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HomeMy Public PortalAbout2014-12 - WATERWORKS REVENUE BONDS ORDINANCE NO. 2014 -12 An Ordinance of the City of Greencastle authorizing. the issuance of waterworks revenue bonds for the purpose of providing funds to pay the cost of certain additions extensions and improvements to the municipal waterworks of said City, providing_ for the safeguarding of the interests of the owners of said bonds other matters connected therewith, including the. issuance of notes in anticipation • of bonds, and repealing ordinances inconsistent herewith WI- AREAS the City of Greencastle Indiana ( "City ") has heretofore established constructed and financed a municipal waterworks and now owns and operates the municipal waterworks in accordance with the provisions of Title 8 Article 1.5 of the Indiana Code as in effect on the date of delivery of the bonds herein authorized ( "Act "); and WHEREAS, the Common Council of the City finds that certain additions, improvements and extensions to said works are necessary; and that plans, specifications and estimates have been prepared and filed by the engineers employed by the City for the construction of said additions, improvements and extensions, as more fully described on Exhibit A attached hereto and made a part hereof ( "Project "), which plans and specifications have been or will be approved by the Common Council and by all governmental authorities having jurisdiction, particularly the Indiana Department of Environmental Management ( "Department "); and • WHEREAS, the City has obtained engineer's estimates of the costs of the construction of the Project and will advertise for and receive bids therefor which bids will be subject to the City's obtaining funds to pay for the Project; that on the basis of said engineering estimates, the maximum cost of the Project, including incidental expenses, is in the estimated amount of S2,900,000; and WHEREAS, the City finds that there are no funds on hand available to apply to the costs of the Project, and that the entire cost of the Project is hereby authorized to be financed by the 1\3740200.2 issuance of waterworks revenue bonds and, if necessary, bond anticipation notes ( "BANs ") in an aggregate principal amount not to exceed S2,900,000; and WHEREAS. the Common Council finds that there are outstanding bonds payable out of the Net Revenues (as hereinafter defined) of the City's waterworks designated "Waterworks Refunding Revenue Bonds of 2012" ( "2012 Bonds "), now outstanding in the amount of 52,312.500 and maturing semiannually over a period ending July 1, which 2012 Bonds constitute a first charge upon the Net Revenues of the waterworks ( "Outstanding Bonds "); and WHEREAS, the terms and conditions of the ordinance authorizing the Outstanding Bonds provide that additional revenue bonds may be issued on a parity with the Outstanding Bonds provided certain tests are met, and the City finds that the finances of said waterworks are such as will enable meeting the conditions for the issuance of additional parity bonds and that, accordingly, the bonds to be issued hereunder shall rank on a parity with the Outstanding Bonds; and WI- IEREAS, the bonds to be issued pursuant to this ordinance will constitute a first charge against the Net Revenues of the waterworks, on a parity with the Outstanding Bonds, and are to be issued subject to the provisions of the laws of the State of Indiana. including, without limitation, the Act, and the terms and restrictions of this ordinance: and WHEREAS. the City desires to authorize the issuance of bond anticipation notes ( "BANs ") hereunder, if necessary, payable from the proceeds of waterworks revenue bonds issued hereunder and to authorize the refunding of the BANs. if issued: and WHEREAS. the City may enter into a Financial Assistance Agreement with the Indiana Finance Authority ( "Authority ") as part of its drinking water loan program established and existing pursuant to IC 4 -4 -11 and IC 13 -18 -21 ( "DWSRF Program "), pertaining to the Project -2 -3740200.2 and the financing of the Project ( "Financial Assistance Agreement ") if the bonds or BANs are sold to the Authority through its DWSRF Program; and WHEREAS, the City may accept other forms of financial assistance, as and if available from the DWSRF Program; WHEREAS, the City is not subject to the jurisdiction of the Indiana Utility Regulatory Commission; and WHEREAS the Common Council now finds that all conditions precedent to the adoption of an ordinance authorizing the issuance of revenue bonds and BANs have been complied with in accordance with the provisions of the Act; NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF GREENCASTLE, INDIANA, THAT: Section 1. Authorization of Project. The City proceed with the construction of the Project in accordance with the cost estimates and the plans and specifications heretofore prepared and filed by the consulting engineers employed by the City and are hereby adopted and approved, and by reference made a part of this ordinance as fully as if the same were attached hereto and incorporated herein. Two copies of the plans and specifications and the cost estimates are on file in the office of the Clerk - Treasurer of the City and open for public inspection pursuant to IC 36- 1 -3 -4. The estimated cost of construction of the Project is expected not to exceed the sum of 52 plus investment earnings on the bond and BAN proceeds. The terms "waterworks." "waterworks system." "works." "system." and