HomeMy Public PortalAbout1998-28 Sewage Works BondsORDINANCE NO. 1qJd ?F
® AN ORDINANCE AUTHORIZING THE ACQUISITION, CONSTRUCTION,
AND INSTALLATION BY THE CITY OF GREENCASTLE, INDIANA, OF
CERTAIN IMPROVEMENTS AND EXTENSIONS TO THE CITY'S
SEWAGE WORKS, THE ISSUANCE AND SALE OF REVENUE BONDS TO
PROVIDE FUNDS FOR THE PAYMENT OF THE COSTS THEREOF, THE
ISSUANCE AND SALE OF BOND ANTICIPATION NOTES IN
ANTICIPATION OF THE ISSUANCE AND SALE OF SUCH BONDS, AND
THE COLLECTION, SEGREGATION AND DISTRIBUTION OF THE
REVENUES OF SUCH SEWAGE WORKS AND OTHER RELATED
MATTERS.
WHEREAS, the City of Greencastle, Indiana (the "City "), has heretofore established
and constructed and currently owns and operates a sewage works for the collection and treatment of
sewage and other wastes (the "Sewage Works "), pursuant to the provisions of Indiana Code 36 -9 -23,
as amended (the "Act "); and
® WHEREAS, this Common Council hereby finds that certain improvements and
extensions to the Sewage Works are necessary; and Hannum, Wagle & Cline, Inc., of Terre Haute,
Indiana, the consulting engineers employed by the City (the "Consulting Engineers "), have prepared
and filed preliminary plans, specifications, and detailed descriptions and estimates of the costs of the
necessary improvements and extensions to the Sewage Works, which preliminary plans,
specifications, descriptions and estimates, to the extent required by law, have been duly submitted
to and approved or will be approved by all governmental authorities having jurisdiction thereover
(the improvements and extensions to the Sewage Works as described in the Consulting Engineers'
plans and specifications and below are referred to herein as the "Project "), including, without
limitation, the Indiana Department of Environmental Management ( "Department "); and
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WHEREAS, this Common Council further finds that the estimates prepared and
• delivered by the Consulting Engineers with respect to the costs (as defined in Indiana
Code 36 -9- 23-11) of acquisition, construction, and installation of such improvements and extensions
to the Sewage Works (as defined in Indiana Code 36- 9 -1 -8, as amended, and in the Act), and
including all authorized costs relating thereto, including the costs of issuance of bonds and, if
necessary, bond anticipation notes (the 'BANS ") on account of the financing of all or a portion
thereof, will be in an amount not to exceed Twelve Million Dollars ($12,000,000); and
WHEREAS, this Common Council finds that to provide funds necessary to pay for
a portion of the costs of the Project, it will be necessary for the City to issue sewage works revenue
bonds in an amount not to exceed One Million One Hundred Thousand Dollars (51,100,000), and,
if necessary, BANS in an amount not to exceed Nine Hundred Thousand Dollars ($900,000); and
• WHEREAS, the City desires to authorize the issuance of BANS hereunder, if
necessary, payable from the net revenues of the Sewage Works (with respect to interest) and from
proceeds of sewage works revenue bonds issued to finance the aforementioned costs of the Project,
and to authorize the refunding of said BANS, if issued; and
WHEREAS, pursuant to Ordinance No. 1991 -4, adopted by this Common Council
on February 12, 1991 (the "Prior 1991 Ordinance "), the City has heretofore issued revenue bonds
payable from the revenues of the Sewage Works, designated "City of Greencastle, Indiana, Sewage
Works Refunding Revenue Bonds of 1991" (the "Prior 1991 Bonds "), currently outstanding in the
amount of Three Hundred Twenty-five Thousand Dollars ($325,000), bearing interest at the per
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annum rates ranging from 6.60% to 6.80% inclusive, depending upon the maturities, and maturing
• in various amounts serially on January 1 in the years 1999 to 2001 inclusive; and
WHEREAS, pursuant to Ordinance No. 1994 -6, adopted by this Common Council
on June 17, 1994 (the "Prior 1994 Ordinance" and with the Prior 1991 Ordinance, the "Prior
Ordinance "), the City has heretofore issued revenue bonds payable from the revenues of the Sewage
Works, designated "City of Greencastle, Indiana, Sewage Works Revenue Bonds of 1994 (the "Prior
1994 Bonds" and with the Prior 1991 Bonds, the "Prior Bonds "), currently outstanding in the amount
of One ivlillion Four Hundred Ninety -five Thousand Dollars ($1,495,000), bearing interest at the per
annum rates ranging from 5.40% to 650% inclusive, depending upon the maturities, and maturing
in various amounts serially on January 1 in the ,years 1999 to 2015 inclusive; and
WHEREAS, this Common Council now finds that all conditions precedent to the
adoption of an ordinance authorizing the issuance of revenue bonds, on a panty basis to the Prior
Bonds, and BAN is, to provide the necessary funds to be applied to the costs of the Project and all
authorized costs relating thereto, have been complied with in accordance with the provisions of the
Act and Indiana Code 5- 1 -14 -5; and
WHEREAS, this Common Council consequently seeks to authorize the issuance of
revenue bonds and BANs to finance the acquisition, construction, and installation of the Project
pursuant to the Act and Indiana Code 5- 1 -14 -5 and the sale of one or more series of such revenue
bonds to the Indiana Bond Bank (the "Bond Bank ") pursuant to the provisions of Indiana Code 5 -1.5,
the State of Indiana (the "State ") pursuant to the provisions of IC 13 -18 -L3 and 327 IAC 13, or at
public sale pursuant to the provisions of Indiana Code 5 -1 -11, and the sale of such BANS pursuant
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to the provisions of the Act and Indiana Code 5- 1 -14 -5, subject to and dependent upon the terms and
O conditions hereinafter set forth; and
WHEREAS, the City expects to enter into a Financial Assistance Agreement (as
hereinafter defined) with the State, pertaining to the Project and the financing thereof,
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF GREENCASTLE, INDIANA, AS FOLLOWS:
S ection 1. Acquisition Construction and Installation of the Project The City, acting
by and through the Common Council and as the owner and operator of the Sewage Works for the
collection and treatment of sewage and other wastes, hereby orders, authorizes and directs the
Common Council to acquire any and all necessary property and to proceed with the acquisition,
construction, and installation of improvements and extensions to the Sewage Works, pursuant to the
IS Act and in accordance with the preliminary plans, specifications and cost estimates heretofore
prepared and filed with the Common Council by the Consulting Engineers, which preliminary plans,
specifications and cost estimates are hereby adopted and approved and, by reference, incorporated
fully into this Ordinance, and two copies of which are now on file in the office of the Clerk- Treasurer
of the City (the "Clerk- Treasurer ") and are open for public inspection. The actions of the Common
Council in connection with the acquisition of any and all necessary property and the acquisition,
construction, installation and financing of such improvements and extensions to the Sewage Works
are hereby authorized, approved, ratified and confirmed.
Where used in this Ordinance, the term "City" shall be construed also to include any
department, board, commission or officer or officers of the City or of any City department, board or
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commission. The terms "Sewage Works," "sewage works," "works" and similar terms used in this
• Ordinance shall be construed to mean and include the existing structures and property of the
Treatment Works, as defined in the Financial Assistance Agreement, and all enlargements,
improvements, extensions and additions thereto, and replacements thereof, now or subsequently
constructed or acquired, whether from the proceeds of the bonds and BANS authorized herein or
otherwise. Such improvements and extensions shall be constructed and the bonds and BANS herein
authorized shall be issued pursuant to the provisions of this Ordinance, the Act and Indiana
Code 5- 1 -14 -5.
S ection o. Description of the Project The Project is more fully described in, and
shall be in accordance with the Facilities Plan and the Plans and Specifications (each as defined in
the Financial Assistance Agreement) approved by the Indiana Department of Environmental
• Management. In summary, the Project consists of the construction of a new wastewater treatment
plant and sewer interceptor improvements.
The City shall proceed with the acquisition, construction and installation of the
Project and shall enter into all contracts necessary or appropriate for such purpose, in conformity
with and subject to the requirements and conditions set forth in this Ordinance and in the Act.
S ection 3. The Series 1999 Bonds In accordance with the Act and for the purpose
of providing funds with which to pay the costs of the Project, together with all authorized costs
relating thereto including the costs of issuance of the Series 1999 Bonds, as hereinafter defined, on
account thereof, and refunding the BANS described below, the City shall issue and sell its sewage
works revenue bonds in the aggregate principal amount not to exceed One Million One Hundred
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Thousand Dollars ($1,100,000) (the "Series 1999 Bonds "). The principal of, redemption premium,
• if any, and interest on the Series 1999 Bonds shall be payable solely out of the Sewage Works
Sinking Fund referred to below, on a parity basis with the Prior Bonds.
Any other provisions of this Ordinance to the contrary notwithstanding, the Series
1999 Bonds shall be issued on a parity with the Prior Bonds, and none of the provisions of this
Ordinance shall be construed to affect the rights of the holders of the Prior Bonds. The Clerk-
Treasurer is authorized to employ the firm of London Witte Group, LLC, Indianapolis, Indiana, to
perform any and all computations necessary to confirm the preliminary evidence and findings
demonstrating compliance with the conditions set forth in the Prior Ordinance for issuance of
additional revenue bonds on parity with the Prior Bonds. The City shall not issue the Series 1999
Bonds without first receiving a certificate from London Witte Group, LLC, in form and substance
• satisfactory to the Clerk- Treasurer and to the effect that the City and the Sewage Works are in
complete compliance with the conditions set forth in the Prior Ordinance for the issuance of
additional revenue bonds on parity with the Prior Bonds.
The Series 1999 Bonds shall be designated as the "City of Greencastle, Indiana,
Sewage Works Revenue Bonds, Series 1999." The Series 1999 Bonds shall be issued as fully
registered bonds in denomination or denominations of Five Thousand Dollars ($5,000) and any
integral multiples thereof not exceeding the aggregate principal amount of such Series 1999 Bonds
maturing in any one year, or in the event that one or more series of the Series 1999 Bonds are sold
to the Bond Bank or to the State pursuant to Section 9 of this Ordinance, shall be in multiples of One
Dollar ($1). The Series 1999 Bonds shall be numbered consecutively from 99R -1 upward and shall
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bear interest at a rate or rates not exceeding seven percent (7.0 %) per annum (three and nine- tenths
• percent (3.9 %) per annum if the Series 1999 Bonds are sold to the State), the exact rate or rates to
be determined by negotiation with the Bond Bank or the State or by bidding. Said interest rate or
rates shall be in multiples of one - eighth (1/8) or one - twentieth (1/20) of one percent (1 %). All Series
1999 Bonds maturing on the same date shall bear the same rate of interest, and the interest rate on
Series 1999 Bonds of a given maturity must be at least as great as the interest rate on Series 1999
Bonds of any earlier maturity. Interest on the Series 1999 Bonds shall be calculated on the basis of
twelve (12) thirty (30) -day months for a three hundred and sixty (360) -day year and shall be payable
semiannually on January 1 and July 1 in each year (or annually on January 1 in each year, if so
provided in the Financial Assistance Agreement) (each an "Interest Payment Date "), commencing
not sooner than July 1, 1999, as set forth in the Financial Assistance Agreement to be entered into
S between the City and the State (the "Financial Assistance Agreement ") (or commencing on such
other date as provided in the Financial Assistance Agreement), or in the bond sale notice if the Series
1999 Bonds are sold to any other purchaser, until principal is fully paid. The principal of the Series
1999 Bonds shall mature serially and annually on January 1 of each year, beginning no later than
January 1, 2000, over a period ending no later than twenty (20) years after substantial completion
of the Project, in such amounts that will produce as level annual debt service as practicable, taking
into account the annual debt service requirements of the Prior Bonds, and in the years and amounts
to be determined by negotiation with the Bond Bank or the State or by the Clerk- Treasurer with the
advice of the City's financial advisor.
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The Series 1999 Bonds shall bear an original issue date which shall be the date of
• issuance of the Series 1999 Bonds or the first day of the month in which the Series 1999 Bonds are
delivered, as determined by the Clerk- Treasurer (unless otherwise provided in the Purchase
Agreement, as hereinafter defined, in the event the Series 1999 Bonds are sold to the Bond Bank or
unless otherwise provided in the Purchase Agreement or Financial Assistance Agreement in the
event the Series 1999 Bonds are sold to the State), and each Series 1999 Bond shall also bear the
date of its authentication. Any Series 1999 Bond authenticated on or before the fifteenth (15th) day
of the calendar month immediately preceding the fast Interest Payment Date, shall pay interest from
its original issue date (unless otherwise provided in the Purchase Agreement or Financial Assistance
Agreement in the event the Series 1999 Bonds are sold to the State). Any Series 1999 Bond
authenticated thereafter shall pay interest from the Interest Payment Date next preceding the date of
® authentication of such Series 1999 Bond to which interest thereon has been paid or duly provided
for, unless such Series 1999 Bond is authenticated after the day which is fifteen (15) days prior to
the Interest Payment Date and on or before such Interest Payment Date, in which case interest
thereon shall be paid from such Interest Payment Date.
In the event that the Series 1999 Bonds are sold to the State pursuant to Section 9 of
this Ordinance, it is understood that principal shall not be payable and interest shall not accrue on
the Series 1999 Bonds until such principal amount has been advanced pursuant to requests made by
the City to the State, with advances to be allocable to the Series 1999 Bonds in order of maturity.
In the event that the total principal amount of the Series 1999 Bonds is not advanced to the City, the
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principal amount of the Series 1999 Bonds shall be reduced to effect such reduction in a manner that
• will still achieve as level annual debt service as practicable described in Section 3 of this Ordinance.
The Clerk - Treasurer is hereby authorized to appoint a registrar and a paying agent for
any series of the Series 1999 Bonds (the "Registrar" and the "Paying Agent" and, in both such
capacities, the "Registrar and Paying Agent "). The Registrar and Paying Agent shall be charged with
and shall by appropriate agreement undertake the performance of all of the duties and responsibilities
customarily associated with each such position, including without limitation the authentication of
the Series 1999 Bonds. The Clerk- Treasurer is authorized and directed to enter into such agreements
and understandings with the Registrar and Paying Agent and any subsequent Registrar and Paying
Agent as will enable and facilitate the performance of its duties and responsibilities, and is
authorized and directed to pay such fees as the Registrar and Paying Agent may reasonably charge
• for its services in such capacity, and such fees may be paid from the Sewage Works Sinking Fund
created under the Prior Ordinance and continued herein.
If the Series 1999 Bonds or the BANS are registered in the name of the State, the
Bond Bank or any other purchaser that does not object to such designation, the Clerk - Treasurer shall
be designated as the Registrar and Paying Agent and shall be charged with the performance of all
of the duties and responsibilities of Registrar and Paying Agent.
The Registrar and Paying Agent, if not the Clerk- Treasurer, may at any time resign
as Registrar and Paying Agent upon giving thirty (30) days' notice in writing to the City and by first-
class mail to each registered owner of the Series 1999 Bonds then outstanding, and such resignation
will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor
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Registrar and Paying Agent by the City. Any such notice to the City may be served personally or
® sent by certified mail. The Registrar and Paying Agent may also 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 Series 1999 Bonds then outstanding by
first -class mail of the removal of the Registrar and Paying Agent. Notices to registered owners of
the Series 1999 Bonds shall be deemed to be given when mailed by first -class mail to the addresses
of such registered owners as they appear on the registration books kept by the Registrar. Any
predecessor Registrar and Paying Agent shall deliver all of the Series 1999 Bonds and cash in its
possession with respect thereto, together with the registration books, to the successor Registrar and
Paying Agent. The Clerk- Treasurer is hereby authorized to act on behalf of the City with regard to
any of the aforementioned actions of the City relating to the resignation or removal of the Registrar
and Paying Agent and appointment of a successor Registrar and Paying Agent.
Principal of and any redemption premium on the Series 1999 Bonds, and principal
and interest on the BANS, shall be payable at the principal corporate trust office of the Paying Agent.
