonds issued.
hereunder are outstanding and owned by the Authority as part of its WA Program, (i) the District
obtains the consent of the Authority, (ii) the District has faithfully performed and is in compliance
with each of its obligations, agreement and covenants contained in the financial Assistance
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4858-9428-0273,4
Agreement and this resolution, and (iii) the District is in compliance with its National Pollutant
Discharge Elimination System permits, except :for non-compliance for which purpose the
additional Storm Water Secured Bonds are issued, including refunding Storm Water Secured
Bonds issued prior to, but part of, the overall plan to eliminate such non-compliance.
Section 18. Further Covenants of the District Maintenance Insurance Pkci,g1 Not to
Encumber, Subordinate Indebtednessand Contract with Bondholders. lor the purpose of further
safeguarding the interests of the holders of the BANs and Bonds, it is specifically provided as
follows:
(a) All contracts let by the District in connection with the construction of the Project
shall be let after due advertisement as required by the laws of the State of Indiana, and all
contractors shall be required to furnish surety bonds in an amount equal to one hundred percent
(100%) of the amount of such contracts, to insure the completion of said contracts in accordance
with their terms, and such contractors shall also be required to carry such employer's liability and.
public liability insurance as are required under the laws of the State of Indiana in the case of public
contracts, and shall be governed in all respects by the laws of the State of Indiana relating to public
contracts.
(b) The Project shall be constructed under the supervision and subject to the approval
of such competent engineer as shall he designated by the 17/istrict. All estimates for work done or
material furnished shall first be checked by the engineer and approved by the District
(c) So long as the Bonds and BANs are outstanding, the District shall at all times
maintain its sewage works and storm water system in good condition and operate the same in an
efficient manner and at a reasonable cost.
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4858-9428-0273A
(d) So long as any of the BANs or Bonds herein authorized are outstanding,the District
shall acquire and maintain insurance coverage acceptable to the Authority, including fidelity
bonds, to protect the sewage works and its operations. All insurance shall he placed with
responsible insurance companies qualified to do business under the laws of the State of Indiana.
All insurance proceeds shall he used either in replacing or restoring the property destroyed or
damaged, or shall he deposited in the Sinking Fund. All insurance proceeds shall be used in.
replacing or restoring the property destroyed or damaged, for so long as the BANs and/or ..Bonds
are owned by the Authority as part of its I.FA .Program, unless the Authority consents to a different
use of such proceeds.
(e) So long as the 2009 Bonds, the 2012 Bonds and any of the BANs and/or Bonds are
outstanding and owned by the Authority as part of its WA Program, the District shall not sell,
transfer, lease or otherwise encumber the sewage works, or any portion thereof, or any interest
therein without the prior written consent of the Authority. So long as the 2009 Bonds, the 201.2
Bonds and any of the .BANs and/or Bonds are outstanding and owned by the Authority as part of
its II A Program, the District shall not mortgage, pledge or otherwise encumber the property and
plant of its sewage works system, or any part thereof, and shall not sell, lease or otherwise dispose
of any part thereof, except replace equipment. which may become worn out or obsolete.
So long as the 2009 Bonds, the 2012 Bonds and any of the BANs and/or Bonds are
outstanding and owned by the Authority as part of its WA Program, the I,)istrict shall not without
the prior written consent of the Authority (i) enter into any lease, contract or agreement or incur
any other liabilities in connection with the sewage works other than :.for normal operating
expenditures, or (ii) borrow any money (including without limitation any loan from other utilities
operated by the District) in connection with the sewage works.
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4858-9428-0273.4
.1.::..xcept as hereinbefore provided in Section 1.7 hereof, so long as any of the Bonds
herein authorized are outstanding, no additional bonds or other obligations pledging any portion.
of the revenues of said sewage works shall he authorized, executed, or issued by the l)istrict except
such as shall he made subordinate and junior in all respects to the Bonds herein authorized, unless
all of the Bonds herein authorized are redeemed, retired or defeased pursuant to Section 17 hereof
coincidentally with the delivery of such additional bonds or other obligations.
The 1..-.)istrict shall take all action or proceedings necessary and proper, to the extent
permitted by law, to require connection of all property where liquid, solid waste, sewage, night
soil or industrial waste is produced with available sanitary sewers. "The District shall, insofar as
possible, and to the extent permitted by law, cause all such sanitary sewers to he connected with.
said sewage works.