other like terms where used in this ordinance shall be construed to mean and include the Drinking Water System, as defined in the Financial Assistance Agreement, and includes the existing waterworks system and all real estate and equipment used in connection therewith and appurtenances thereto, and all extensions -3 83740200.2 additions, and improvements thereto and replacements thereof now or at any time hereafter constructed or acquired. The Project shall be constructed in accordance with the plans and specifications heretofore mentioned, which plans and specifications are hereby approved. The Project shall be constructed and the bonds herein authorized shall be issued pursuant to and in accordance with the Act. Section 2. Issuance of BANs and Bonds. The City shall issue, if necessary its BANs for the purpose of procuring interim financing to apply to the cost of the Project. The City shall issue its BANs in an amount not to exceed Two Million Nine Hundred Thousand Dollars ($2,900,000) to be designated "Waterworks Bond Anticipation Notes of " (to be completed with the year in which issued). The BANs shall be numbered consecutively from 1 upward, shall be sold at a price not less than 99% of their par value, shall be in multiples of One Dollar ($I) if sold to the Authority as part of its DWSRF Program or in denominations of One Thousand Dollars ($1,000) or integral multiples thereof if sold to another purchaser, as set forth in the purchase agreement for the BANS, shall be dated as of the date of delivery thereof and shall bear interest at a rate not to exceed 7% per annum (the exact rate or rates to be determined through negotiation) payable upon maturity. The City may receive payment on the BANs in installments. The BANs will mature no later than five (5) years after their date of delivery. The BANs are subject to renewal or extension at an interest rate or rates not to exceed 7% per annum (the exact rate or rates to be negotiated). The term of the BANs and all renewal BANs may not exceed five years from the date of delivery of the initial BANs. The BANs shall be registered in the name of the purchasers thereof. The BANs shall be issued pursuant to IC 5- 1.5 -8 -6.1 if sold to the Indiana Bond Bank, pursuant to IC 13 -18 -21 if sold to the Authority, or pursuant to IC 5- 1 -14 -5 if sold to a financial - 4 - I\37402002 institution or any other purchaser. The BANs shall be payable solely from the issuance of revenue bonds pursuant to and in the manner prescribed by the Act. The revenue bonds will be payable solely out of and constitute a first charge against the Net Revenues (herein defined as gross revenues after deduction only for the payment of the reasonable expenses of operation, repair and maintenance) of the waterworks of the City, on a parity with the Outstanding Bonds. The City shall issue its waterworks revenue bonds in an aggregate principal amount not to exceed 52 to be designated "Waterworks Revenue Bonds of " (to be completed with the year in which issued) ( "Bonds ") for the purpose of procuring funds to be applied on the cost of the Project, the payment of costs of issuance, refunding the BAi \'s, if issued, and all other costs related to the Project. The Bonds shall be sold at a price of not Less than par value if sold to the Authority as part of its DWSRF Program or not less than 99% of their par value if sold to any other purchaser, as applicable and shall be issued in the denomination of One Dollar ($1) or any multiple thereof if sold to the Authority through its DWSRF Program or in denominations of Five Thousand Dollars ($5,000) each or integral multiples thereof if sold to any other purchaser, numbered consecutively from 1 upward, dated as of the date of delivery if sold to the Authority as part of its DWSRF Program or dated as of the first day of the month in which they are issued or sold or their date of delivery as determined by the Clerk- Treasurer with the advice of the City's financial advisor if sold to any other purchaser, and shall bear interest at a rate or rates not exceeding 7% per annum (the exact rate or rates to be determined by bidding or through negotiation with the Authority as part of its DWSRF Program), payable semiannually on January 1 and July 1 in each year, beginning on the first January 1 or the first July 1 following the date of delivery of the Bonds, as determined by the Clerk- Treasurer with the advice of the City's financial advisor. Principal shall be payable in lawful money of the United States of - 5 - M740200.2 America at the principal office of the Paying Agent (as hereinafter defined) and the Bonds shall mature semiannually or shall be subject to mandatory sinking fund redemption if term bonds are issued, on January 1 and July 1 of each year over a period ending no later than twenty (20) years after substantial completion of the Project (as determined under the Financial Assistance Agreement if sold to the Authority as part of its DWSRF Program) or no later than January 1 2036 if sold to any other purchaser, and in such amounts that will either: (i) produce as level annual debt service as practicable taking into account the annual debt service on the Outstanding Bonds and the Bonds issued hereunder; (ii) produce as level annual debt service as practicable or; (iii) if the Bonds are sold to the Authority as part of its DWSRF Program, allow the City to meet the coverage and/or amortization requirements of the DWSRF Program. If the Bonds are sold to the Authority