Interest on the Series 1999 Bonds shall be paid by check or draft mailed or delivered by the Paying
Agent to the registered owner thereof at the address as it appears on the registration books kept by
the Registrar as of the fifteenth (15th) day of the month immediately preceding the Interest Payment
Date or at such other address as may be provided to the Paying Agent in writing by such registered
owner. Notwithstanding the foregoing, principal of and interest on the Series 1999 Bonds or BANS,
if registered in the name of the State or the Bond Bank, shall be paid by wire transfer to a financial
institution if and as directed by the State on the due date of such payment or, if such date is a day
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when financial institutions are not open for business, on the business day immediately preceding
go such due date. So long as the State or the Bond Bank is the registered owner of the Series 1999
Bonds or BANS, the Series 1999 Bonds or BANS shall be presented for payment as directed by the
State or the Bond Bank, as applicable. All payments on the Series 1999 Bonds and the BANS shall
be made in any coin or currency of the United States of America which, on the dates of such
payments, shall be legal tender for the payment of public or private debt.
Each Series 1999 Bond shall be transferable or exchangeable only on the books of
the City maintained for such purpose at the principal corporate trust office of the Registrar, by the
registered owner thereof in person, or by his or her attorney duly authorized in writing, upon
surrender of such Series 1999 Bond together with a written instrument of transfer or exchange
satisfactory to the Registrar duly executed by the registered owner or his or her attorney duly
authorized in writing, and thereupon a new fully registered Series 1999 Bond or Series 1999 Bonds
e
in the same aggregate principal amount and of the same maturity shall be executed and delivered in
the name of the transferee or transferees or the registered owner, as the case may be, in exchange
therefor. Each Series 1999 Bond may be transferred or exchanged without cost to the registered
owner, except for any tax or other governmental charge which may be required to be paid with
respect to such transfer or exchange. The Registrar shall not be obligated to make any transfer or
exchange of any Series 1999 Bond (i) during the fifteen (1 5) days immediately preceding an Interest
Payment Date or (ii) after the mailing of notice calling such Series 1999 Bond for redemption. The
City, the Registrar and the Paying Agent may treat and consider the person in whose name any Series
1999 Bond is registered as the absolute owner thereof for all purposes including the purpose of
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receiving payment of, or on account of, the principal thereof, and redemption premium, if any, and
® interest thereon.
In the event any Series 1999 Bond is mutilated, lost, stolen or destroyed, the City may
cause to be executed and the Registrar may authenticate a new Series 1999 Bond of like date,
maturity, series and denomination as the mutilated, lost, stolen or destroyed Series 1999 Bond, which
new Series 1999 Bond shall be marked in a manner to distinguish it from the Series 1999 Bond for
which it was issued; provided, that in the case of any mutilated Series 1999 Bond, such mutilated
Series 1999 Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or
destroyed Series 1999 Bond there shall be first famished to the Registrar evidence of such loss, theft
or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them.
In the event that any such mutilated, lost, stolen or destroyed Series 1999 Bond shall have matured
® or been called for redemption, instead of causing to be issued a duplicate Series 1999 Bond, the
Registrar and Paying Agent may pay the same upon surrender of the mutilated Series 1999 Bond or
upon satisfactory indemnity and proof of loss, theft or destruction in the case of a lost, stolen or
destroyed Series 1999 Bond. The City and the Registrar and Paying Agent may charge the owner
of any such Series 1999 Bond with their reasonable fees and expenses in connection with the above.
Every substitute Series 1999 Bond issued by reason of any Series 1999 Bond being lost, stolen or
destroyed shall, with respect to such Series 1999 Bond, constitute a substitute contractual obligation
of the City pursuant to this Ordinance, whether or not the lost, stolen or destroyed Series 1999 Bond
shall be found at any time, and shall be entitled to all the benefits of this Ordinance, equally and
proportionately with any and all other Series 1999 Bonds duly issued hereunder.
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In the event that any Series 1999 Bond is not presented for payment or redemption
• on the date established therefor, the City may deposit in trust with the Paying Agent an amount
sufficient to pay such Series 1999 Bond or the redemption price thereof, as appropriate, and
thereafter the owner of such Series 1999 Bond shall look only to the funds so deposited in trust with
the Paying Agent for payment and the City shall have no further obligation or liability with respect
thereto.
S ection 4. The BANS In anticipation of the issuance and sale of the Series 1999
Bonds authorized herein, and to provide interim financing to apply to the costs of the Project, the
City is hereby authorized to have prepared and to issue and sell negotiable BANS of the City to a
financial institution, the Bond Bank, or to the State, pursuant to a Bond Anticipation Note
Agreement (the 'Bond Anticipation Note Agreement ") entered into between the City and the
• purchaser of the BANs, in an amount not to exceed Nine Hundred Thousand Dollars ($900,000), to
be designated "City of Greencastle, Indiana, Sewage Works Revenue Bond Anticipation Notes,
Series 1998" (or "Series 1999," if issued in 1999). The BANS shall be issued pursuant to Indiana
Code 13 -18 -13 if sold to the State, pursuant to Indiana Code 5- 1.5 -8 -6.1 if sold to the Bond Bank,
or pursuant to Indiana Code 5- 1 -14 -5 if sold to a financial institution. If the BANS are sold to the
State, the Financial Assistance Agreement shall serve as the Bond Anticipation Note Agreement. The
BANS shall be issued in fully registered form, shall be numbered consecutively from 98R -1 (or, if
applicable, 99R -1) upwards, shall be in multiples of One Dollar ($1), shall be dated as of the date
of issuance of the BANS, and shall bear interest at a rate not exceeding five and one -half percent
(5.5 %) per annum (three and nine- tenths percent (3.9 %) per annum if the BANS are sold to the
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State), the exact rate of interest to be determined by negotiations with the purchaser of the BANS,
• payable on January 1 and July 1, commencing on July 1, 1999. Principal of and interest on the
BANS shall not be payable and interest shall not accrue on the BANS until such principal amount has
been advanced pursuant to requests made by the City to the purchaser of the BANS in accordance
with the Bond Anticipation Note Purchase Agreement. The initial BANS delivered will mature on
December 31, 1999. Each subsequent BAN delivered will bear the same maturity date as the initial
BANS. The BANS shall be subject to renewal or extension, subject to the limitations set forth below,
at an interest rate not to exceed five and one -half percent (5.5 %) per annum (three and nine- tenths
percent (3.9 %) per annum if sold to the State) with the exact rate to be negotiated with the purchaser
of such BANS. The term of the BANS and all renewal BANS may not exceed five years from the
date of delivery of the initial BAINs.
® The principal of the BANs shall be refunded and retired out of the proceeds from the
issuance and sale hereunder of the Series 1999 Bonds. The principal of the BANs. and the principal
and interest of BANS prepaid in accordance with Section 5 herein shall be refunded by the issuance
of the Series 1999 Bonds pursuant to, and in the manner prescribed by the Act. The interest on the
BANS shall be payable either from the net revenues of the Sewage Works, subject to the prior lien
thereon of the Prior Bonds, or from proceeds from the issuance and sale hereunder of the Series 1999
Bonds.
Bonds (a) Optional Prepayment of BANS The BANS are prepayable by the City, in whole or in
part, at any time upon seven (7) days' notice to the owner of the BANS without any premium. In the
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case of prepayment, the principal and accrued interest due on the BANs shall be paid only from
S proceeds of the Series 1999 Bonds, except that such principal and interest due on the BANS may also
be paid from other revenues and funds legally available therefor, if any, including federal or state
funds available for application to the Project; provided, however, that such funds are not pledged to
the payment of the BANS.
(b) Optional Redemption of the Series 1999 Bonds The Series 1999 Bonds maturing
on or after January 1, 2010, shall be subject to redemption at the option of the City, in whole or in
part, upon sixty (60) days written notice to the registered owner or owners of Series 1999 Bonds to
be redeemed, on any date on or after January 1, 2009, in inverse order of maturity and by lot within
any such maturity or maturities by the Registrar, at a redemption price expressed as a percentage of
the principal amount of each Series 1999 Bond to be redeemed in accordance with the following
schedule, plus accrued interest to the redemption date:
Redemption Period
(Both Dates Inclusive) Redemption Price
January 1, 2009, through December 31, 2009 102%
January 1, 2010, through December 31, 2010 101%
January 1, 2011, and thereafter prior to maturity 100%
Official notice of such redemption of either series of the Series 1999 Bonds shall be
mailed by the Registrar and Paying Agent by certified or registered mail at least sixty (60) days prior
to the scheduled redemption date to each of the registered owners of the Series 1999 Bonds called
for redemption (unless waived by any such registered owner) at the address shown on the registration
books of the Registrar and Paying Agent, or at such other address as is furnished in writing by such
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registered owner to the Registrar; provided, however, that failure to give such notice by mailing, or
S any defect therein, with respect to any Series 1999 Bond shall not affect the validity of the
proceedings for the redemption of any other Series 1999 Bonds. The notice shall specify the
redemption price, the date and place of redemption, and the registration numbers (and, in case of
partial redemption, the respective principal amounts) of the Series 1999 Bonds called for redemption.
The place of redemption may be at the principal corporate trust office of the Registrar and Paying
Agent or as otherwise determined by the City. Interest on the Series 1999 Bonds (or portions
thereof) so called for redemption shall cease to accrue on the redemption date fixed in such notice,
if sufficient funds are available at the place of redemption to pay the redemption price on the
redemption date and when such Series 1999 Bonds (or portions thereof) are presented for payment.
Any Series 1999 Bond redeemed in part may be exchanged for a Series 1999 Bond or Series 1999
• Bonds of the same maturity in authorized denominations equal to the remaining principal amount
thereof.
In addition to the foregoing notice, the City may also direct that further notice of
redemption of Series 1999 Bonds be given, including without limitation and at the option of the City,
notice described in paragraph (i) below given by the Registrar and Paying Agent to the parties
described in paragraphs (ii) and (iii) below. No defect in any such further notice and no failure to
give all or any portion of any such further notice shall in any manner defeat the effectiveness of any
call for redemption of Series 1999 Bonds so long as notice thereof is mailed as prescribed above.
(i) If so directed by the City, each further notice of redemption given
hereunder shall contain the information required above for an official notice of
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redemption plus (1) the CUSIP numbers of all Series 1999 Bonds being redeemed;
® (2) the date of issue of the Series 1999 Bonds as originally issued; (3) the rate of
interest bome by each Series 1999 Bond being redeemed; (4) the maturity date of
each Series 1999 Bond being redeemed; and (5) any other descriptive information
needed to identify accurately the Series 1999 Bonds being redeemed.
(ii) If so directed by the City, each further notice of redemption shall be
sent at least thirty-five (35) days before the redemption date by registered or certified
mail or overnight delivery service to all registered securities depositories then in the
business of holding substantial amounts of obligations of types comprising the Series
1999 Bonds (such depositories now being the Depository Trust Company of New
York, New York, and Philadelphia Depository Trust Company of Philadelphia,
® Pennsylvania) and to one or more national information services that disseminate
notices of redemption of obligations such as the Series 1999 Bonds (such as
Financial Information, Inc.'s Financial Daily Called Bond Service, Kenny
Information Service's Called Bond Service, Moody's Municipal and Government
News Reports and Standard & Poor's Called Bond Record).
(iii) If so directed by the City, each such further notice shall be published
one time in The Bond Buyer of New York, New York or, if the Registrar believes
such publication is impractical or unlikely to reach a substantial number of the
holders of the Series 1999 Bonds, in some other financial newspaper or journal which
regularly carries notices of redemption of other obligations similar to the Series 1999
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Bonds, such publication to be made at least thirty (30) days prior to the date fixed for
redemption.
Upon the payment of the redemption price of the Series 1999 Bonds (or portions
thereof) being redeemed and if so directed by the City, each check or other transfer of funds issued
for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 1999
Bonds (or portions thereof) being redeemed with the proceeds of such check or other transfer.
S ection 6. Execution and Authentication of the Series 1999 Bonds and BANS The
Series 1999 Bonds and the BANs shall be executed in the name of the City by the manual or
facsimile signature of the Mayor ( "Mayor ") and attested by the manual or facsimile signature of the
Clerk- Treasurer, who shall cause the seal of the City or a facsimile thereof to be affixed to each of
the Series 1999 Bonds and the BANS. The Series 1999 Bonds and the BANS shall be authenticated
S by the manual signature of the Registrar, and no Series 1999 Bond or BAN shall be valid or become
obligatory for any purpose until the certificate of authentication thereon has been so executed. In
case any official whose signature appears on any Series 1999 Bond or BAN shall cease to be such
official before the delivery of such Series 1999 Bond or BAN, the signature of such official shall
nevertheless be valid and sufficient for all purposes, the same as if such official had been in office
at the time of such delivery. Subject to the provisions of this Ordinance regarding the registration
of the Series 1999 Bonds and BANS, the Series 1999 Bonds and BAINs shall be fully negotiable
instruments under the laws of the State of Indiana.
S ection 7. Security and Sources of Payment for the Series 1999 Bonds The Series
1999 Bonds, when fully paid for and delivered to the purchaser or purchasers thereof, together with
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any bonds hereafter issued on a parity therewith (to be referred to hereinafter collectively as the
® 'Bonds," unless the context otherwise requires), as to both principal and interest, shall be valid and
binding special revenue obligations of the City, payable solely from and secured by an irrevocable
pledge of and, together with the Prior Bonds, constituting a first charge upon all of the "net revenues"
(herein defined as gross revenues after deduction only for the payment of expenses for Operation and
Maintenance (as defined in the Financial Assistance Agreement)) derived from the Sewage Works,
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 Sewage Works Sinking Fund as herein provided. The City shall not be obligated to pay the
Series 1999 Bonds or the interest thereon except from the net revenues of the Sewage Works, and
the Series 1999 Bonds shall not constitute an indebtedness of the City within the meaning of the
provisions and limitations of the constitution of the State of Indiana.
e
S ection 8. Form of the Series 1999 Bonds The form and tenor of the Series 1999
Bonds shall be substantially asset forth in Appendix A , attached hereto and incorporated herein as
if set forth at this place (with all blanks to be filled in properly and all necessary additions,
modifications and deletions to be made prior to the delivery thereof).
S ection 9. issuance Sale and Delivery of the Series 1999 Bonds and the BANS
(a) Generally. The Clerk- Treasurer is hereby authorized and directed to have the
Series 1999 Bonds and the BANS prepared, and the Mayor and the Clerk- Treasurer are each hereby
authorized and directed to execute the Series 1999 Bonds and the BANS in the form and manner
herein provided. The Clerk- Treasurer is hereby authorized and directed to deliver the Series 1999
® 19-
1 175793
Bonds and the BANS to -u e purc:.aser or purchasers thereof :.er sale made in accordance with the
• provisions of the Act and this Ordinance, provided that at the time of said delivery the Clerk-
Treasurer shall collect the full amount which the purchaser or purchasers have agreed to pay therefor,
which shall be not less than 97.0% of the par amount of the Series 1999 Bonds (or such higher
percentage of the par value of the Series 1999 Bonds as the Clerk- Treasurer, with the advice of the
financial advisor of the City, shall determine), plus accrued interest thereon to the date of delivery,
if any, and in the case of the BANS, shall not be less than 99.0% of the par amount of the BANs.
The City may receive payment for the Series 1999 Bonds and BANs in installments. The proceeds
derived from the sale of the Series 1999 Bonds (or, instead, the BANS, if such BANS are issued),
shall be and are hereby set aside for application to the costs of the Project, including all authorized
costs relating thereto, including the respective costs of issuance of the Series 1999 Bonds and the
• BANs. The authorized officers of the City are hereby authorized and directed to draw all proper and
necessary warrants and to do whatever other acts and things that may be necessary or appropriate to
carry out the provisions of this Ordinance.
(b) Issuance Sale and Delivery of the BANS The City, having satisfied all the
statutory requirements for the issuance of the Series 1999 Bonds, may elect to issue its BAN or
BANS to a financial institution, the Bond Bank, or the State pursuant to the Bond Anticipation Note
Agreement, to be entered into between the City and the purchaser of the BANS. The Common
Council hereby authorizes the issuance and execution of the BAN or BANs in lieu of initially issuing
Series 1999 Bonds to provide interim financing for the Project until permanent financing becomes
available. It shall not be necessary for the City to repeat the procedures for the issuance of its Series
O -20-
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1999 Bonds, as the procedures followed before the issuance of the BAN or BATNs are for all
® purposes sufficient to authorize the issuance of the Series 1999 Bonds and the use of the proceeds
to repay the BAN or BANs. The Mayor and the Clerk- Treasurer are hereby authorized and directed
to execute the Bond Anticipation Note Agreement in such form or substance as they shall approve
acting upon the advice of counsel. The Mayor and the Clerk- Treasurer may also take such other
action or deliver such other certificates as are necessary or desirable in connection with the issuance
of the BANS or the Series 1999 Bonds and the other documents needed for the financing as they
deem necessary or desirable in connection therewith, including any disclosure materials relating to
the BAINs or the Series 1999 Bonds.