The provisions of this resolution shall constitute a contract by and between the
District and the owners of the Bonds and BANs herein authorized, and after the issuance of the
Bonds or BANs, this resolution shall not be repealed or amended in any respect which will
adversely affect the rights of the owners of the Bonds or BANs nor shall the Board adopt any law,
resolution or resolution which in any way adversely affects the rights of such owners so long as
any of the Bonds, BANs or the interest thereon remain unpaid. Except for the changes set forth in
Section 21(a)-(g), this resolution may be amended, however, without the consent.of BAN or Bond
owners, if the Board determines, in its sole discretion, that. such amendment would not adversely.
affect the owners of the BANs or Bonds; provided, however, that if any Bonds or BANs are sold.
to the Authority as part of its .1FA Program, the District shall obtain the prior written consent. of
the Authority.
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4858-9428-0273 A
Tile provisions of this resolution shall be construed to create a trust in the proceeds
of the sale of the Bonds and BANs herein authorized for the uses and purposes herein set forth,
and the owners of the Bonds and BANs shall retain a lien on such proceeds until the same are
applied in accordance with the provisions of this resolution and of the governing Act. The
provisions of this resolution shall also be construed to create a trust in the portion of the Net
Revenues herein directed to be set apart and paid into the Sinking Fund for the uses and purposes
of said fund as in this resolution set forth. '1711.e owners of the Bonds shall have all of the rights,
remedies and privileges set forth in the provisions of the governing Act hereinbefore referred to,
including the right to have a receiver appointed to administer said sewage works, in the event the
District shall fail or refuse to operate and maintain said system and to apply properly the revenues
derived from the operation thereof, or there be a default in the payment of the principal of or
interest on any of the Bonds herein authorized or in the event of default in respect to any of the
provisions of this resolution or the governing Act.
(k) For purpose has Section 1.8, the term "lease" shall include any lease, contract, or
other instrument conferring a right upon the District to use property in exchange for periodic
payments made from the revenues of the sewage works, whether the District desires to cause such
to he, or by its terms (or its intended effects) is to he, (i) payable as rent, (ii) hooked as an expense
or an expenditure, or (iii) classified for accounting or other purposes as a capital lease, financing
lease, operating lease, non-appropriation leases, installment purchase agreement or lease, or
otherwise (including any combination thereof).
Section 19. Investment of Funds. (a) -lhe Controller is hereby authorized to invest
moneys pursuant to the provisions of this resolution and IC' 5-1.-14-3 (subject to applicable
requirements of federal law to insure such yield is the then current market rate) to the extent
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4.858-9428-0273A
necessary or advisable to preserve the exclusion from gross income of interest on the Bonds and
BANs under federal law.
(b) The Controller shall keep full and accurate records of investment earnings and.
income from moneys held in the fitrids and accounts continued or referenced herein. In order to
comply with the provisions of the resolution, the Controller is hereby authorized and directed to
employ consultants or attorneys from time to time to advise the District as to requirements of
federal law to preserve the tax exclusion. The Controller may pay any fees as operation expenses
of the sewage works.
Section 20. Tax Covenants. In order to preserve the exclusion of interest on the Bonds
and BANs from gross income for federal income tax purposes under Section 1.03 of the Internal
Revenue Code of 1.986, as existing on the date of issuance of the Bonds or BANs, as the case may
be ("Code") and as an inducement. to purchasers of the Bonds and BANs, the District represents,
covenants and agrees that:
(a) 'the sewage works will be available for use by members of the general public. Use
by a member of the general public means use by natural persons not engaged in a trade or business.
No person or entity other than the District or another state or local governmental unit will use more
than 10% of the proceeds of the Bonds or BANs or property financed by the Bond or BAN
proceeds other than as a member of the general public, No person or entity other than the aistrict
or another state or local governmental unit will own property financed by Bond or BAN proceeds
or will have any actual or beneficial use of such property pursuant to a lease, a management or
incentive payment contract, arrangements such as take-or-pay or output contracts or any other type
of arrangement that conveys other special legal entitlements and differentiates that person's or
entity's use of such property from use by the general public, unless such uses in the aggregate relate
- 52, -
4858-9128-0273 A
to no more than 1.0% of the proceeds of the Bonds or BANs, as the case may be. If the District
enters into a management contract for the sewage works, the terms of the contract will comply
with IRS Revenue Procedure 201 7-1.3, as it.may be amended, supplemented or superseded for time
to time, so that the contract will not give rise to private business use under the Code and the
Regulations, unless such use in aggregate relates to no more than 10%of the proceeds of the Bonds
or BANs, as the case may be.