as part of its DWSRF Program, such debt service schedule shall be finalized and set forth in the Financial Assistance Agreement. All or a portion of the Bonds may be issued as one or more term bonds, upon election of the purchaser thereof. Such term bonds shall have a stated maturity or maturities of January 1 and July 1 the dates as determined by the purchaser thereof as the case may be, but in no event later than the last serial maturity date of the Bonds as determined in accordance with the above paragraph. The term bonds shall be subject to mandatory sinking fund redemption and final payment(s) at maturity at 100% of the principal amount thereof plus accrued interest to the redemption date, on principal payment dates which are hereinafter determined in accordance with the above paragraph. Interest on the Bonds and BANs shall be calculated according to a 360 -day calendar year containing twelve 30 -day months. - 6 - 1\3740200.2 Section 3. Registrar and Paving Agent: Book -entry Provisions. (a) The Clerk- Treasurer is hereby authorized to contract with a qualified financial institution to serve as Registrar and Paying Agent for the Bonds ( "Registrar" or "Paying Agent "). The Registrar is hereby charged with the responsibility of authenticating the Bonds. The Clerk- Treasurer is hereby authorized to enter into such agreements or understandings with the Registrar as will enable the institution to perform the services required of a registrar and paying agent. The Clerk - Treasurer is further authorized to pay such fees as the Registrar may charge for the services it provides as Registrar and Paying Agent and such fees may be paid from the Waternrorks Sinking Fund established to pay the principal of and interest on the Bonds as fiscal agency charges. As to the BANs and as to the Bonds, if the purchaser that does not object to such designation. the Clerk- Treasurer may serve as Registrar and Paying Agent and would be hereby charged with the performance of and all duties of and responsibilities of Registrar and Paying Agent. (b) If the Bonds or BANs are sold to the Authority through its DWSRF Program, the principal of and interest thereon shall be paid by wire transfer to such financial institution if and as directed by the Authority on the due date of such payment or, if such due date is a day when financial institutions are not open for business, on the business day immediately after such due date. So long as the Authority, as part of its DWSRF Program, is the owner of the Bonds or BANs, such Bonds and BANs shall be presented for payment as directed by the Authority. If such Bonds are not sold to the Authority as part of its DWSRF Program or if wire transfer payment is not required, the principal of the Bonds and the principal and interest on the BANs shall be payable at the principal corporate trust office of the Paying Agent. All payments of interest on the Bonds shall be paid by check mailed to the registered owners thereof, as of the -7 1\3740200.2 fifteenth day of the month preceding each interest payment date ( "Record Date "), at the addresses as they appear on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by such registered owner on or before such Record Date. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same -day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m. (New York City time). All payments on the Bonds and BANs shall be made in any coin or currency of the United States of America, which on the date of such payment, shall be legal tender for the payment of public and private debts. (c) Each Bond shall be transferable or exchangeable only upon the books of the City kept for that purpose at the principal corporate trust office of the Registrar by the registered owner in person, or by its attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds in an authorized 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. The costs of such transfer or exchange shall be borne by the City except for any tax or governmental charge required to be paid with respect to the transfer or exchange, which taxes or governmental charges are payable by the person requesting such transfer or exchange. The City, Registrar and Paying Agent for - 8 - 83740200.2 the Bonds may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. (d) The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent upon giving 30 days' notice in writing to the City and by first class mail to each registered owner of the Bonds then outstanding, and such resignation will take effect at the end of such 30 day period or upon the earlier appointment of a successor registrar and paying agent by the City. Any such notice to the City may be served personally or sent by registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in which event the City may appoint a successor registrar and paving agent. The City shall notify each registered owner of the Bonds then outstanding by first class mail of the removal of the Registrar and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to 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. Upon the appointment of any successor registrar and paying agent by the City, the Clerk - Treasurer is authorized and directed to enter into such agreements and understandings with such successor registrar and paying agent as will enable the institution to perform the services required of a registrar and paying agent for the Bonds. The Clerk - Treasurer is further authorized to pay such fees as the successor registrar and