(c) Issuance. Sale and Delivery of the Series 1999 Bonds (i) Public Sale. The Series
1999 Bonds may, in the discretion of the Clerk- Treasurer, be sold by public sale. In the event the
® Series 1999 Bonds are sold by public sale, prior to the sale of the Series 1999 Bonds, the Clerk -
Treasurer shall cause to be published a notice of intent to sell two times at least one week apart in
The Banner Graphic a newspaper of general circulation published in the City, and in the
Indianapolis Court & Commercial Record The notice of such sale or a summary thereof may also
be published in The Bond Buyer, a financial journal published in the City and State of New York
and/or in other publications, in the discretion of the Clerk- Treasurer. The notice must state that any
person interested in submitting a bid for the Series 1999 Bonds may furnish in writing, at the address
set forth in the notice, the person's name, address, and telephone number, and that any such person
may also furnish a telex number. The notice must also state: (1) the amount of the Series 1999
Bonds to be offered; (2) the denominations; (3) the dates of maturity; (4) the maximum rate or rates
?1
1 17579.1
of interest; (5) the place of sale; and (6) the time within which the name, address and telephone
is number must be furnished, which time must not be less than seven days after the last publication of
the notice. Each person so registered shall be notified of the date and time bids will be received not
less than twenty -four (24) hours before the date and time of sale. The notification shall be made by
telephone at the number furnished by the person, and also by telex if the person furnishes a telex
number. Such notice may also include such other information as the Clerk- Treasurer shall deem
necessary. Such notice shall also provide, among other things, that each bid shall be accompanied
by a certified or cashier's check or financial surety bond in an amount equal to one percent (1 %) of
the principal amount of the Series 1999 Bonds to guarantee performance on the part of the bidder,
and that in the event the successful bidder shall fail or refuse to accept delivery of and pay for the
Series 1999 Bonds as soon as the Series 1999 Bonds are ready for delivery, or at the time fixed in
e the notice of intent to sell, then such check or financial surety bond and the proceeds thereof shall
become the property of the City and shall be considered as the City's liquidated damages on account
of such default.
All bids for Series 1999 Bonds sold at public sale shall be sealed and shall be
presented to the Clerk- Treasurer at the Clerk- Treasurer's office, and the Clerk- Treasurer shall
continue to receive all bids offered until the time fixed for the sale of the Series 1999 Bonds, at
which time and place the Clerk - Treasurer shall open and consider each bid. Bidders for the Series
1999 Bonds shall be required to name the rate or rates of interest which the Series 1999 Bonds are
to bear, not exceeding seven percent (7.0 %) per annum. Such interest rate or rates shall be in
multiples of one - eighth (1/8) or one - twentieth (1/20) of one percent (1 %). Bids specifying more than
® -22-
117579.3
one interest rate shall also specify the amount and maturities of the Series 1999 Bonds bearing each
• rate, and all Series 1999 Bonds maturing on the same date shall bear the same rate of interest. The
interest rate on Series 1999 Bonds of a given maturity must be at least as great as the interest rate on
Series 1999 Bonds of any earlier maturity. Subject to the provisions set forth below, the Clerk-
Treasurer shall award the Series 1999 Bonds to the bidder offering the lowest net interest cost to the
City, to be determined by computing the total interest on all of the Series 1999 Bonds from the date
thereof to their maturities and deducting therefrom the premium bid, if any, or adding thereto the
amount of any discount No bid for less than 97.0% of the par value of the Series 1999 Bonds (or
such higher percentage of the par value of the Series 1999 Bonds as the Clerk - Treasurer, with the
advice of the financial advisor to the City, shall determine prior to the publication of the notice of
intent to sell), plus accrued interest at the rate or rates named to the date of delivery, will be
• considered. The Clerk- Treasurer shall have full right to reject any and all bids. In the event no
acceptable bid is received at the time fixed for the sale of the Series 1999 Bonds, the Clerk- Treasurer
shall be authorized to continue to receive bids from day to day thereafter for a period not to exceed
thirty (30) days, without readvertising, pursuant to Indiana law.
The Clerk- Treasurer is hereby authorized to determine, in her discretion, to sell the
Series 1999 Bonds pursuant to the general provisions of Indiana Code 5 -1 -11 (rather than
Section 2(b) thereof), and in the event of such a determination, those portions of this Section 9 which
conflict with such provisions shall be deemed inapplicable.
(ii) Sale to the Bond Bank The Series 1999 Bonds may, in the discretion of the
Clerk- Treasurer, be sold to the Bond Bank. In the event of such determination, Series 1999 Bonds
• -23-
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shall be sold to the Bond Bank in such denomination or denominations as the Bond Bank may
® request, and pursuant to a purchase agreement (the "Purchase Agreement ") between the City and the
Bond Bank, hereby authorized to be entered into and executed by the Mayor on behalf of the City,
and attested by the Clerk- Treasurer, subsequent to the date of the adoption of this Ordinance. Such
Purchase Agreement may set forth the definitive terms and conditions for such sale, but all of such
terms and conditions must be consistent with the terms and conditions of this Ordinance, including
without limitation, the interest rate or rates on the Series 1999 Bonds which shall not exceed the
maximum rate of interest for the Series 1999 Bonds authorized pursuant to this Ordinance. Series
1999 Bonds sold to the Bond Bank shall be accompanied by all documentation required by the Bond
Bank pursuant to the provisions of Indiana Code 5 -1.5 and the Purchase Agreement, including,
without limitation, an approving opinion of nationally recognized bond counsel, certification and
O guarantee of signatures and certification as to no litigation pending, as of the date of delivery of the
Series 1999 Bonds to the Bond Bank, challenging the validity or issuance of the Series 1999 Bonds.
In the event the Clerk- Treasurer determines to sell the Series 1999 Bonds to the Bond Bank, the
submission of an application to the Bond Bank and the entry by the City into the Purchase
Agreement and the execution of the Purchase Agreement on behalf of the City by the Mayor in
accordance with this Ordinance are hereby authorized, approved and ratified.
(iii) Sale to the State The Series 1999 Bonds may, in the discretion of the Clerk-
Treasurer, be sold to the State, including any such sale through the Bond Bank, pursuant to its State
Wastewater Revolving Loan Fund Program ( "SRF Program "). The Mayor and the Clerk- Treasurer
are hereby authorized to submit an application to the State for participation in the SRF Program. As
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117579.3
a part of the SRF Program, the Financial Assistance Agreement for the Series 1999 Bonds and the
• Project shall be executed by the City and the State. The substantially final form of Financial
Assistance Agreement attached as rinoendix B hereto and incorporated herein as if set forth in this
place is hereby approved by the Common Council, and the Mayor and the Clerk - Treasurer are hereby
authorized to execute the same on behalf of the City, and to approve any changes in form or
substance to the Financial Assistance Agreement, such approval to be conclusively evidenced by its
execution. The Financial Assistance Agreement may set forth the definitive terms and conditions
for such sale including the purchase price and interest rate, but all of such terms and conditions must
be consistent with the terms and conditions of this Ordinance, including, without limitation, the
interest rates on the Series 1999 Bonds which shall not exceed the maximum rate of interest for the
Series 1999 Bonds authorized pursuant to this Ordinance. Series 1999 Bonds sold to the State shall
® be accompanied by all documentation required by the State pursuant to Indiana Code 13- 18 -13, 327
IAC 13 and the Financial Assistance Agreement, including, without limitation, an approving opinion
of a nationally recognized bond counsel, certification and guarantee of signatures and certification
as to no litigation pending, as of the date of delivery of the Series 1999 Bonds to the State,
challenging the validity or issuance of the Series 1999 Bonds. In the event the Clerk- Treasurer
determines to sell the Series 1999 Bonds to the State, the entry by the City into the Financial
Assistance Agreement and the execution of the Financial Assistance Agreement by the Mayor, and,
if required, the entry by the City into a Purchase Agreement with the Bond Bank and the execution
of the Purchase Agreement by the Mayor, in accordance with this Ordinance are hereby authorized,
approved and ratified. For purposes of any provision of this Ordinance applicable in the event the
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117M.3
Series 1999 Bonds or the BAN s are owned by the State, such provision shall be equally applicable
® if any of the Series 1999 Bonds or BANS are owned by the Bond Bank as a part of the SRF Program
(d) Credit Enhancement Opinion of Bond Counsel Prior to the delivery of the
Series 1999 Bonds and the BANS, the Clerk - Treasurer, subject to the direction of the Mayor, (i) shall
be authorized to investigate, negotiate and obtain bond insurance, other forms of credit enhancement
and/or credit ratings on Series 1999 Bonds (and the BANs, if issued) and (ii) shall obtain a legal
opinion as to the validity of the Series 1999 Bonds (and the BANS, if issued) from Baker & Daniels,
Indianapolis, Indiana, bond counsel for the City, with such opinion or opinions to be furnished to the
purchaser or purchasers of the Series 1999 Bonds or to the purchaser of the BANS at the expense of
the City. The costs of obtaining any such insurance, other credit enhancement and/or credit ratings,
together with bond counsel's fee in preparing and delivering such opinion or opinions and in the
e performance of related services in connection with the issuance, sale and delivery of the Series 1999
Bonds and the BANs, shall be considered as a part of the cost of the Project and shall be paid out of
the proceeds of the Series 1999 Bonds and BAINs, respectively.
(e) The Clerk - Treasurer may elect in her discretion to sell one series of the Series
1999 Bonds at public sale, another series to the Bond Bank and/or another series to the State. In
such event, the Clerk- Treasurer shall allocate the Series 1999 Bonds among the different series in
such manner as she may deem appropriate with the advice of the City's financial advisor, and the
designation of the Series 1999 Bonds shall reflect the different series (e.g., Series 1999A Bonds
numbered 1999AR -1 and up, Series 1999B Bonds numbered 1999BR -1 and up, etc.)
2 6-
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Section 10. Disposition of Proceeds of the Series 1999 Bonds and BANS: City of
® Greencastle 1999 Sewage Works Construction Account The proceeds from the sale of the BANS
(or, if and to the extent the BANs are not issued, the Series 1999 Bonds) shall be deposited in a bank
or banks which are legally qualified depositories for the funds of the City, in the special account to
be designated as "City of Greencastle, 1999 Sewage Works Construction Account" (the
"Construction Account "). Amounts in the Construction Account shall be expended only for the
purpose of paying the costs of the Project (including engineering expenses relating thereto),
refunding the BANS, if issued, paving the costs of issuance of the Series 1999 Bonds or BAN Is, if
issued, or as otherwise permitted or required by the Act. Any balance or balances remaining
unexpended in the Construction Account after completion of the Project, which are not required to
meet unpaid obligations incurred in connection with the acquisition, construction or installation of
the Project, shall be used solely for one or more of the purposes permitted under the provisions of
® Indiana Code 5 -1 -13, as amended. Pursuant to the Act, the owners of the Series 1999 Bonds and
BANS shall be entitled to a lien on the proceeds of the Series 1999 Bonds and BANS, respectively,
until such proceeds are applied as required by this Ordinance and by Indiana law.
Notwithstanding the provisions of this Section 10, if BANs are issued, then the
proceeds of the Series 1999 Bonds relating thereto shall be used to refund the BANS and are hereby
pledged for such purpose, and any proceeds of the Series 1999 Bonds remaining after the BANS have
been paid in full shall be deposited in the Sewage Works Sinking Fund referred to below.
With respect to any Series 1999 Bonds sold to the Bond Bank or the State, to the
extent that the total principal amount of the Series 1999 Bonds is not paid by the purchaser or drawn
117579.3 -27-
down by the City, the City shall reduce the principal amounts of the Series 1999 Bond maturities to
® effect such reduction in a manner that will still achieve as level annual debt service as practicable
as described in Section 3 of this Ordinance.
Section 11 Seze2ation and Application of Sewage Works Revenues All revenues
derived from the operation of the Sewage Works and from the collection of sewage rates and charges
shall be deposited in a fund established under the Prior Ordinance and continued hereby and
designated as the Sewage Works Revenue Fund, and segregated and kept separate and apart from
ail other funds and bank accounts of the City. Out of said revenues the proper and reasonable
expenses of operation, repair and maintenance of the Sewage Works shall be paid, the principal and
interest of all bonds and fiscal agency charges of bank paying agents shall be paid, and the costs of
replacements, extensions, additions and improvements shall be paid as hereinafter provided. No
® moneys derived from the revenues of the Sewage Works shall be transferred to the general fund of
the City or be used for any purpose not connected with the Sewage Works so long as any bonds
payable from the revenues of the Sewage Works are outstanding.
On the last day of each calendar month there shall be credited from the Revenue Fund
to the Sewage Works Operation and Maintenance Fund established under the Prior Ordinance and
continued hereby, a sufficient amount of the revenues of the Sewage Works so that the balance in
said fund shall be sufficient to pay the expenses of operation, repair and maintenance for the then
next succeeding two calendar months. The moneys credited to this fund shall be 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,
® 28-
117579.3
replacements, improvements, extensions or additions. Any balance in said fund in excess of the
® expected expenses of operation, repair and maintenance for the next succeeding month may be
transferred to the Sewage Works Sinking Fund created by the Prior Ordinance and continued hereby
if necessary to prevent a default in the payment of principal or interest on outstanding bonds.
Section 12 . (a) Sewage Works Sinking Fund There shall be deposited from the
Revenue Fund into the "Sewage Works Sinking Fund" heretofore established by the Prior Ordinance
and continued hereby for the payment of the interest on and principal of revenue bonds which by
their terms are payable from the revenues of the Sewage Works, and the payment of any fiscal
agency charges in connection with the payment of such bonds and interest thereon, a sufficient
amount of the net revenues of said Sewage Works to meet the requirements of the Bond and Interest
Account and the Debt Service Reserve Account established under the Prior Ordinance and continued
® hereby in said Sewage Works Sinking Fund. Such payments shall continue until the balance in the
Bond and Interest Account, plus the balance in the Debt Service Reserve Account, equals the
principal of and interest on all of the then outstanding bonds to the final maturity thereof.
(b) Bond and Interest Account Beginning with the first calendar month following
the date of issuance of the Series 1999 Bonds herein authorized, there shall be credited on the last
day of each calendar month to the Bond and Interest Account established under the Prior Ordinance
and continued hereby, an amount equal to the sum of one -sixth (1/6) of the interest on all then
outstanding bonds payable on the then next succeeding interest payment date, and one - twelfth (1112)
of the amount of principal payable on the next principal payment date on all then outstanding bonds
which will be payable on the then next succeeding principal payment date, until the amount of
® -29-
117579.3
interest and principal payable on the next succeeding respective principal and interest payment dates
is 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
account the amount necessary to pay the bank fiscal agency charges, if any, for paying principal and
interest on the bonds as the same become payable. The City shall, from the sums deposited in the
Sewage Works Sinking Fund and credited to the Bond and Interest Account, remit promptly to the
bank fiscal agency sufficient moneys to pay the principal and interest on the due dates thereof
together with the amount of any bank fiscal agency charges.
(c) Debt Service Reserve Account On the last day of each calendar month, after
making the credits to the Bond and Interest Account there shall be credited from available net
revenues to the Debt Service Reserve Account created by the Prior Ordinance and continued hereby
e in amounts sufficient to produce, in equal monthly installments over a sixty (60) month period, an
amount equal to the least of (i) the maximum annual debt service on all outstanding bonds, and any
other parity bonds of the City payable from the net revenues of its sewage works that may be
hereafter issued, (ii) one hundred twenty -five percent (125 %) of the average annual debt service on
all outstanding bonds, and any other parity bonds of the City payable from the net revenues of its
sewage works that may be hereafter issued, or (iii) ten percent (10 %) of the proceeds of all
outstanding bonds, and any other parity bonds of the City payable from the net revenues of its
sewage works that may be hereafter issued (the "Debt Service Reserve Requirement "). Said credits
to the Debt Service Reserve Account shall continue until the balance therein shall equal the Debt
Service Reserve Requirement. The Debt Service Reserve Account shall constitute the margin for
® 30-
117579.3
safety as a protection against default in the payment of principal of and interest on the Series 1999
e Bonds and any other parity bonds of the City payable from the net revenues of its sewage works
hereafter issued so long as the Debt Service Reserve Requirement has been increased
proportionately, and the moneys in the Debt Service Reserve Account shall be used to pay current
principal and interest on the Series 1999 Bonds and any parity bonds thereof to the extent that
moneys in the Bond and Interest Account are insufficient for that purpose. Any deficiencies in
credits to the Debt Service Reserve Account shall be promptly made up from the next available net
revenues remaining after credits into the Bond and Interest Account. In the event moneys in the Debt
Service Reserve Account are transferred to the Bond and Interest Account to pay principal and
interest on bonds, then such depletion of the balance in the Debt Service Reserve Account shall be
made up from the next available net revenues after the credits into the Bond and Interest Account
® hereinbefore provided for. Any moneys in the Debt Service Reserve Account in excess of the Debt
Service Reserve Requirement shall be transferred to the Sewage Works Improvement Fund, and in
no event shall such excess moneys be held in the Debt Service Reserve Account.