(b) 'No more than 10% of the principal of or interest on the Bonds or BANs is (under
the terms of the Bonds, BANs, this resolution or any underlying arrangement), directly or
indirectly, secured by an interest in property used or to be used for any private business use or
payments in respect of any private business use or payments in respect of such property or to be
derived from payments (whether or not to the District) in respect of such property or borrowed
money used oc to he used for a private business use.
(c) No more than 5`)A, of the Bond or BAN proceeds will be loaned to any person or
entity other than another state or local governmental unit. No more than 5% of the Bond or BAN
proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovermnental
person in any manner that would in substance constitute a loan of the Bond or BAN proceeds.
(d) "11.e District reasonably expects, as of the date hereof, that the Bonds and BANs
will not meet either the private business use test described in paragraph (a) and (b) above or the
private loan test described in paragraph (c) above during the entire term of the Bonds or BANs, as
the case may be.
(e) No more than 5% of the proceeds of the Bonds or 13ANs will he attributable to
private business use as described in (a) and private security or payments described in (b)
attributable to unrelated or disproportionate private business use. For this purpose, the private
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4858-9428-0273 A
business use test is applied by taking into account only use that is not related to any government
use of proceeds of the issue (I......M.related Use) and use that is related but disproportionate to any
governmental use of those proceeds (DisproportionatetIse).
The District will not take any action nor fail to take any action with respect to the
Bonds or BANs that would result in the loss of the exclusion from gross income for federal tax
purposes on the Bonds or BANs pursuant to Section 103 of the ('ode, nor will the District act in
any other manner which would adversely affect such exclusion for any Bonds issued as tax exempt
bonds. The 11)istrict covenants and agrees not to enter into any contracts or arrangements which.
would cause the Bonds or BANs to be treated as private activity bonds under Section 1.41. of the
Code.
(g) It shall be not. an event of default under this resolution if the interest on any Bond
or BAN is not excludable from gross income for federal tax purposes ,17(..-.)r any Bonds or BANs
issued as tax exempt bonds or BANs or otherwise pursuant to any provision of the Code which is
not currently in effect and in existence on the date of issuance of the Bonds or BANs, as the case
may be.
(h) These covenants are based solely on current law in effect and in existence on the
date of delivery of such Bonds or BANs, as the case may he.
(i) The District represents that it will rebate any arbitrage profits to the 1„...inited States
of America in accordance with and to the extent required by the Code.
Section 21, Amendments with Consent of Bondholders. Subject to the terms and.
provisions contained in this Section and Section 18(i), and not otherwise, the owners of not less
than sixty-six and two-thirds percent (6( 2/3(Y0) in aggregate principal amount of the Bonds issued.
pursuant to this resolution and then outstanding shall have the right, from time to time, anything
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4858-94.28-0273.4
contained in this resolution to the contrary notwithstanding,to consent to and approve the adoption
by the District of such resolution or resolutions supplemental hereto as shall he deemed necessary
or desirable by the Di.stri.ct for the purpose of modifying, altering, amending, adding to or
rescinding in any particular any of the .terms or provisions contained in this resolution, or in any
supplemental resolution; provided, however that so long as any of the Bonds and/or BANs are
owned by the Authority as part. of its WA Program, the District shall obtain the prior written
consent of the Authority; and provided, further, that nothing herein contained shall permit or be
construed as permitting:
(a) An extension, of the maturity of the principal of or interest on. any Bond issued
pursuant to this resolution; or
(b) A reduction in the principal amount of any Bond or the redemption premium or the
rate of interest thereon; or
(c) The creation of a lien upon or a pledge of the revenues of the sewage works ranking
prior to the pledge thereof created by this resolution; or
(d) A preference or priority of any Bond or Bonds issued pursuant to this resolution
over any other Bond or Bonds .issu.ed pursuant to the provisions of this resolution; or
(e) A reduction in the aggregate principal amount of the Bonds required for consent to
such supplemental resolution; or
A reduction in the 2009 Reserve Requirement; or
(g) The extension of mandatory sinking fund redemption dates, if any.