paying agent may charge for the services it provides as registrar and paying agent and such fees may be paid from the Waterworks Sinking Fund continued in Section 15 hereof. Any predecessor registrar and paying agent shall deliver ■ all of the Bonds and any cash or investments in its possession with respect thereto, together with the registration books, to the successor registrar and paying agent. - 9 - \3740200.2 (e) Interest on the Bonds sold to the Authority as part of its DWSRF Program shall be payable from the date or dates of payment made by the Authority as part of its purchase of the Bonds pursuant to the Financial Assistance Agreement. Interest on all other Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date of the Bonds unless the Bonds are authenticated after the Record Date and on or before such interest payment date in which case they shall bear interest from such interest payment date, or unless the Bonds are authenticated on or before the Record Date preceding the first interest payment date, in which case they shall bear interest from the original date until the principal shall be fully paid. (f) The City has determined that it may be beneficial to the City to have the Bonds held by a central depository system pursuant to an agreement between the City and The Depository Trust Company New York New York ( "Depository Trust Company ") and have transfers of the Bonds effected by book -entry on the books of the central depository system ( "Book Entry System "). The Bonds may be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Bonds. In such case, upon initial issuance the ownership of such Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO.. as nominee of the Depository Trust Company. With respect to the Bonds registered in the register kept by the Registrar in the name of CEDE & CO.. as nominee of the Depository Trust Company, the City and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including. any beneficial owner ( "Beneficial Owner ")) of the Bonds with respect to (i) the accuracy of the records of the Depository Trust Company. CEDE & CO.. or any Beneficial Owner with respect - 10 - \3740200.2 to ownership questions (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company of any notice with respect to the Bonds including any notice of redemption or (iii) the payment to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company of any amount with respect to the principal of, or premium if any, or interest on the Bonds except as otherwise provided herein. No person other than the Depository Trust Company shall receive an authenticated Bond evidencing an obligation of the City to make payments of the principal of and premium, if any, and interest on the Bonds pursuant to this ordinance. The City and the Registrar and Paving Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Bonds for the purpose of (i) payment of the principal of and premium, if any and interest on such Bonds; (ii) giving notices of redemption and other notices permitted to be given to bondholders with respect to such Bonds; (iii) registering transfers with respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium if any, and interest on the Bonds only to or upon the order of the Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the City's and the Paying Agent's obligations with respect to principal of and premium, if any, and •interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the City of written notice to the effect that the Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO. and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this ordinance shall refer to such new nominee of the Depository Trust Company. - 1 1 - n3740200.2 Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the name of CEDE & CO. as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, to the Depository Trust Company as provided in a representation letter from the City to the Depository Trust Company. Upon receipt by the City of written notice from the Depository Trust Company to the effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of the Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being. registered in the register of the City kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, but may be registered in whatever name or names the bondholders transferring or exchanging the Bonds shall designate, in accordance with the provisions of this ordinance. • If the City determines that it is in the best interest of the bondholders that they be able to obtain certificates for the fully registered Bonds, the City may notify the Depository Trust Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial Owners of the availability through the Depository Trust Company of certificates for the Bonds. In such event the Registrar shall prepare authenticate, transfer and exchange certificates for the Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever the Depository Trust Company requests the City and the Registrar to do so, the Registrar and the City will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one Or more separate certificates - 12 - 83740200.2 evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause the Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such Bonds printed until it shall have received from the City indemnification for all costs and expenses associated with such printing. In connection with any notice or other communication to be provided to bondholders by the City or the Registrar with respect to any consent