Section 13 Sewage Works Improvement Fund On the last day of each calendar
month after the Series 1999 Bonds are issued, after meeting the requirements for operation, repair,
and maintenance, and the Sewage Works Sinking Fund, all available net revenues shall be credited
to the Sewage Works Improvement Fund established under the Prior Ordinance and continued
hereby. Said fund shall be used for improvements, replacements, additions and extensions of the
Sewage Works. Moneys in the Sewage Works Improvement Fund shall be transferred to the Sewage
Works Sinking Fund if necessary to prevent a default in the payment of principal and interest on the
® 31-
117579.3
then outstanding bonds or if necessary to eliminate any deficiencies in credits to or minim balance
® in the Debt Service Reserve Account of the Sewage Works Sinking Fund or may be transferred to
the Operation and Maintenance Fund to meet unforeseen contingencies in the operation, repair and
maintenance of the sewage works. The City may also elect to use net revenues on deposit in the
Sewage Works Improvement Fund to pay interest on the BANS.
Section 14 . Books of Record and Accounts The City shall keep proper books of
record 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 deposited in said
funds, and all disbursements made therefrom on account of the operation of the works, and to meet
the requirements of the Sewage Works Sinking Fund, and all other financial transactions relating to
said works. There shall be prepared and famished, upon written request, to any owner of the Series
1999 Bonds or BANS at the time then outstanding, within thirty (30) days after their receipt by the
City, the most recent audited financial statements of the utility prepared by the State Board of
Accounts. Copies of all such statements and reports shall be kept on file in the office of the Clerk -
Treasurer. Any owner or owners of the Series 1999 Bonds or BANS then outstanding shall have the
right at all reasonable times to inspect the works and all records, accounts and data of the City
relating thereto. Such inspections may be made by representatives duly authorized by written
instrument.
If the Series 1999 Bonds or BANS are sold to the Bond Bank or the State, the City
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
® 1115793 -32-
accordance with (i) generally accepted accounting standards for utilities, on an accrual basis, as
40 promulgated by the Government Accounting Standards Board, and (ii) the rules, regulations, and
guidance of the State Board of Accounts.
Section 15 . Rates and Charges The City covenants and agrees that it will establish
and maintain just and equitable rates or charges for the use of and the services rendered by said
works, to be paid by the owner of each and every lot, parcel of real estate or building that is
connected with and uses said sewage works by or through any part of the sewage works system of
the City, or that in any way uses or is served by such works, at a level adequate to produce and
maintain sufficient revenue (including user and other charges, fees, income, or revenues available
to the City) to provide for the proper Operation and Maintenance (as defined in the Financial
Assistance Agreement) of the works, to comply with and satisfy all covenants contained in this
Ordinance and the Financial Assistance Agreement, and for the payment of the sums required to be
• paid into the Sewage Works Sinking Fund by the Act and this Ordinance.
Such rates or charges shall, if necessary, be changed and readjusted from time to time
so that the revenues therefrom shall always be sufficient to meet the expenses of Operation and
Maintenance of the Sewage Works and the requirements of the Sewage Works Sinking Fund. The
rates or charges so established shall apply to any and all use of such works by and service rendered
to the City and all departments thereof and shall be paid by the City as the charges accrue.
Section 16 . Defeasance If, when the Series 1999 Bonds (or portions thereof) 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 Series 1999 Bonds (or such portions
• 3�-
1 17579.3
thereof) for redemption shall have been given, and the whole amount of the principal and the interest
® and the premium, if any, so due and payable upon all of the Series 1999 Bonds (or such portions
thereof) then outstanding shall be paid; or (i) sufficient moneys, or (ii) direct obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America, the principal of and the interest on which when due will provide sufficient
moneys, or (iii) time certificates of deposit fully secured as to both principal and interest by
obligations of the kind described in (ii) above of a bank or banks the principal of and interest on
which when due will provide sufficient moneys, shall be held in trust for such purpose, and provision
shall also be made for paying all fees and expenses for the redemption, then and in that case the
Series 1999 Bonds (or such portions thereof) issued hereunder shall no longer be deemed outstanding
or entitled to the pledge of the net revenues of the City's Sewage Works.
• Section 17. Additional BANS and Bonds The City reserves the right to authorize
and issue additional BANS at any time ranking on a parity with the BANS so long as the interest is
payable only on January I and July 1 and the principal is payable solely from the Series 1999 Bond
proceeds. The City also 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 authorized by this
Ordinance, for the purpose of financing the cost of future additions, extensions and improvements
to the Sewage Works, subject to the following conditions:
(a) The interest on and principal of all bonds payable from the revenues of the
Sewage Works shall have been paid to date in accordance with the terms thereof.
® 117579.3 -34-
(b) The 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 authorized by this
Ordinance shall be not less than one hundred twenty -five percent (125 %) of the maximum annual
interest and principal requirements of the then outstanding bonds and the additional parity bonds
proposed to be issued; or, prior to the issuance of said parity bonds, the sewage rates and charges
shall be increased sufficiently so that said increased rates and charges applied to the previous fiscal
year's operations would have produced net revenues for said year equal to not less than one hundred
twenty -five percent (125 %) of the maximum annual interest and principal requirements of the then
outstanding bonds and the additional parity bonds proposed to be issued. For purposes of this
subsection, the records of the Sewage Works shall be analyzed and all showings shall be prepared
by a certified public accountant or nationally recognized firm of professionals experienced in
® analyzing financial records of municipal utilities retained by the City for that purpose.
(c) The principal of said additional parity bonds shall be payable on January 1 and
the interest on said additional parity bonds shall be payable semiannually on January 1 and July 1
(or annually on January 1) in the years in which such principal and interest are payable.
(d) If the Series 1999 Bonds are sold to the Bond Bank or the State, (i) the City
has obtained the consent of the State, (ii) the City has faithfully performed and is in compliance with
each of its obligations, agreements, and covenants contained in the Financial Assistance Agreement
and this Ordinance, and (iii) the City is in compliance with its National Pollutant Discharge
Elimination System permits, except for non - compliance for which the Series 1999 Bonds are issued,
35-
117579.3
including refunding bonds issued prior to, but part of, the overall plan to eliminate such non - compliance.
(e) The Debt Service Reserve Requirement is proportionately increased in
accordance with the provisions of Section 12(c) of this Ordinance and the City covenants to make
equal monthly deposits into the Debt Service Reserve Account over a sixty (60) month period
sufficient to make the amount therein equal the Debt Service Reserve Requirement.
Section 18 Additional Covenants of the City For the purpose of further
safeguarding the interests of the owners of the Series 1999 Bonds and BANs herein authorized, it
is specifically provided as follows:
(a) All contracts let by the City in connection with the construction of said
additions and improvements to the Sewage Works 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 employers 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) Said additions and improvements shall be constructed under the supervision
and subject to the approval of the Consulting Engineers or such other competent engineer as shall
be designated by the Common Council. All estimates for work done or material famished shall first
be checked by the Consulting Engineers and approved by the Common Council.
o �6
117579.3
(c) The City shall at all times maintain its Sewage Works in good condition and
® operate the same in an efficient manner and at a reasonable cost.
(d) So long as any of the Series 1999 Bonds or BANS herein authorized are
outstanding, the City shall maintain insurance coverage (which must be acceptable to the State if the
State owns the Series 1999 Bonds or the BANS), including fidelity bonds, to protect the sewage
works and its operations on the insurable parts of said works of a kind and in an amount such as
would normally be carried by private companies engaged in a similar type of business. All insurance
shall be placed with responsible insurance companies qualified to do business under the laws of the
State of Indiana. Insurance proceeds and condemnation awards shall be used to replace or repair the
property, or, if not used for that purpose, shall be treated and applied as net revenues of the works
(or such use as consented to by the State if the State owns the Series 1999 Bonds or BANS).
® (e) So long as any of the Series 1999 Bonds or BANS are outstanding, the City
shall not mortgage, pledge or otherwise encumber such works, or any part thereof, nor shall it sell,
lease or otherwise dispose of any portion thereof except replace equipment which may become wom
out or obsolete.
(f) If the Series 1999 Bonds or BANS are sold to the Bond Bank or the State to
finance Eligible Costs, the City shall not borrow any money, enter into any contract or agreement
or incur any other liabilities in connection with the Sewage Works, other than for normal operating
expenditures, without the prior written consent of the State if such undertaking would involve,
commit, or use the revenues of the Sewage Works.
® -37-
117579.3
(g) Except as hereinbefore provided in Section 17 hereof, so long as any of the
® bonds or BANS herein authorized are outstanding, no additional bonds, BANs or other obligations
pledging any portion of the revenues of said sewage works shall be authorized, executed or issued
by the City except such as shall be made subordinate and junior in all respects to the bonds and
BAN Ts herein authorized, unless all of the bonds and BA Vs herein authorized are redeemed, retired
or defeased pursuant to Section 16 hereof coincidentally with the delivery of such additional bonds,
BANS or other obligations.
(h) The City shall take all action or proceedings necessary and proper to require
connection of all property where liquid and solid waste, sewage, night soil, or industrial waste is
produced with available sanitary sewers. The City shall, insofar as possible, cause all such sanitary
sewers to be connected with said sewage works.
® (i) The provisions of this Ordinance shall constitute a contract by and between
the City and the owners of the sewage works revenue bonds and BAINs herein authorized, and after
the issuance of said bonds and BANS, except as otherwise provided by Section 22 hereof, this
Ordinance shall not be repealed or amended in any respect which will adversely affect the rights of
the owners of said bonds and BANS, nor shall the Common Council adopt any law, ordinance or
resolution which in any way adversely affects the rights of such owners so long as any of said bonds
or BANS or the interest thereon remains unpaid. The Common Council reserves the right, however,
to amend this Ordinance from time to time to preserve the Tax Exemption described in Section 20
hereof without the approval of any owner of the Series 1999 Bonds so long as the Common Council
certifies that such amendment does not violate this subsection (i) of Section 18; provided, however,
® -38-
17579.3
that if the Series 1999 Bonds or BANS are sold to the State or the Bond Bank, the City shall obtain
® the prior written consent of the State.
6) The provisions of this Ordinance shall be construed to create a trust in the
proceeds of the sale of the bonds and BAhls herein authorized for the uses and purposes herein set
forth, and the owners of the bonds and BANS shall retain a lien on such respective proceeds until the
same are applied in accordance with the provisions of this Ordinance and of the Act. The provisions
of this Ordinance 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 Sewage Works Sinking Fund for the uses and purposes of
said fund as in this Ordinance set forth. The owner of said bonds and BANS shall have all of the
rights, remedies and privileges set forth in the provisions of the Act, including the right to have a
receiver appointed to administer said Sewage Works in the event of default in the payment of the
® principal of or interest on any of the bonds or BANS herein authorized or in the event of default in
respect to any of the provisions of this Ordinance or the Act.
S ection 19. Permitted Actions Relating to Preservation of Exclusion of Interest from
Federal Gross Income (a) The Clerk- Treasurer is hereby authorized to invest moneys pursuant to
the provisions of this Ordinance at a restricted yield (subject to applicable requirements of federal
law to insure that any such investment is acquired for fair market value) to the extent necessary or
advisable to preserve the exclusion from gross income of interest on the bonds and BANs, or the tax
exempt status of interest on the bonds and BANS, under federal law.
(b) The Clerk- Treasurer shall keep full and accurate records of investment
earnings and income from moneys held in the funds and accounts created or referenced herein. In
® -39-
1 17579.3
order to comply with the provisions of this Ordinance, the Clerk- Treasurer is hereby authorized and
® directed to employ consultants or attorneys from time to time to advise the City as to requirements
of federal law to preserve the tax exclusion or exemption.
Section 20 . Tax Covenants In order to preserve the exclusion of interest on the
Series 1999 Bonds and BANS from gross income for federal income tax purposes and as an
inducement to purchasers of the Series 1999 Bonds and BANs, the City represents, covenants and
agrees that:
(a) No person or entity, other than the City or another state or local governmental
unit, will use proceeds of the Series 1999 Bonds or BANS or property financed by the Series 1999
Bond or BAN proceeds other than as a member of the general public. No person or entity other than
the City or another state or local governmental unit will own property financed by the Series 1999
® Bond or BAN proceeds or will have actual or beneficial use of such property pursuant to a lease, a
management or incentive payment contract, an arrangement such as take -or -pay or output contract
or any other type of arrangement that differentiates that person's or entity's use of such property from
the use by the public at large.
(b) No Series 1999 Bond or BAN proceeds will be loaned to any entity or person.
No Series 1999 Bond or BAN proceeds will be transferred, directly or indirectly, or deemed
transferred to a nongovernmental person in any manner that would in substance constitute a loan of
the Series 1999 Bond or BAN proceeds.
(c) The City will not take, or cause or permit to be taken by it or by any party
under its control, or fail to take or cause or permit to fail to be taken by it or by any parry under its
® -40-
117579.1
control, any action with respect to the Series 1999 Bonds or BANS that would result in the loss of
the exclusion from gross income for federal income tax purposes of interest on the Series 1999
Bonds or BANS pursuant to Section 103 of the Code, nor will the City act in any other manner which
would adversely affect such exclusion. The City further covenants that it will not make any
investment or do any other act or thing during the period that any Series 1999 Bond or BAN is
outstanding hereunder which would cause any Series 1999 Bond or BAN to be an "arbitrage bond"
within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on
the date of delivery of the Series 1999 Bonds or BANS.
(d) The City will, to the extent necessary to preserve the exclusion of interest on
the Series 1999 Bonds and BANS from gross income for federal income tax purposes, rebate all
required arbitrage profits on Series 1999 Bond and BAN proceeds or other moneys treated as Series
1999 Bond or BAN proceeds to the federal government and will set aside such moneys in a Rebate
Account to be held by the Clerk- Treasurer in trust for such purpose.
S ection 21. Compliance with Tax Sections Notwithstanding any other provisions
of this Ordinance, the covenants and authorizations contained in this Ordinance ( "Tax Sections ")
which are designed to preserve the tax exempt status of interest on the Series 1999 Bonds and BANS
or the exclusion of interest on the Series 1999 Bonds and BANS from gross income under federal
law ( "Tax Exemption ") need not be complied with if the City receives an opinion of nationally
recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.
S ection 22. Supplemental Ordinances Subject to the terns and provisions contained
in this Section, and not otherwise, the owners of not less than seventy -five percent (75 %) in
41
117579.3
aggregate principal amount of the bonds issued pursuant to this Ordinance and then outstanding shall
have the right, from time to time, anything contained in this Ordinance to the contrary
notwithstanding, to consent to and approve the adoption by the City of such ordinance or ordinances
supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of
modifying, altering, amending, adding to or rescinding in any particular any of the terms or
provisions contained in this Ordinance, or in any supplemental ordinance; provided, however, that
if the Series 1999 Bonds or BANS are sold to the Bond Bank or the State, the City shall obtain the
prior written consent of the State; 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 Ordinance; or
e (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 net revenues of the sewage
works ranking prior to the pledge thereof created by this Ordinance; or
(d) A preference or priority of any bond or bonds issued pursuant to this
Ordinance over any other bond or bonds issued pursuant to the provisions of this Ordinance; or
(e) A reduction in the aggregate principal amount of the bonds required for
consent to such supplemental ordinance.