If the owners of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate
principal amount of.the Bonds outstanding at the time of adoption of such supplemental resolution
shall have consented to and approved the adoption thereof by written instrument to be maintained
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4858-9428-0273.4
on file in the office of the Board of the District, no owner of any Bond issued pursuant to this
resolution shall have any right to object to the adoption of such supplemental resolution or to object
to any of the terms and provisions contained therein or the operation thereof, or in any manner to
question the propriety of the adoption thereof, or to enjoin or restrain the District or its officers
from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the
adoption of any supplemental resolution pursuant to the provisions of this section, this resolution.
shall be, and shall be deemed, modified and amended in accordance therewith, and the respective
rights, duties and obligations under this resolution of the District and all owners of Bonds issued
pursuant to the provisions of this resolution then outstanding, shall thereafter be determined
exercised and enforced in accordance with this resolution, subject in all respects to such
.modifications and amendments. Notwithstanding anything contained in the foregoing provisions
of this resolution, the rights and obligations of the District and of the owners of the Bonds
authorized by this resolution, and the terms and provisions of the Bonds and this resolution, or any
supplemental resolution, may be modified or altered in any respect with the consent of the District
and the consent of the owners of all the Bonds issued pursuant to this resolution then outstanding.
Section 22. Issuance of BANs. (a) 71:11.e District, having satisfied all the statutory
requirements for the issuance of its Bonds, may elect to issue its BAN or.BANs pursuant to a Bond
Anticipation Note Purchase Agreement ("Note Purchase Agreement") to be entered into between
the District anti the purchaser of the BAN or BANs. If the BANs are sold to the Authority as part
of its IPA Program, the Financial Assistance Agreement shall serve as the Note Purchase
Agreement. The Board hereby authorizes the issuance and execution of the BAN or BANs in lieu
of initially issuing Bonds to provide interim :financing :for the Project until permanent financing
becomes available. It shall not be necessary for the District to repeat the procedures for the
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4858-9428-0273.4
issuance of its Bonds, as the procedures followed before the issuance of the BAN or..BANs are for
all purposes sufficient to authorize the issuance of the Bonds and the use of the proceeds to repay
the BAN or BANs.
(b) The Mayor and the Controller are hereby authorized and directed to execute a Note
Purchase Agreement or the Financial Assistance Agreement (and any amendments made from time
to time) in such form or substance as they shall approve acting upon the advice of counsel. The
Mayor and the Controller may also take such other actions or deliver such other certificates as are
necessary or desirable iii connection with the issuance of the BANs or the Bonds and the other
documents needed for the financing as they deem necessary or desirable in connection therewith.
Section 23. Resolution to be Filed with Controller. The Secretary to the Board
("Secretary") is hereby directed to file a certified copy of this resolution with the Controller for
preparation of the Bonds.
Section 24. Tax Exemption. Notwithstanding any other provisions of this resolution,
the covenants and authorizations contained in this resolution ("Tax Section") which are designed
to preserve the exclusion of interest on the BANs and Bonds from gross income under federal law
for any Bonds or BANs issued as tax exempt bonds or BANs ("Tax Exemption") need not be
complied with if the District receives an opinion of nationally recognized bond counsel that any
Tax Section is unnecessary to preserve the TaxlExemption.
Section 25. Conflicting Resolutions. All resolutions and parts of resolutions in conflict
herewith are hereby repealed; provided, however, that this resolution shall not be construed as
modifying, amending or repealing in any respect any of the provisions of the resolutions
authorizing the Outstanding Bonds nor be construed as adversely affecting the rights of any of the
holders of the Outstanding Bonds.
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4858-9428-0273.4
Section 26. Effective Date. This resolution shall be in full force and effect from and
after its passage.
Adopted this 28th day of February, 2023.
BOARD OF SANITARY COMMISSIONERS
RICIIMOND SANFFARY DisTR1CT
President
Me4m)et
Secretary
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4858-9428-0273A
EXHIBIT A
Description of Pn2ject
4858-9428-0273 4
EXT11131717 B
Form of Financial Assistance Agreement
4.858-9428-0273.4