or other action to be taken by bondholders, the City or the Registrar, as the case may be, shall establish a record date for such consent or other action and give the Depository Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. So long as the Bonds are registered in the name of the Depository Trust Company or CEDE & CO. or any substitute nominee the City and the Registrar and Paving Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Bonds or from the Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the Bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and the Depository Trust Company, to the same extent as if such consent, advice, direction, demand or vote were made by the bondholders for purposes of this ordinance and the City and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the bondholders. Along with any such certificate or - 13 - I\3740200.2 representation, the Registrar may request the Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the dollar amount of each Beneficial Owner's interest in the Bonds and the current addresses of such Beneficial Owners. Section 4. Redemption of Bonds and BANs. (a) The BANs are prepayable by the City in whole or in part, on any date, upon 20 days' notice to the owner of the BANs, without premium. (b) For any Bonds sold to the Authority as part of its DWSRF Program_ such Bonds are redeemable at the option of the City, but no sooner than ten (10) years after their date of delivery, or any date thereafter, on sixty (60) days' notice, in whole or in part, in inverse order of maturity, and by lot within a maturity, at face value together with a premium no greater than 2 %, plus accrued interest to the date fixed for redemption; provided, however, if the Bonds are sold to the DWSRF Program and registered in the name of the Authority, the Bonds shall not be redeemable at the option of the City unless and until consented to by the Authority. The exact redemption dates and premiums shall be established by the Clerk- Treasurer, with the advice of the City's financial advisor, prior to the sale of the Bonds. (c) For any Bonds, not sold to the Authority as part of its DWSRF Program, such Bonds are redeemable at the option of the City, but no later than ten (10) years after their date of delivery and on any date thereafter, in whole or in part, in the order of maturity as determined by the City, and by lot within a maturity, on thirty (30) days' notice, at face value, with a premium no greater than 2 %, plus accrued interest to the date fixed for redemption. The exact redemption dates and premiums shall be established by the Clerk- Treasurer, with the advice of the City's financial advisor, prior to the sale of the Bonds. - 14 - ( \3740200.2 (d) If any Bond is issued as a term bond the Paying Agent shall credit against the mandatory sinking fund requirement for the Bonds maturing as term bonds, and corresponding mandatory redemption obligation, in the order determined by the City any Bonds maturing as • . term bonds which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Registrar for cancellation or purchased for cancellation by the Paving Agent and not theretofore applied as a credit against any redemption obligation. Each Bond maturing as a term bond so delivered or cancelled shall be credited by the Paying Agent at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund date and any excess of such amount shall be credited on future redemption obligations and the principal amount of the Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Paying Agent shall credit only such Bonds maturing as term bonds to the extent received on or before forty -five (45) days preceding the applicable mandatory redemption date. Each 55 denomination shall be considered a separate bond for purposes of optional and mandatory redemption. If less than an entire maturity is called for redemption at one time, the Bonds to be redeemed shall be selected by lot within a maturity by the Registrar. If some Bonds are to be redeemed by optional redemption and mandator sinking fund redemption on the same date the Registrar shall select by lot the Bonds for optional redemption before selecting the Bonds by lot for the mandatory sinking fund redemption. (e) Notice of redemption shall be given not less than sixty (60) days for Bonds sold to the Authority as part of its DWSRF Program and not less than thirty (30) days for Bonds sold to any other purchaser prior to the date fixed for redemption unless such redemption notice is -15 0.37402002 waived by the owner of the Bond or Bonds redeemed. Such notice shall be mailed to the address of the registered owner as shown on the registration record of the City as of the date which is sixty -five (65) days for Bonds sold to the Authority as part of its DWSRF Program and forty -five (45) days for Bonds sold to any other purchaser prior to such redemption date. The notice shall specify the date and place of redemption and sufficient identification of the Bonds called for redemption. The place of redemption may be determined by the City. Interest on the Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named. Section 5. Execution and Negotiability. The Bonds and BANs shall be executed in the name of the City by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of its Clerk - Treasurer, and the seal of the City shall be affixed imprinted or impressed to or on each of the Bonds and BANs manually by facsimile or any other means; and these officials, by the execution of a Signature