The owners of not less than seventy-five percent (75 %) in aggregate principal amount
of the bonds outstanding at the time of adoption of such supplemental ordinance shall have
e -42
t 17579.3
consented to and approved the adoption thereof by written instrument to be maintained on file in the
® office of the Clerk- Treasurer of the City. No owner of any bond issued pursuant to this Ordinance
shall have any right to object to the adoption of such supplemental ordinance or to object to any of
the terms and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the City or its officers from adopting the
same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any
supplemental ordinance pursuant to the provisions of this Section, this Ordinance shall be, and shall
be deemed, modified and amended in accordance therewith, and the respective rights, duties and
obligations under this Ordinance of the City and all owners of bonds issued pursuant to the
provisions of this Ordinance then outstanding, shall thereafter be determined, exercised and enforced
in accordance with this Ordinance, subject in all respects to such modifications and amendments.
• Notwithstanding anything contained in the foregoing provisions of this Ordinance, the rights and
obligations of the City and of the owners of the bonds authorized by this Ordinance, and the terms
and provisions of the bonds and this Ordinance, or any supplemental ordinance, may be modified
or altered in any respect with the consent of the City and the consent of the owners of all the bonds
issued pursuant to this Ordinance then outstanding.
Notwithstanding anything in this Section 22 of this Ordinance, as to any series of
Series 1999 Bonds sold to the State pursuant to Section 9 of this Ordinance, no supplemental
ordinance shall be adopted unless consented to in writing by the State.
S ection 23. Repeal of Conflicting Ordinances All ordinances, resolutions and orders,
or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict,
o - 43 -
117579.3
hereby repealed; provided, however, that this Ordinance shall not be construed as repealing or
® modifying in any respect any of the provisions of the Prior Ordinance.
Section 24 . Rates and Charges The estimate of rates and charges which will be
needed and charged to the general classes of users of property to be served by the Sewage Works in
order to provide sufficient moneys to make payments of principal of and interest on the Series 1999
Bonds, along with the other payments identified in this Ordinance, is set forth in an ordinance
entitled "An Ordinance Establishing Municipal Sewage Rates," adopted on March 3, 1998.
Section 25 Qualified Tax - Exempt Obligations The BANS are hereby designated
as "qualified tax - exempt obligations" for the purposes of Paragraph (3) of Section 265(b) of the
Code, and any or all officials, officers, members, employees and agents of the City are hereby
authorized to execute on behalf of the City any documents necessary or appropriate to evidence
further such designation. The reasonably anticipated amount of "tax- exempt obligations" (as such
® term is used in Section 265(b) of the Code) (other than obligations described in
Section 265(b)(3)(C)(ii) of the Code) which will be issued by the City or otherwise on behalf of the
City or subordinate entities during the calendar year 1998 does not exceed $10,000,000, and not
more than $10,000,000 of obligations issued by the City or otherwise on behalf of the City or
subordinate entities have been designated "qualified tax- exempt obligations" during calendar year
S ection 26. Notice of Adoption and Purport of Ordinance Upon passage of this
Ordinance, the Clerk- Treasurer of the City shall immediately cause to be published in accordance
with IC 5 -3 -1 a notice of the adoption and the purport of this Ordinance in accordance with
0 117579.3 -
Section 10 of the Act, with respect to those portions of the Project, if any, which have not been
is ordered by or subject to the order of the Indiana Department of Environmental Management
( "IDEM ") (the "Non -IDEM Ordered Improvements "). In the event an objecting petition is filed in
accordance with Section 12 of the Act, no further proceedings shall be taken by the City relating to
the Non -IDEM Ordered Improvements until the later of (i) the date on which the court having
jurisdiction over such matter confirms the decision of the City to issue bonds relating to the Non -
IDEM Ordered Improvements, or (ii) if an appeal is taken the date on which the appropriate court
of last resort confirms the decision of the City to issue bonds relating to the Non -IDEM Ordered
Improvements, except as permitted by Subsection 12(f) of the Act.
Section 27 . laments on Holidays If the date of making any payment or the last date
for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a
® legal holiday or a day on which banking institutions in the City or the city in which the Registrar and
Paying Agent is located are typically closed, such payment may be made or act performed or right
exercised on the next succeeding day not a legal holiday or a day on which such banking institutions
are typically closed, with the same force and effect as if done on the nominal date provided in this
Ordinance, and no interest shall accrue for the period after such nominal date. Notwithstanding the
foregoing, with respect to any Series 1999 Bonds sold to the State pursuant to Section 9 of this
Ordinance, if the date for making any payment is a day when financial institutions are not open for
business, such payment shall be made on the business day immediately preceding such payment date.
nil
11"7579.3
Section 28 . Separability If any section, paragraph or provision of this Ordinance
shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance.
S ection 29. CCa tions The captions in this Ordinance are inserted only as a matter
of convenience and reference, and such captions are not intended and shall not be construed to
define, limit, establish, interpret or describe the scope, intent or effect of any provision of this
Ordinance.
Section 30 . Effectiveness This Ordinance shall be in full force and effect from and
after its passage.
WIS
117579.3
Passed and adopted by the Common Council of the City of Greencastle on the 1A
day of 4
COMMON COUNCIL
Presiding O er
A �T:
Clerk - Treasurer
U
Presented by me to the Mayor of the City of Greencastle on the r / GZ day of
1998, at � 1S o'clock M.
® Clerk- Treasurer
i
This ordinance approved and signed by me on the / day of ✓ ti - 1y1998, at
o'clock/
'rte
Mayor
10 -47-
117579.3
APPENDIX A
`al
[Form of Bond]
UNITED STATES OF AMERICA
STATE OF INDIANA, COUNTY OF PUTNAM
CITY OF GREENCASTLE, INDIANA,
SEWAGE WORKS REVENUE BOND, SERIES 1999
No. 99R -1
Interest Original Authentication
Rate Date Date
Registered Owner:
Principal Amount: S
The City of Greencastle (the "City"), in Putnam County, State of Indiana, for value
received, hereby promises to pay to the Registered Owner specified above, or registered assigns,
upon surrender hereof, solely out of the special revenue fund hereinafter referred to, the Principal
Amount stated above, or so much thereof as may be advanced from time to time and be outstanding
as evidenced by the records of the registered owner making payment for this Bond, or its assigns on
January 1 in the years and in the amounts as set forth on Schedule A attached hereto (unless this
bond be subject to and shall have been called for redemption prior to maturity as hereinafter
provided), and to pay interest hereon until the Principal Amount is fully paid at the Interest Rate per
annum specified above from the interest payment date to which interest has been paid next preceding
the Authentication Date of this bond unless this bond is authenticated after the fifteenth day of the
month immediately preceding an interest payment date and on or before such interest payment date,
in which case it shall bear interest from such interest payment date, or unless this bond is
authenticated on or before _ 15, _, it shall bear interest from the Original Date specified
above, which such interest is payable semiannually on January 1 and July 1 of each year,
commencing _ 1, — Interest shall be calculated on the basis of twelve (12) thirty (30) -day
months for a three hundred sixty (360) -day year.
The principal of this bond is payable at the principal office of the Clerk- Treasurer of
the City of Greencastle, Indiana, as Registrar and Paying Agent (which term shall include any
successor registrar and paying agent). All payments of interest hereon will be paid by cash or draft
mailed or delivered by the Paying Agent to the Registered Owner hereof at the address as it appears
on the registration books of the Registrar as of the fifteenth day of the month immediately preceding
the applicable interest payment date or at such other address as is furnished to the Paying Agent in
® writing by such Registered Owner. All payments on this bond shall be made in any coin or currency
of the United States of America which, on the dates of such payments, shall be legal tender for the
payment of public and private debts.
Notwithstanding the foregoing paragraph, so long as this bond is registered in the
name of the State of Indiana (the "State ") or the Indiana Bond Bank (the 'Bond Bank "), principal of
and interest on this bond shall be paid by wire transfer to a financial institution designated by the
State on the due date of such payment or, if such date is a day when financial institutions are not
open for business, on the business day immediately preceding such due date. So long as the State
or the Bond Bank is the registered owner of this bond, this bond shall be presented for payment as
directed by the State.
So long as the State is the registered owner of this bond, it is understood that the
principal hereof shall not be payable and interest hereon shall not accrue until such principal amount
has been advanced pursuant to a request made by the City to the State.
This bond and the other bonds of this issue, together with the interest payable hereon
and thereon, are payable solely from and secured by an irrevocable pledge of and constitute a first
charge upon all of the net revenues (herein defined as the gross re�' enues after deduction only for the
payment of the proper and reasonable expenses of Operation and Maintenance, as defined in the
Financial Assistance Agreement, as hereinafter described) derived from the sewage works of the
City, including the existing works, the improvements and extensions acquired or constructed out of
® the proceeds of this bond and the issue of which it is a part, and all additions and improvements
thereto subsequently acquired or constructed; and rank on a panty basis with other bonds of the City,
designated "City of Greencastle, Indiana, Sewage Works Refunding Revenue Bonds of 1991."
outstanding on the issuance date of this bond in the amount of Dollars (S )
and payable over a period ending January 1, 2001 (the "1991 Bonds ") and "City of Greencastle,
Indiana, Sewage Works Revenue Bonds of 1994" outstanding on the issuance date of this bond in
the amount of Dollars (S ) and payable over a period ending
January 1, 2015 (the" 1994 Bonds" and with the 1991 Bonds, the 'Prior Bonds "). The City shall not
be obligated to pay the principal of or interest on this bond except from the special fund, entitled the
"Sewage Works Sinking Fund" (heretofore created by ordinance of the City and continued under the
Ordinance as hereinafter described), provided from the net revenues of such sewage works, and
neither this bond nor any of the bonds of the issue of which this bond is a part shall constitute an
indebtedness of the City within the meaning of the provisions and limitations of the constitution of
the State of Indiana.
This bond is one of an authorized issue of bonds of the City of Greencastle, Indiana,
of like tenor and effect, except as to numbering, interest rate and date of maturity, in the total amount
not to exceed Dollars ($ ) numbered from 99R -1 upward, issued for
the purpose of providing funds to pay the cost of certain improvements and extensions to the sewage
• o
117580.3
works of the City (the "Sewage Works "), [to refund notes issued in anticipation of the bonds,] and
all expenses necessarily incurred in connection with the issuance of such bonds, as authorized by an
ordinance adopted by the Common Council of the City on the day of , 1998, entitled
"An Ordinance authorizing the acquisition, construction, and installation by the City of Greencastle,
Indiana, of certain improvements and extensions to the City's sewage works, the issuance and sale
of revenue bonds to provide funds for the payment of the costs thereof, the issuance and sale of bond
anticipation notes in anticipation of the issuance and sale of such bonds, and the collection,
segregation and distribution of revenues of such sewage works and other related matters" (the
"Ordinance "), and in strict compliance with the provisions of Indiana Code, Title 36, Article 9,
Chapter 23, and the laws amendatory thereof and supplemental thereto (the "Act ").
Reference is hereby made to the Financial Assistance Agreement between the City
and the State as to certain terms and covenants pertaining to the sewage works project and this Bond
(the "Financial Assistance Agreement ").
This bond is issuable only in fully registered form in the denomination of $1.00 or
any integral multiple thereof not exceeding the aggregate principal amount of the 'ponds of this issue
maturing in any one year, unless this bond is of a series of bonds sold to t "-- Bond Bank or the State,
in which case it may be of such denomination as directed.
Pursuant to the provisions of +he Act and the Ordinance, the principal of and interest
on this bond and all other bonds of this issue, together with the Prior Bonds and any bonds hereafter
issued on a parity herewith or therewith, are secured by and are payable solely from the Sewage
Works Sinking Fund heretofore created, and continued by the Ordinance, to be provided from the
net revenues (herein defined as the gross revenues after deduction only for the payment of the proper
and reasonable expenses of Operation and Maintenance, as defined in the Financial Assistance
Agreement) derived from the Sewage Works, including the existing works, the improvements and
extensions acquired or constructed out of the proceeds of this bond and the issue of which it is a part,
and all additions and improvements thereto and replacements thereof subsequently constructed and
acquired. This bond does not and shall not constitute an indebtedness of the City within the meaning
of the provisions and limitations of the constitution of the State of Indiana, and the City is not and
shall not be obligated to pay this bond or the interest thereon except from such special fund provided
from such net revenues.
The City irrevocably pledges the entire net revenues of the Sewage Works to the
extent necessary for such purposes, to the prompt payment of the principal of and interest on the
bonds of this issue authorized pursuant to the Ordinance, including this bond, the Prior Bonds and
any bonds hereafter issued on a parity herewith. The City covenants that it will to the fullest extent
permitted by law cause to be fixed, maintained and collected such rates and charges for services
rendered by such works as are sufficient in each year for the payment of the proper and reasonable
expenses of Operation and Maintenance of said works and for the payment of the sums required to
be paid into said Sinking Fund under the provisions of said Act and said Ordinance. In the event the
117590.3
City, or the proper officers thereof, 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 principal of or interest on this bond, the
®
Registered 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 for the payment of the principal of and interest on this bond.
The City further covenants that it will set aside and pay into its Sewage Works
Sinking Fund a sufficient amount of the net revenues of the Sewage Works to meet (a) the interest
on all bonds payable from the revenues of the Sewage Works, as such interest shall fall due, (b) the
necessary fiscal agency charges for paying all bonds and interest, (c) the principal of all bonds
payable from the revenues of the Sewage Works, and (d) an additional amount as a margin of safety
to create the reserve required by the Ordinance.
The bonds of this issue maturing on or after January 1, 2010, are subject to
redemption prior to maturity, at the option of the City, in whole or in pan, on January 1, 2009, or at
any time thereafter, in inverse order of maturity and by lot within any such maturity or maturities by
the Registrar at a redemption price expressed as a percentage of the principal amount of each bond
to be redeemed in accordance with the following schedule, plus accrued interest to the date of
redemption:
Redemption Period
(Both Dates Inclusive)
Redemption Price
January 1, 2009, through December 31, 2009 102%
January 1, 2010, through December 31, 2010 101%
January 1, 2011, and thereafter prior to maturity 100%
Notice of any such redemption shall be sent by registered or certified mail to the Registered Owner
of this bond at least sixty (60) days prior to the date fixed for redemption, unless such notice is
waived by the Registered Owner. The notice shall specify the redemption price, the date and place
of redemption, and the registration numbers (and in case of partial redemption, the respective
principal amounts) of the bonds called for redemption. Interest on bonds so called for redemption
shall cease to accrue on the redemption date fixed in such notice, so long as sufficient funds are
available at the place of redemption to pay the redemption price on the redemption date or when
presented for payment.
If this bond or a portion hereof shall have become due and payable in accordance with
its terms or this bond or a portion hereof shall have been duly called for redemption or irrevocable
instructions to call this bond or a portion hereof for redemption shall be given and the whole amount
of the principal and the premium, if any, and interest, so due and payable upon this bond or such
portion hereof shall be paid, or (i) sufficient moneys, or (ii) direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by the United States of America,
-4-
117590.3
the principal of and the interest on which when due will provide sufficient moneys for such purpose,
® or (iii) time certificates of deposit of a bank or banks, fully secured as to both principal and interest
by obligations of the kind described in (ii) above, the principal of and interest on which when due
will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and
provision shall also be made for paying all fees and expenses for the redemption, then and in that
case this bond or such portion hereof shall no longer be deemed outstanding, entitled to the pledge
of the net revenues of the sewage works or an obligation of the City.
If this bond shall not be presented for payment or redemption on the date fixed
therefor, the City may deposit in trust with the Paying Agent an amount sufficient to pay such bond
or the redemption price, as appropriate, and thereafter the Registered Owner shall look only to the
funds so deposited in trust with the Paying Agent for payment, and the City shall have no further
obligation or liability with respect thereto.
Subject to the provisions of the Ordinance regarding the registration of such bonds,
this bond and all other bonds of this issue of which this bond is a part are fully negotiable
instruments under the laws of the State of Indiana This bond is transferable or exchangeable only
on the books of the City maintained for such purpose at the principal office of the Registrar, by the
Registered Owner hereof in person, or by his attorney duly authorized in writing, upon surrender of
this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly
executed by the Registered Owner or his 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
be executed and delivered in the name of the transferee or transferees or the Registered Owner, as
the case may be, in exchange therefor. This bond may be transferred or exchanged without cost to
the Registered Owner or his attorney duly authorized in writing, except for any tax or other
governmental charge which may be required to be paid with respect to such transfer or exchange.
The Registrar shall not be obligated to make any exchange or transfer of this bond (i) during the
fifteen (1 5) days immediately preceding an interest payment date on this bond or (ii) after the mailing
of any notice calling this bond for redemption. The City, 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 including for the purpose of receiving payment of, or on account of, the
principal hereof and the redemption premium, if any, and interest due hereon.
In the event this bond is mutilated, lost, stolen or destroyed, the City may cause to be
executed and the Registrar may authenticate a new bond of like date, maturity and denomination as
this bond, which new bond shall be marked in a manner to distinguish it from this bond; provided,
that in the case of this bond being mutilated, this bond shall fast be surrendered to the Registrar, and
in the case of this bond being lost, stolen or destroyed, there shall first be furnished to the Registrar
evidence of such loss, theft or destruction satisfactory to the City and to the Registrar, together with
indemnity satisfactory to them. In the event that this bond, being mutilated, lost, stolen or destroyed,
shall have matured or been called for redemption, instead of causing to be issued a duplicate bond
the Registrar may pay this bond upon surrender of this mutilated bond or upon satisfactory indemnity
117580.)
and proof of loss, theft or destruction in the event this bond is lost, stolen or destroyed. In such
® event, the City and the Registrar may charge the owner of this bond with their reasonable fees and
expenses in connection with the above. Every substitute bond issued by reason of this bond being
lost, stolen or destroyed shall, with respect to this bond, constitute a substitute contractual obligation
of the City, whether or not this bond, being lost, stolen or destroyed shall be found at any time, and
shall be entitled to all the benefits of the Ordinance, equally and proportionately with any and all
other bonds duly issued thereunder.
In the manner provided in the Ordinance, the Ordinance and the rights and obligations
of the City and the owners of the bonds of this issue authorized thereunder, including this bond, may
(with certain exceptions as stated in the Ordinance) be modified or amended with the consent of the
owners of at least seventy -five percent (75 %) in aggregate principal amount of such bonds exclusive
of any such bonds which may be owned by the City.
The Registered Owner of this bond, by the acceptance hereof, hereby agrees to all the
terms and provisions contained in the Ordinance.
The City, the Registrar and the Paying Agent may deem and treat the Registered
Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account
of principal hereof and the interest due hereon and for all other purposes, and none of the City, the
Registrar or the Paying Agent shall be affected by any notice to the contrary.
This bond shall not be valid or become obligatory for any purpose or entitled to any
security or benefit under the Ordinance herein described unless and until the certificate of
authentication hereon shall have been executed by a duly authorized representative of the Registrar.
The City hereby certifies, recites and declares that all acts, conditions and things
required to be done precedent to and in the preparation, execution, issuance and delivery of this bond
have been done and performed in regular and due form as required by law.
0 117590.3
IN WITNESS WHEREOF, the City of Greencastle, in Putnam County, State of
Indiana, has caused this bond to be executed in its corporate name and on its behalf by the manual
or facsimile signature of its Mayor, and its corporate seal to be hereunto affixed or impressed by any
means and attested by the manual or facsimile signature of its Clerk- Treasurer.
CITY OF GREENCASTLE, INDIANA
By:
Nancy Michael, Mayor
(Seal of the City)
ATTEST:
Pamela Jones, Clerk- Treasurer
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This bond is one of the City of Greencastle, Indiana. Sewage Works Revenue Bonds,
Series 1999, issued and delivered pursuant to the provisions of the within-mentioned Ordinance.
Clerk- Treasurer, as Registrar
By:
Pamela Jones, Clerk- Treasurer of the
City of Greencastle, Indiana
1 J
-7-
117580.3
ASSIGNMENT
® FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(insert name and address) the within bond
and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within bond on the books kept for the
registration thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears on the face of
the within bond in every particular, without alteration
or enlargement or any change whatsoever.
Signature Guarantee:
NOTICE: Signature(s) must
be guaranteed by an eligible
guarantor institution participating
® in a Security Transfer Association
recognized signature guarantee
program.
[End of Bond Form]
0 117580.3 8
C
E
APPENDIX B begins on the nest page
r
® DRAFT (10/ 8/97)
STATE OF INDIANA
WASTEWATER REVOLVING LOAN PROGRAi14
FINANCIAL ASSISTANCE AGREEMENT made as of this _ day of {DATE} by
and between the State of Indiana (the "State ") acting by and through the State Budget Agency
(the "Budget Agency ") and the {Qualified _ Entity} (the "Qualified Entity"), a political
subdivision as defined in I.C. 13 -11 -2 -164 and existing under I.C. {36-5}{36-9-25}{13 -
26}{14-33}, witnesseth:
WHEREAS, the State has had a longstanding commitment to fund water quality
projects for political subdivisions of the State; and
WHEREAS, the State's Wastewater Revolving Loan Program (the "SRF Program ")
has been established in accordance with the federal Clean Water Act and the regulations
promulgated thereunder, and pursuant to I.C. 13 -18 -13 (the "SRF Act "), which SRF Act also
establishes the wastewater revolving loan fund (the "SRF Fund "); and
WHEREAS, through the cooperation of federal, state and local governments, more
® than a billion dollars of water quality projects have been built in Indiana in the past two
decades; and
WHEREAS, hundreds of millions of dollars of additional water quality projects in
Indiana are critically needed, and the political subdivisions need -- and desire -- low -cost
financing therefor; and
WHEREAS, the State is authorized pursuant to the SRF Act to fund the SRF Program
with federal capitalization grants, together with required State matching funds, therefor; and
WHEREAS, the SRF Program is a critical source of low -cost financing for political
subdivisions' water quality projects; and
WHEREAS, the Indiana Bond Bank (the "Bond Bank ") has had a longstanding
commitment to finance water quality projects for qualified entities by issuing its bonds,
pursuant to I.C. 5 -1.5 (the "Bond Bank Act ") for the purpose of buying securities of such
qualified entities; and
WHEREAS, in keeping with its public purpose under the Bond Bank Act, the Bond
Bank intends to cooperate with the State in financing the SRF Program, including the
required State matching funds, and the political subdivisions' water quality projects and, to
® that end, the State intends to cooperate with the Bond Bank; and
1 The form of the Financial Assistance Agreement is drafted by S,Z
Program counsel prior to adoption of the local ordinance /resolution authorizing the
issuance of the sRF Participant's bonds. It must be attached to the
ordinance/ resolution in order to approve its form.
WHEREAS, to finance the SRF Program, including the required State matching
funds, the Bond Bank has previously and will issue from time to time one or more series of
its State Revolving Fund Program Bonds; and
WHEREAS, the Qualified Entity is a duly existing political subdivision of the State,
lawfully empowered to undertake all transactions and execute all documents mentioned or
contemplated herein; and
WHEREAS, the Qualified Entity has determined to undertake a'wastewater treatment
system project (as more fully described herein, the "Project ") and to borrow money from the
SRF Program to construct and acquire the Project; and
WHEREAS, the State and the Qualified Entity desire to set forth the terms of such
financial assistance as hereinafter provided.
NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
State and the Qualified Entity agree as follows:
ARTICLE I
DEFINITIONS
® Section 1.01 Definitions The following terms shall for, all purposes of this
Agreement, have the following meaning:
" Ai4encv " shall mean the United States Environmental Protection Agency or its
successor.
" Authorizing Instrument(s) shall mean the separate trust indenture(s) of the
Qualified Entity entered into with a corporate trustee or the detailed resolution(s) or
ordinance(s) of the governing body of the Qualified Entity pursuant to which the Bonds are
issued in accordance with State law.
" Authorized Representative shall mean the {Authorized_ Rep} of the Qualified
Entity or such other officer, official, or representative of the Qualified Entity duly authorized
to act for and on behalf of the Qualified Entity as provided for herein.
" Bond " or ' Bonds " shall mean the instrument(s) which evidence(s) the Loan, as
authorized by the Authorizing Instrument and containing the terms set forth in Section 2.02
of this Agreement.
"Bond Bank Bonds" shall mean any Indiana Bond Bank State Revolving Fund
Program Bonds issued as a part of the SRF Program.
Page 2
" Bond Fund shall mean the separate and segregated fund or account established and
created by the Political Subdivision pursuant to the Authorizing Instrument from which
payment of the principal of and interest on the Bonds is required to be made by the Qualified
Entity .
" Budget Agency shall mean the State Budget Agency created under I.C. 4- 12 -1 -3 or
its successor.
" Business Day shall mean any day other than a Saturday, Sunday or State legal
holiday or any other day on which financial institutions in the State are authorized by law to
close and to remain closed.
" Clean Water Act shall mean the Federal Water Pollution Control Act, 33 U.S.C.
§§ 1251 -1387, as amended and supplemented from time to time.
" Code " shall mean the Internal Revenue Code of 1986, as amended and supplemented
from time to time, together with the regulations related thereto.
{ " Commitment " shall mean the letter of the State, acting through the Budget Agency,
accepted by the Qualified Entity, pursuant to which a binding commitment to make a Loan to
the Qualified Entity for the Project was made.}
" Department " shall mean the Indiana Department of Environmental Management
created under I.C. 13- 13 -1 -1 or its successor.
" Disbursement Request shall mean a request for a disbursement of the Loan made
by an Authorized Representative in the form of Exhibit A to this Agreement, with
appropriate attachments, or in such other forms as the State may from time to time prescribe.
" Eligible Cost shall mean and include, whether incurred before or after the date of
this Agreement, all costs which have been incurred and quality for Financial Assistance,
including engineering, financing and legal costs related thereto.
" Facilities Plan shall mean the information submitted by the Qualified Entity that is
necessary for the Department to determine the technical, economic and environmental
adequacy of the proposed Project.
" Financial Assistance shall mean the financial assistance authorized by the Clean
Water Act, including the Loan.
" Loan " shall mean the purchase of the Bonds by the State to finance the planning,
designing, constructing, renovating, improving and expanding of the Qualified Entity's
Treatment Works or refinance an existing debt obligation where such debt was incurred and
building of such systems began after March 7, 1985, but does not mean the provision of
other Financial Assistance.
Page 3
® " Operation and Mai -!-trance shall mean the activities required to assure the
continuing dependable and economic function of the Treatment Works, including maintaining
compliance with National Pollutant Discharge Elimination System permits, as follows:
(1) Operation shall mean the control and management of the united
processes and equipment which make up the Treatment Works, including financial
and personnel management, records, reporting, laboratory control, process control,
safety and emergency operation planning and operating activities.
(2) Maintenance shall mean the preservation of the functional integrity and
efficiency of equipment and structures by maintaining systems of preventive and
corrective maintenance, including replacement.
" Plans and Specifications shall mean the detailed written descriptions of the work to
be done in undertaking and completing the Project, including the written descriptions of the
work to be performed and the drawings, cross - sections, profiles and the like which show the
location, dimensions and details of the work to be performed.
" Project " shall mean the activities or tasks identified and described in Exhibit B to
this Agreement, as amended or supplemented by the Qualified Entity and consented to by the
State, for which the Qualified Entity may expend the Loan.
® " Purchase Account shall mean the account by that name created by the SRF
Indenture and held as part of the SRF Fund.
" SRF Fund shall mean the wastewater revolving loan fund as established by I.C.
13- 18 -13 -2.
" SRF Indenture shall mean the State Revolving Loan Fund Trust Indenture, dated
as of January 1, 1993 between the State and the Trustee, as amended and supplemented from
time to time.
" SRF Proeram Director shall mean the person designated by the Department and
the Budget Agency as authorized to act as the SRF Program Director for purposes of this
Agreement.
" State " shall mean the State of Indiana, acting through the Department and the
Budget Agency.
" Substantial Completion of Construction shall mean the day on which the
Department determines that all but minor components of the Project have been built, all
equipment is operational and the Project is capable of functioning as designed.
" Treatment Works shall mean all, or any part of, the devices and systems for
®
storage, transport, treatment, recycling and reclamation of municipal sewage, domestic
sewage or liquid industrial wastes, or necessary to recycle or reuse water at the most
Page 4
economical cost over the life of the wastewater treatment system, including one or more of
the following:
(1) Intercepting sewers, outfall sewers, sewage collection systems,
individual systems, pumping, power and other equipment and their appurtenances.
(2) Extensions, improvements, remodeling, additions and alterations
thereof.
(3) Elements essential to provide a reliable recycled supply such as standby
treatment units and clear well facilities.
(4) Any part of the wastewater treatment system including the land which
will be an integral part of the treatment process or is used for ultimate disposal of
residue resulting from such treatment, including land used for (i) composting sludge,
(ii) temporary storage of such sludge and (iii) the storage of treated wastewater in
land treatment systems before land application.
(5) Any other method or system for preventing, abating, reducing, storing,
treating, separating or disposing of municipal or industrial waste, including waste in
combined storm water and sanitary sewer systems.
Is " Trustee " shall mean NBD Bank, N.A., Indianapolis, Indiana, in its capacity as
trustee or its successor under the SRF Indenture.
(End of Article I)
Page 5
" A R T I C L E I I
P U R P O S E O F B O R R O W I N G A N D
L O A N T E R M S
S e c t i o n 2 . 0 1 A m o u n t : P u r p o s e . T h e S t a t e a g r e e s t o L o a n a n a m o u n t n o t t o e x c e e d
{ L o a n _ A m o u n t } D o l l a r s ( $ { L o a n A m o u n t ) ) i n a g g r e g a t e p r i n c i p a l a m o u n t t o t h e Q u a l i f i e d
E n t i t y a s F i n a n c i a l A s s i s t a n c e t o p a y f o r t h e E l i g i b l e C o s t s , a s h e r e i n a f t e r d e s c r i b e d , o f t h e
P r o j e c t o n , a n d s u b j e c t t o , t h e t e r m s a n d c o n d i t i o n s c o n t a i n e d h e r e i n . T h e L o a n s h a l l b e
u s e d o n l y t o p a y t h e f o l l o w i n g E l i g i b l e C o s t s : ( a ) e l i g i b l e p l a n n i n g s e r v i c e s f o r t h e
p r o d u c t i o n o f a F a c i l i t i e s P l a n ( " P l a n n i n g " ) , ( b ) e l i g i b l e d e s i g n s e r v i c e s f o r t h e p r o d u c t i o n o f
P l a n s a n d S p e c i f i c a t i o n s ( " D e s i g n " ) a n d ( c ) e l i g i b l e c o n s t r u c t i o n c o s t s , i n c l u d i n g f i n a n c i n g
a n d l e g a l c o s t s ( " C o n s t r u c t i o n " ) . T h e L o a n s h a l l b e f u n d e d s o l e l y f r o m a v a i l a b l e p r o c e e d s o f
t h e B o n d B a n k B o n d s c o n t a i n e d i n t h e P u r c h a s e A c c o u n t o r f r o m o t h e r s o u r c e s t h e S t a t e , i n
i t s s o l e d i s c r e t i o n , m a y d e s i g n a t e . T h e L o a n i s e v i d e n c e d b y t h e B o n d s e x e c u t e d a n d
d e l i v e r e d b y t h e Q u a l i f i e d E n t i t y c o n t e m p o r a n e o u s l y h e r e w i t h . T h e B o n d s s h a l l b e i n f u l l y
r e g i s t e r e d f o r m , w i t h t h e B o n d B a n k r e g i s t e r e d a s t h e r e g i s t e r e d o w n e r . P u r s u a n t t o c e r t a i n
a g r e e m e n t s b e t w e e n t h e S t a t e a n d t h e B o n d B a n k , s o l o n g a s t h e B o n d B a n k i s t h e r e g i s t e r e d
o w n e r , t h e p r i n c i p a l o f a n d r e d e m p t i o n p r e m i u m , i f a n y , a n d i n t e r e s t o n t h e B o n d s s h a l l b e
p a i d t o t h e T r u s t e e b y a w i r e t r a n s f e r r e f e r e n c e d a s f o l l o w s : N B D B a n k , N . A . , I n d i a n a p o l i s ,
I n d i a n a / C o r p o r a t e T r u s t ; A B A N o . 0 7 4 0 0 0 0 5 2 ; C o n t a c t : R o b e r t J . K o c h e r ; A c c o u n t N o .
2 4 8 3 4 . T h e Q u a l i f i e d E n t i t y a g r e e s t o u n d e r t a k e a n d c o m p l e t e t h e P r o j e c t a n d t o r e c e i v e a n d
O e x p e n d t h e L o a n p r o c e e d s i n a c c o r d a n c e w i t h t h i s A g r e e m e n t .