and No Litigation Certificate shall adopt as and for their own proper signatures the facsimile signatures appearing on the Bonds or BANs. In case any officer whose signature or facsimile signature appears on the Bonds or BANs shall cease to be such officer before the delivery of the Bonds or BANS, the signature of such officer shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. The Bonds and BANs shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Indiana. subject to the provisions for registration herein. - 16 - 837402002 The Bonds shall also be authenticated by the manual signature of the Registrar, and no Bond shall be valid or become obligatory for any purpose until the certificate of authentication .thereon has been so executed. Section 6. Form of Bonds. The form and tenor of the Bonds shall be substantially as follows, all blanks to be filled in properly prior to delivery: [Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the City of Greencastle, Indiana, or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof._ Cede & Co._, has an interest herein.] No. UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF PUTNAM CITY OF GREENCASTLE WATERWORKS REVENUE BOND OF [Interest [Maturity Original Authentication Rate ] Date 1 Date Date JCUSIP] REGISTERED OWNER: PRINCIPAL SUM: The City of Greencastle, in Putnam County, State of Indiana ( "City "), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, solely out of the special revenue fund hereinafter referred to, the Principal Sum set forth above, [or so much thereof as may be advanced from time to time and be outstanding as evidenced by the records of the registered owner making payment for this bond, or its assigns,] on [the Maturity Date set forth above] OR [January 1 and July 1 on the dates and in the amounts as set forth on Exhibit A attached hereto] (unless this bond be subject to and be called for redemption prior to maturity as hereinafter provided), and to pay interest hereon until the Principal Sum shall be fully paid at the rate's] per annum stated [above] OR [on Exhibit A attached hereto] from [the dates of payment made on this bond] OR [the interest payment date to which interest has been paid next preceding _17 Ri 740200.2 the Authentication Date of this bond unless this bond is authenticated after the fifteenth day of the month preceding an interest payment date and on or before such interest payment date in which case it shall bear interest from such interest payment date, or unless this bond is authenticated on or before 15. 20 , which case it shall bear interest from the Original Date,J which interest is payable semiannually on the first days of January and July of each year, beginning on 1, 20 . Interest shall be calculated according to a 360 -day calendar year containing twelve 30 -day months. [The principal of this bond is payable at the principal corporate trust office of ( "Registrar ") or "Paying Agent "), in the of ]. All payments of [principal of and] interest on this bond shall be paid by [check mailed one business day prior to the interest payment date] OR [paid by wire transfer for deposit to a financial institution as directed by the Indiana Finance Authority ( "Authority ") on the due date or, if such due date is a day when financial institutions are not open for business, on the business day immediately after such due date] to the registered owner hereof as of the fifteenth day of the month preceding such interest payment date at the address as it appears on the registration books kept by [ ( "Registrar" or "Paying Agent ") in the of , Indiana] OR [the Registrar] or at such other address as is provided to the Paying Agent in writing by the registered owner. [If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same -day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m. (New York City time).] All payments on the bond shall be made in any coin or currency of the United States of America, which on the dates of such payment, shall be legal tender for the payment of public and private debts. THE CITY SHALL NOT BE OBLIGATED TO PAY THIS BOND OR THE INTEREST HEREON EXCEPT FROM THE HEREINAFTER DESCRIBED SPECIAL FUND, AND NEITHER THIS BOND NOR THE ISSUE OF WHICH IT IS A PART SHALL IN ANY RESPECT CONSTITUTE A CORPORATE INDEBTEDNESS OF THE CITY WITHIN THE PROVISIONS AND LIMITATIONS OF THE CONSTITUTION OF THE STATE OF INDIANA. This bond is [the only] one of an authorized issue of bonds of the City [of like date, tenor and effect, except as to numbering, interest rate and date of maturity]; in the total amount of Dollars (5 ); numbered consecutively from 1 up; issued for the purpose of providing funds to pay the cost of certain additions, extensions and improvements to the municipally owned waterworks system of the City[, to refund interim notes issued in anticipation of the bonds] and to pay issuance expenses. This bond is issued pursuant to an ordinance adopted by the Common Council of the City on the day of . 