S e c t i o n 2 . 0 2 T h e B o n d s
( a ) T h e B o n d s w i l l { b e a r i n t e r e s t a t t h e p e r a n n u m r a t e o f t h r e e a n d n i n e t e n t h s
p e r c e n t ( 3 . 9 % ) { n o t b e a r i n t e r e s t f o r t h e o n e y e a r p e r i o d f r o m t h e d a t e o f t h i s A g r e e m e n t a n d
t h e r e a f t e r w i l l b e a r i n t e r e s t a t t h e p e r a n n u m r a t e o f t h r e e a n d f i v e t e n t h s p e r c e n t
( 3 . 5 % ) } { n o t b e a r i n t e r e s t f o r t h e t w o y e a r p e r i o d f r o m t h e d a t e o f t h i s A g r e e m e n t a n d
t h e r e a f t e r w i l l b e a r i n t e r e s t a t t h e p e r a n n u m r a t e o f t w o a n d n i n e t e n t h s p e r c e n t ( 2 . 9 % ) }
( c a l c u l a t e d o n t h e b a s i s o f a 3 6 0 - d a y y e a r c o m p r i s e d o f t w e l v e 3 0 - d a y m o n t h s ) u n t i l p a i d , a s
p r o v i d e d i n I . C . 1 3 - 1 8 - 1 3 - 1 0 a n d - 1 5 . I n t e r e s t , i f a n y , o n t h e B o n d s w i l l b e p a y a b l e o n
{ I n t e r e s t _ P a y m e n t _ D a t e s } o f e a c h y e a r , c o m m e n c i n g { F i r s t } . T h e B o n d s w i l l
b e i n t h e a g g r e g a t e p r i n c i p a l a m o u n t o f { L o a n _ A m o u n t } D o l l a r s ( $ { L o a a _ A m o u a t ) ) . S u b j e c t
t o S e c t i o n 2 . 0 5 h e r e i n , t h e B o n d s w i l l m a t u r e o n { P r i n c i p a l _ P a y m e n t _ D a t e s } o f e a c h o f t h e
y e a r s s e t f o r t h i n , a n d a t t h e p r i n c i p a l a m o u n t s e t o p p o s i t e e a c h s u c h m o n t h a n d y e a r s e t
f o r t h i n , t h e s c h e d u l e c o n t a i n e d i n E x h i b i t C t o t h i s A g r e e m e n t ; p r o v i d e d , h o w e v e r ,
n o t w i t h s t a n d i n g t h e f o r e g o i n g o r t h e t e r m s o f t h e B o n d s t o t h e c o n t r a r y , n o m a t u r i t y o f
B o n d s s h a l l e x t e n d b e y o n d t h e d a t e w h i c h i s t w e n t y ( 2 0 ) y e a r s a f t e r S u b s t a n t i a l C o m p l e t i o n
o f C o n s t r u c t i o n . I f t h e m a t u r i t y d a t e f o r a n y B o n d s i s b e y o n d s u c h d a t e , u n l e s s o t h e r w i s e
a g r e e d t o , s u c h B o n d s , t o g e t h e r w i t h a c c r u e d a n d u n p a i d i n t e r e s t t h e r e o n , w i l l b e d u e a n d
p a y a b l e o n s u c h d a t e .
� ( b ) T h e B o n d s w i l l b e s u b j e c t t o r e d e m p t i o n b y t h e Q u a l i f i e d E n t i t y a s p r o v i d e d i n
t h e A u t h o r i z i n g I n s t r u m e n t .
P a g e 6
® (c) The form and other terms of the Bonds will be in conformity with the
Authorizing Instrument.
Section 2.03 Disbursement Conditions Each of the following shall be a condition
precedent to the disbursement of the Loan or any portion thereof:
(a) (1) With respect to procurement of professional services related to the
Project to be paid from Loan proceeds, the Qualified Entity shall have complied with
327 I.A.C. 13 -I1 -1. (2) With respect to procurement of all other goods and services
related to the Project to be paid from Loan proceeds, the Qualified Entity shall have
complied with I.C. 36 -1 -12.
(b) No representation, warranty or covenant of the Qualified Entity contained
in this Agreement or in any paper executed and delivered is connection with the
transactions contemplated by this Agreement shall be false or inaccurate in any
material respect.
(c) The Qualified Entity shall undertake and faithfully perform each of its
obligations, agreements and covenants contained in this Agreement, the Authorizing
Instrument and the Bonds.
® (d) There shall be available to the State uncommitted funds in an amount
sufficient to satisfy the State's obligations hereunder from the proceeds of Bond Bank
Bonds in the Purchase Account.
(e) The Qualified Entity shall have undertaken all actions necessary to comely
with and satisfied the conditions and requirements for a Loan secured with money
made available from the SRF Fund as set forth in federal and State statutes, rules and
regulations, including I.C. 13- 18 -13, 327 I.A.C. 13, the Clean Water Act and 40
C.F.R. Part 35.
Section 2.04 Disbursement Procedures Loan proceeds shall be disbursed to the
Qualified Entity by the Trustee for actual Eligible Costs incurred with respect to the Project.
The State may, in its discretion, cause Loan disbursements to be made (a) directly to the
person or entity identified in the Disbursement Request to whom payment is due, or (b) if
advised in writing by the Qualified Entity that I.C. 36- 1 -12 -14 or a similar law applies to the
Project, to Qualified Entity for purposes of collecting retainage, or some combination
thereof. Any Loan proceeds in excess of the amount subject to retainage controlled by the
Qualified Entity will be immediately remitted to the person or entity to whom payment is
due, no later than three (3) Business Days after receipt or the date such Loan proceeds are no
longer subject to retainage. Loan disbursements shall not be made more frequently than
monthly and shall only be made following the submission of a Disbursement Request to the
State. Disbursement Requests shall be approved by the Department and the SRF Program
®
Director prior to submission to the Trustee for a Loan disbursement. Disbursement Requests
shall be numbered sequentially, beginning with the number 1.
Pa 7
it
Section 2.05 Effect of Disbursements Loan disbursements made to or for the
® benefit of the Qualified Entity shall be deemed to be a purchase of the Bonds {in order of
maturity. } {in such amounts and with such maturities as achieves as level debt service as
practicable, and with no maturity longer than the original maturity schedule; provided that
any principal payments originally scheduled under Section 2.02 herein as being due prior to
one year after Substantial Completion of Construction shall first be deemed to be a purchase
of the Bonds in order of maturity.} Interest on the Loan commences on the day that the
State approves a Disbursement Request and forwards such Disbursement Request to the
Trustee for payment. In the event any Loan disbursement is made in excess of Eligible
Costs, such excess disbursements shall be immediately paid by the Qualified Entity to the
Trustee and may, subject to the terms and conditions set forth in this Agreement, be
borrowed by the Qualified Entity.
Section 2.06 Acknowledgment of Amount of Loan: Final Disbursement Within
30 days after any request by the State from time to time, the Qualified Entity shall execute
and deliver to the State an acknowledgment in the form prescribed by the State which
acknowledges the outstanding principal of and interest on the Bonds. Unless the State
consents in writing, no Loan disbursement shall be made more than one year after Substantial
Completion of Construction. After Substantial Completion of Construction, upon the request
of the State, the Qualified Entity shall replace, at its expense, the Bonds with substitutes
issued pursuant to the Authorizing Instrument to evidence the outstanding principal under the
Loan.
• (End of Article II)
E
Page 8
ARTICLE III
® REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE QUALIFIED ENTITY
Section 3.01 Planning, Design and Construction Covenants The Qualified Entity
hereby covenants and agrees with the State that the Qualified Entity will:
(a) Provide information as requested by the State to determine the need for,
or to complete any necessary, environmental review or analysis.
(b) Comply with the procurement procedures and affirmative action
requirements contained in 327 I.A.C. 13 -11 in the Planning, Design and Construction
of the Project to the extent that such are to be paid from Loan proceeds.
(c) With respect to prime and first tier contract awards, report minority and
women business enterprise utilization in the Planning, Design and Construction of the
Project, to the extent that such are to be paid from Loan proceeds, by executing and
delivering Agency Form SF 334 to the Department whenever any agreements or
subagreements are awarded. (These reports must be submitted by the 15th day of
each January, April, July and October after which such agreement or subagreement is
awarded).
® (d) Prior to the submission to the Department of the Design of the Project,
receive the written approval of the Department as to the Facilities Plan.
(e) Comply with all applicable federal, State and local statutes, rules and
regulations relating to the acquisition and construction of the Treatment Works.
(f) In the event Construction is to be paid from Loan proceeds, prior to
advertising for Construction bids for the Project, receive the written approval of the
Department of the Plans and Specifications.
(g) Obtain the property rights necessary to construct the Treatment Works
and, in procuring any such rights comply with federal and State law.
(h) In the event Construction is to be paid from Loan proceeds, comply with
the federal Davis -Bacon Act, codified at 40 U.S.C. 276a- 276a -5.
(i) . In the event Construction is to be paid from Loan proceeds, execute and
deliver to the Department Agency Form 4700 -4 ( "Pre -award Compliance Review
Report for Wastewater Treatment Construction Grants ") and' Agency Form 5700 -49
( "Certification Regarding the Debarment, Suspension, and Other Responsibility
Matters ").
11
Page 9
0) In the event Construction is to be paid from Loan proceeds, follow
® guidance issued by the Department in procuring contracts for Construction, including
(1) submission to the Department of Project change orders, (2) obtaining approval
from the SRF Program Director of any Project change order which significantly
changes the scope or Design of the Project or, when taking into account other change
orders and contracts, are reasonably expected to result in expenditures in an amount
greater than the Loan, (3) receiving approval from the SRF Program Director prior to
the award of any contract for Construction and (4) receiving authorization from the
SRF Program Director prior to initiating procurement of construction of the Project.
(k) In the event Construction is to be paid from Loan proceeds, before
awarding Construction contracts, receive approval of the SRF Program Director for
the sewer charge system (including sewer use ordinance and any interlocal agreement)
associated with the Project.
(1) In the event Construction is to be paid from Loan proceeds, cause the
Project to be constructed in accordance with the Plans and Specifications, using
approved contract papers.
(m) Permit the State and its agents to inspect from time to time (1) the
Project, (2) the Treatment Works and (3) the books and other financial records of the
Treatment Works, including the inspections described in 327 I.A.C. 13 -12 -7 and 327
I.A.C. 13 -15 -1. Construction contracts shall provide that the State or its agents will
®
have access to the Project and the work related thereto and that the Qualified Entity's
contractor will provide proper facilities for such access and inspection. All flies and
records pertaining to the Project shall be retained by the Qualified Entity for at least
six years after Substantial Completion of Construction.
(n) Upon Substantial Completion of Construction and when requested by the
State, provide audited reports to the State to permit the State to determine that the
Loan proceeds have been used in compliance with this Agreement.
(o) In the event Construction is to be paid from Loan proceeds, within one
year of Substantial Completion of Construction, certify to the State that the Project
meets performance standards, or if not met, (1) submit to the Department a corrective
action plan, including the information described in 327 I.A.C. 13 -12 -9 and (2)
promptly and diligently undertake any corrective action necessary to bring the Project
into compliance with such standards.
(p) In the event Construction is to be paid from Loan proceeds, within one
year of Substantial Completion of Construction, provide as -built plans for the Project
to the Department.
Section 3.02 General Covenants The Qualified Entity hereby covenants and
agrees with the State that the Qualified Entity will:
Page 10
(a) Comply with all applicable federal, State and local statutes, rules and
regulations relating to Operation and Maintenance.
(b) (1) Own, operate and maintain the Project and the Treatment Works for
their useful life, or cause them to be operated and maintained for their useful life; (2)
at all times maintain the Treatment Works in good condition and operate it in an
efficient manner and at a reasonable cost; and (3) not sell, transfer, lease or otherwise
encumber the Treatment Works or any portion thereof or any interest therein without
the prior written consent of the State.
(c) Obtain and maintain the property rights necessary to operate and maintain
the Treatment Works, and in procuring any such rights, comply with federal and State
law.
(d) Acquire and maintain insurance coverage acceptable to the State, including
fidelity bonds, to protect the Treatment Works and its operations. All insurance shall
be placed with responsible insurance companies qualified to do business under State
law. Insurance proceeds and condemnation awards shall be used to replace or repair
the Treatment Works unless the State consents to a different use of such proceeds or
awards.
(e) 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 Treatment Works in accordance with (1) generally accepted governmental
accounting principles, as promulgated by the Government Accounting Standards
Board and (2) the rules, regulations and guidance of the State Board of Accounts.
(f) Provide to the State such periodic financial and environmental reports as it
may request from time to time, including (1) annual operating and capital budgets and
(2) such other information requested or required of the State or the Qualified Entity
by the Agency.
(g) Provide notice to the Department under the circumstances contemplated,
and undertake inspections as required, by 327 I.A.C. 13 -12 -7.
(h) (1) Establish and maintain just and equitable rates and charges for the use
of and the service rendered by the Treatment Works, to be paid by the owner of each
and every lot, parcel of real estate or building that is connected with and uses the
Treatment Works, or that in any way uses or is served by the Treatment Works, (2)
establish, adjust and maintain rates and charges at a level adequate to produce and
maintain sufficient revenue (including user and other charges, fees, income or
revenues available to the Qualified Entity) to provide for the proper Operation and
Maintenance of the Treatment Works, to comply with and satisfy all covenants
contained herein and to pay all obligations of the Treatment Works and of the
Qualified Entity with respect thereto, and (3) if and to the extent Bonds are payable
from property taxes, levy each year a special ad valorem tax upon all property located
Page 11
in the boundaries of the Qualified Entity, to pay all obligations of the Qualified Entity
® with respect thereto.
(i) Establish rates and charges in a manner which reflects a customer's fair
share of the Treatment Works' capital cost and a customer's. proportionate share of
Operation and Maintenance. The fair share of the Treatment Works' capital costs
shall be determined by the Qualified Entity. The proportionate share of Operation
and Maintenance shall be based on the actual (or estimated) wastewater flow and
loading contributed by a customer in relation to the total wastewater flow and loading
contributed by all customers.
() If the Bonds are payable from the revenues of the Treatment Works, not
borrow any money, enter into any contract or agreement or incur any other liabilities
in connection with the Treatment Works without the prior written consent of the State
if such undertaking would involve, commit or use the revenues of the Treatment
Works; provided that the Qualified Entity may authorize and issue additional
obligations, payable out of the revenues of its Treatment Works, ranking on a parity
with the Bonds for the purpose of financing the cost of future additions, extensions
and improvements to the Treatment Works, or to refund obligations of the Treatment
Works, subject to the conditions, if any, in the Authorizing Instrument.
(k) Comply with the Civil Rights Act of 1964, as amended, 42 U.S.C.
® § 2000d et sea., the Age Discrimination Act, as amended, Public Law 94 -135,
Section 504 of the Rehabilitation Act of 1973, as amended (including Executive
Orders 11914 and 11250), 29 U.S.C. § 794, Section 13 of the Federal Water
Pollution Control Act Amendments of 1972, Public Law 92 -500, Executive Order
11246 regarding equal employment opportunity, and Executive Orders 11625 and
12138.
(1) Undertake all actions necessary to investigate all potential, material claims
which the Qualified Entity may have against other persons with respect to the
Treatment Works and the Project and take whatever action is necessary or appropriate
to (1) recover on any actionable, material claims related to the Project or the
Planning, Design or Construction thereof, (2) meet applicable Project performance
standards and (3) otherwise operate the Treatment Works in accordance with
applicable federal, State and local law.
(m) Not modify, alter, amend, add to or rescind any provision of the
Authorizing Instrument without the prior written consent of the State.
Section 3.03 Representations and Warranties of the Qualified Entiy After due
investigation and inquiry, the Qualified Entity hereby represents and warrants to the State
that:
® (a) The Qualified Entity is duly organized and existing under state law, and
constitutes a "political subdivision" within the meaning of I.C. 13 -11 -2 -164. The
Page 12
Project and the Treatment Works are subject to I.C. (36-9-23)(36-9-25}(13- 26 )(14-
33 }.
(b) The Qualified Entity has full power and authority to adopt the Authorizing
Instrument, enter into this Agreement and issue the Bonds and perform its obligations
hereunder and thereunder.
(c) By all required action, the Qualified Entity has duly adopted the
Authorizing Instrument and authorized the execution and delivery of this Agreement,
the Bonds and all other papers delivered in connection herewith.
(d) Neither the execution of, nor the consummation of the transaction
contemplated by, this Agreement nor the compliance with the terms and conditions of
any other paper referred to herein, shall conflict with, result in a breach of or
constitute a default under, any indenture, mortgage, lease, agreement or instrument to
which the Qualified Entity is a party or by which the Qualified Entity or its property,
including the Treatment Works, is bound or any law, regulation, order, writ,
injunction or decree of any court or governmental agency or instrumentality having
jurisdiction.
(e) There is no litigation pending or, to the knowledge of the Qualified Entity,
upon investigation, threatened that (1) challenges or questions the validity or binding
® effect of this Agreement, the Authorizing Instrument or the Bonds or the authority or
ability of the Qualified Entity to execute and deliver this Agreement or the Bonds and
perform its obligations hereunder or thereunder or (2) would, if adversely determined,
have a significant adverse effect on the ability of the Qualified Entity to meet its
obligations under this Agreement, the Authorizing Instrument or the Bonds.
(f) The Qualified Entity has not at any time failed to pay whey due interest or
principal on, and it is not now in default under, any warrant or other evidence of
obligation or indebtedness of the Qualified Entity.
(g) All information furnished by the Qualified Entity to the State or any of the
persons representing the State in connection with the Loan or the Project is accurate
and complete in all material respects.
(h) The Qualified Entity has taken or will take all proceedings required by
law to enable it to issue and sell the Bonds as contemplated by this Agreement.
Each of the foregoing representations and warranties will be deemed to have been
made by the Qualified Entity as of the date of this Agreement and as of the date of any
disbursement of Loan proceeds. Each of the foregoing representations and warranties shall
survive the Loan disbursements regardless of any investigation or investigations the State
may have undertaken.
]
Page 13
Section 3.04 Covenants Regarding Assignment The Qualified Entity
acknowledges that the State may direct the Bond Bank to sell or assign the Bonds, and
certain of its rights related thereto, as permitted pursuant to Section 5.02 herein. The
Qualified Entity covenants and agrees to cooperate with and assist in, at its expense, any
such assignment. Within 30 days following a request by the State, the Qualified Entity
covenants and agrees with the State that the Qualified Entity will, at its expense, furnish any
information, financial or otherwise, with respect the Qualified Entity, this Agreement, the
Authorizing Instrument and the Bonds and the Treatment Works as the State reasonably
requests in writing to facilitate the sale or assignment of the Bonds.
Section 3.05 Nature of Information All information furnished by the Qualified
Entity to the State or any person representing the State in connection with the Loan or the
Project may be furnished to any other person the State, in its judgment, deems necessary or
desirable in its operation and administration of the SRF Program.
Section 3.06 Tax Covenants The Qualified Entity hereby covenants that it will not
take, or cause or permit to be taken by it or by any party under its control, or fail to take or
cause to permit to be taken by it or by any party under its control, any action that would
result in the loss of the exclusion from gross income for federal income tax purposes of
interest on the Bonds pursuant to Section 103 of the Code. The Qualified Entity further
covenants that it will not do any act or thing that would cause the Bonds to be "private
activity bonds" within the meaning of Section 141 of the Code or "arbitrage bonds" within
the meaning of Section 148 of the Code. In furtherance and not in limitation of the
foregoing, the Qualified Entity shall take all action necessary and appropriate to comply with
the arbitrage rebate requirements under Section 148 of the Code to the extent applicable to
the Qualified Entity or the Bonds, including accounting for and making provision for the
payment of any and all amounts that may be required to be paid to the United States of
America from time to time pursuant to Section 148 of the Code.
Section 3.07 Non - Discrimination Covenant Pursuant to and with the force and
effect set forth in I.C. 22- 9 -1 -10, the Qualified Entity hereby covenants that the Qualified
Entity, and its contractor and subcontractor for the Project, shall not discriminate against any
employee or applicant for employment, to be employed in the performance of this
Agreement, with respect to the hire, tenure, terms, conditions or privileges of employment,
or any matter directly or indirectly related to employment, because of race, color, religion,
sex, disability, national origin or ancestry.
Section 3.08 Drug -Free Workplace Covenant The Qualified Entity hereby
covenants that to make a good faith effort to provide and maintain during the term of this
Agreement, a drug -free workplace, and that it will give notice to the Budget Agency and the
Indiana Department of Administration within ten days after receiving actual notice that an
employee of the Qualified Entity has been convicted of a criminal drug violation occurring in
the Qualified Entity's workplace.
(End of Article III)
Page 14
ARTICLE IV
® DEFAULTS
Section 4.01 Remedies The State's obligation to make a disbursement under the
Loan to the Qualified Entity hereunder may be terminated at the option of the State, without
giving any prior notice to the Qualified Entity, in the event: (a) the Qualified Entity fails to
undertake or perform in a timely manner any of its agreements, covenants, terms or
conditions set forth herein or in any paper entered into or delivered in connection herewith;
or (b) any representation or warranty made by the Qualified Entity as set forth herein or in
any paper entered into or delivered in connection herewith is materially false or misleading.
Any such event shall constitute an event of default. If an event of default occurs, the State
without giving any prior notice, may declare the entire outstanding principal amount of the
Loan, together with accrued interest thereon, immediately due and payable.
Section 4.02 Effect of Default Failure on the part of the State in any instance or
under any circumstance to observe or perform fully any obligation assumed by or imposed
upon the State by this Agreement or by law shall not make the State liable in damages to the
Qualified Entity or relieve the Qualified Entity from paying any Bond or fully performing
any other obligation required of it under this Agreement or the Authorizing Instrument;
provided, however, that the Qualified Entity may have and pursue any and all other remedies
provided by law for compelling performance by the State of such obligation assumed by or
imposed upon the State. The obligations of the State hereunder do not create a debt or a
liability of the State under the constitution of the State or a pledge of the faith or credit of the
State and do not directly, indirectly or contingently, obligate the State to levy any form of
taxation for the payment thereof or to make any appropriation for their payment. Neither the
State nor any agent, attorney, member or employee of the State shall in any event be liable
for damages, if any, for the nonperformance of any obligation or agreement of any kind
whatsoever set forth in this Agreement.
(End of Article IV)
E
Page 15
ARTICLE V
® MISCELLANEOUS
Section 5.01 Citations Any reference to a part, provision, section or other
reference description of a federal or State statute, rule or regulation contained herein shall
include any amendments, replacements or supplements to such statutes, rules or regulation as
may be made effective from time to time.
Section 5.02 Assignment Neither this Agreement, nor the Loan or the proceeds
thereof may be assigned by the Qualified Entity without the prior written consent of the State
and any attempt at such an assignment without such consent shall be void. The State may at
its option sell or assign all or a portion of its rights and obligations under this Agreement,
the Authorizing Instrument, and the Bonds to an agency of the State or to a separate body
corporate and politic of the State or to a trustee under trust instrument to which the State or
any assignee is a beneficiary or parry. The State may at its option assign all or a portion of
its rights under this Agreement to any person. The Qualified Entity hereby consents to any
such assignment by the State. This Agreement shall be binding upon and inure to the benefit
of any permitted successor and assign.
Section 5.03 No Waiver Neither the failure of the State nor the delay of the State
to exercise any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege preclude any
other further exercise of any other right, power or privilege.
Section 5.04 Modifications No change or modification of this Agreement shall be
valid unless the same is in writing and signed by the parties hereto.
Section 5.05 Entire Agreement This Agreement contains the entire agreement
between the parties hereto and there are no promises, agreements, conditions, undertakings,
warranties and representations, either written or oral, expressed or implied between the
parties hereto other than as herein set forth or as may be made in the Authorizing Instrument
and the other papers delivered in connection herewith. In the event there is a conflict
between the terms of this Agreement and the Authorizing Instrument, the terms of this
Agreement shall control. It is expressly understood and agreed that except as otherwise
provided herein this Agreement represents an integration of any and all prior and
contemporaneous promises, agreements, conditions, undertakings, warranties and
representations between the parties hereto.{ The Commitment shall be deemed merged herein
and of no further force or effect.}
Section 5.06 Execution of Counterparts This Agreement may be executed in any
number of counterparts, each of which shall be executed by the State and the Qualified
Entity, and all of which shall be regarded for all purposes as one original and shall constitute
one and the same instrument.
Page 16
Section 5.07 Severabilitv of Invalid Provisions If any one or more of the
covenants or agreements provided in this Agreement on the part of the State or the Qualified
Entity to be performed shall be deemed by a court of competent jurisdiction to be contrary to
law or cause the Bonds to be invalid as determined by a court of competent jurisdiction, then
such covenant or covenants or agreement or agreements shall be deemed severable from the
remaining covenants and agreements and waived and shall in no way affect the validity of the
other provisions of this Agreement.
Section 5.08 Notices All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally or sent or transmitted to the
appropriate destination as set forth below in the manner provided for herein. Notice to the
State shall be given by providing such notice to both the Budget Agency and the Department
as follows:
State of Indiana
Department of Environmental Management
100 North Senate, 12th Floor
Post Office Box 6015
Indianapolis, Indiana 46206 -6015
Attention: SRF Program Director
State of Indiana
® State Budget Agency
212 State House
Indianapolis, Indiana 46204
Attention: SRF Program Representative
or at such other address(es) or number(s) and to the attention of such other person(s) as the
State may designate by notice to the Qualified Entity. Notices to the Qualified entity shall be
addressed to:
(Qualified Entity}
(Qualified Entity_Addressl)
(Qualified Entity_Address2}
(City), Indiana (Zip_Code)
Attention: (Authorized_Rep)
or at such other address(es) or number(s) and to the attention of such other person(s) as the
Qualified Entity may designate by notice to the State. Any notice hereunder shall be deemed
to have been served or given as of (a) the date such notice is personally delivered, (b) three
(3) Business Days after it is mailed U.S. mail, First Class postage prepaid, (c) one (1)
Business Day after it is sent on such terms by Federal Express or similar next -day courier,
or (d) the same day as it is sent by facsimile transmission with telephonic confirmation of
receipt by the person to whom it is sent.
Page 17
® Section 5.0 9 . Expenses The Qualified Entity covenants and agrees to pay (a) the
fees, costs and expenses in connection with making the Loan, including issuing the Bonds
and providing the necessary certificates, documents and opinions required to be delivered
therewith; (b) the fees, costs and expenses in connection with making and administering the
Loan; (c) the costs and expenses of complying with its covenants made herein; and (d) any
and all costs and expenses, including attorneys' fees, incurred by the State in connection with
the enforcement of this Agreement, the Authorizing Instrument and the Bonds in the event of
the breach by the Qualified Entity of or a default under this Agreement, the Authorizing
Instrument or the Bonds. Notwithstanding clause (b) above, the Qualified Entity shall not be
obligated to pay any of the fees, costs and expenses in connection with administering the
Loan except as follows: (1) the State may request and the Qualified Entity shall promptly
pay, an annual administrative fee in connection with the Loan in an amount determined by
the State, but not exceeding $1,000; (2) for so long as the State or the Bond Bank is the
registered owner of the Bonds, at the direction of the State, the interest rate on the Bonds
may be adjusted to lower the interest rate on the Bonds, and the difference between the
amount payable as the original rate on the Bonds and the lower rate shall be deemed an
additional administrative fee in connection with the SRF Program; and (3) the Qualified
Entity shall only be obligated to pay fees, costs and expenses of the State's counsel and
financial advisers in connection with making the Loan up to $5,000.
Section 5.10 Applicable Law This Agreement shall be construed in accordance
with and governed by the laws of the State of Indiana.
® Section 5.11 Term This Agreement shall terminate at such time as the Qualified
Entity has fully met and discharged all of its obligations hereunder, which term may extend
beyond the frnal payment of the Bonds or provision for the payment of the Bonds pursuant to
the Authorizing Instrument.
(End of Article V)
11
Page 18
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers or officials, all as of the date first above written.
{Qualified_Entity}
"Qualified Entity"
L- I n
Printed:
Attest:
E
Page 19
STATE BUDGET AGENCY
Approved:
Approved as to form and legality:
By:
Peggy Boehm, State Budget-Director
"Budget Agency"
DEPARTMENT OF ADMINISTRATION
e
Betty Cockrum, Commissioner
ATTORNEY GENERAL OF THE STATE OF
INDIANA
e
Page 20
EXHIBIT A
State of Indiana
STATE WASTEWATER REVOLVING LOAN (SRF) PROGRAM
Indiana Government Center North
100 N. Senate Avenue, 12th Floor
P. 0. Box 6015
Indianapolis, Indiana 46206 -6015
(317) 232 -8631
REQUEST FOR A DISBURSEMENT
The undersigned Authorized Representative of the Qualified Entity named in this
Request, on behalf of such Qualified Entity, hereby (i) requests that the State make a
Disbursement, or cause a Disbursement to be made, in accordance with this Request and (ii)
directs that the State mail, or cause to be mailed, the Disbursement to the Qualified Entity or
the Contractor named in this Request.
Instructions
1. This Request is applicable only to costs of the Qualified Entity's wastewater
treatment works project eligible for financing from the State Wastewater Revolving Loan
Fund (the 'SRF ").
2. Combine multiple bills from a single contractor on one request form.
3. Attach a copy of the claim (a bill, an invoice or a statement) underlying this
Request.
4. Complete the required information and please answer all questions.
5. Indicate on this Request if the Qualified Entity has paid all or part of the
Contractor's claim and is seeking reimbursement. Attach evidence that such payment was
made and the date on which it was made.
6. Inquires related to the status of a Disbursement request must be directed to the
Qualified Entity. The Qualified Entity can then contact this office for the information.
Please contact your contractors about this policy.
7. Requested amounts must be rounded to the nearest whole dollar.
8. The Request must be typed.
1
DISBURSEMENT RFOMT INFORMATION
0 Community:
Mailing Address:
Contact Person:
Community's Authorized Representative:
Authorized Representative's Phone No.:
Project No.: CS
Request No.:
Contact Phone No.: (
Description of Work for which claim is being made (service, fees, type of, etc.):
Contractor Address Amount Requested
S
Original Loan Amount .................................... ............................... S
Total Amount of Previous Disbursements ............. ............................... $
Amount of this Request .................................. ...............................
Balance Available after this Disbursement ............ ............................... S
Is a portion of the claim underlying this Request subject to retainage under I.C. 36- 1 -12 -14
or a similar law? YES _ NO
If yes the retainage amount is ........................... ............................... $
This amount will be mailed to the community for such retainage purposes and the
remainder sent directly to the contractor identified above.
Has the Qualified Entity paid the request and seeking reimbursement? YES _ NO
The undersigned hereby certifies that this Request is true and correct, that the claim
underlying this Request is legally due (and is payable from the SRF) in accordance with the
Financial Assistance Agreement with the State.
DATE:
AUTHORIZED REPRESENTA
SIGNATURE
2
STATE AUTHORIZATION
The Department of Environmental Management finds S of the claim underlying
this Request to be eligible SRF Costs to be disbursed as directed below.
The Program Representative hereby (i) authorizes NBD Bank, N.A., as trustee, to disburse
the amount stated in the preceding sentence and (ii) directs that such amount be mailed to:
$ the Contractor at the address identified on page 2.
$ the Qualified Entity at the address identified on page 2.
DEPARTMENT OF ENVIRONMENTAL PROGRAM REPRESENTATIVE
MANAGEMENT
By:
I�
Date:
Trustee Certification
The undersi on behalf of NBD Bank, N.A., as trustee, hereby certifies that a
Disbursement in the amount authorized by the State, together with a completed copy of this
Request, was mailed on , 199_ to the party stated under "State
Authorization" above. Further, a copy of this completed Request has been mailed to the
Qualified Entity and the Department of Environmental Management.
NBD BANK, N.A., as Trustee
El
Date:
LON
Authorized Officer
3
L ^J
EXHIBIT B
[Subject to State's approval, this information is to be supplied by
the Qualified Entity prior to Closing.]
�J
El
The °roject is 7.crc `�- described in, and shall be in accordance with, the Facilities Plan
and the Plans and Specifications approved by the Department.
EXHIBIT C
® Principal Payment Schedule
Principal Principal
Date Amount Date Amount
[Subject to State's approval, this information is to be supplied by
the Qualified Entity's Financial Advisor prior to Closing.]
A
�
C -1