2014. entitled "An Ordinance of the City of Greencastle authorizing the issuance of waterworks revenue bonds for the purpose of providing funds to pay the cost of certain additions, extensions and improvements to the municipal waterworks of said City, providing for the safeguarding of the interests of the owners of said bonds, other matters connected therewith, including the issuance of notes in anticipation of bonds, and repealing ordinances inconsistent herewith" ( "Ordinance "), and in accordance with the provisions of -18 ns 740200.2 Indiana law, including without limitation Indiana Code 8 -1.5 as in effect on the date of delivery of the bonds of this issue ( "Act "). [Reference is hereby made to the Financial Assistance Agreement ( "Financial Assistance Agreement ") between the City and the Authority concerning certain terms and covenants pertaining to the waterworks project and the purchase of this bond as part of the drinking water loan program established and existing pursuant to IC 4 -4 -11 and IC 13- 18 -21.] Pursuant to the provisions of the Act and the Ordinance the principal of and interest on this bond and all other bonds of said issue, and any bonds hereafter issued on a parity therewith are payable solely from the Waterworks Sinking Fund continued by the Ordinance ( "Sinking Fund ") to be provided from the Net Revenues (defined as the gross revenues after deduction only for the payment of the reasonable expenses of operation, repair and maintenance) of the waterworks of the City. This bond and the issue of which it is a part ranks on a parity with the Outstanding Bonds (as defined in the Ordinance), in accordance with the terms thereof. The City irrevocably pledges the entire Net Revenues of the waterworks to the prompt payment of the principal of and interest on the bonds authorized by the Ordinance, of which this is one, and any bonds ranking on a parity therewith, including the Outstanding Bonds, to the extent necessary for that purpose, and covenants that it will cause to be fixed, maintained and collected such rates and charges for services rendered by the utility as are sufficient in each year for the payment of the proper and reasonable expenses of [Operation and Maintenance (as defined in the Financial Assistance Agreement)] OR [operation, repair and maintenance] of the waterworks and for the payment of the sums required to be paid into the Sinking Fund under the provisions of the Act and the Ordinance. If the City or the proper officers thereof shall fail or refuse to so fix, maintain and collect such rates or charges, or if there be a default in the payment of the interest on or principal of this bond, the owner of this bond shall have all of the rights and remedies provided for under Indiana law. [The bonds shall be initially issued in a Book Entry System (as defined in the Ordinance). The provisions of this bond and of the Ordinance are subject in all respects to the provisions of the Letter of Representations between the City and DTC, or any substitute agreement, effecting such Book Entry System.] [The City has designated the bonds as qualified tax - exempt obligations to qualify the bonds for the 510,000,000 exception from the provisions of Section 265(b) of the Internal Revenue Code of 1986 relating to the disallowance of 100% of the deduction for interest expense allocable to tax - exempt obligations.] The City further covenants that it will set aside and pay into its Sinking Fund monthly, as available, or more often if necessary, a sufficient amount of the Net Revenues of the works for payment of (a) the interest on all bonds which by their terms are payable from the revenues of the waterworks, as such interest shall fall due, (b) the necessary fiscal agency charges for paying bonds and interest, (c) the principal of all bonds which by their terms are payable from the revenues of the waterworks, as such principal shall fall due, and (d) an additional amount as a margin of safety to [create and] maintain the debt service reserve required by the Ordinance. - 19 - 1A3740200.2 Such required payments shall constitute a first charge against the Net Revenues of said works on a parity with the Outstanding Bonds. The bonds of this issue maturing on 1 20 , and thereafter are redeemable at the option of the City on 1 20_ or any date thereafter, on [sixty (60)] [thirty (30)] days' notice, in whole or in part, in [inverse] [the] order of maturity [as determined by the City] and by lot within a maturity at face value together with the following premiums: % if redeemed on or thereafter on or before % if redeemed on . or thereafter on or before % if redeemed on . or thereafter prior to maturity; plus in each case accrued interest to the date fixed for redemption; provided however if the Bonds are sold to the DWSRF Program and registered in the name of the Authority, the Bond shall not be redeemable at the option of the City unless and until consented to by the Authority. [The bonds maturing on 1, 20_ are subject to mandatory sinking fund redemption prior to maturity, at a redemption price equal to the principal amount thereof plus accrued interest, on the dates and in the amounts set forth below: Term Bond Term Bond Date Amount Date Amount * *Final Maturity] Each [One Dollar (Si)] OR [Five Thousand Dollar ($5,000)] principal amount shall be considered a separate bond for purposes of optional [and mandatory] redemption. If less than an entire maturity is called for redemption, the bonds to be called shall be selected by lot by the Registrar. [If some bonds are to be redeemed by optional redemption and mandatory sinking fund redemption on the same date the Registrar shall select by lot the bonds for optional redemption before selecting the bonds by lot for the mandatory sinking fund redemption.] Notice of redemption shall be mailed to the address of the registered owner as shown on the registration record of the City as of the date which is [sixty -five (65)][forty -five (45)] days prior to such redemption date not less than [sixty (60)] [thirty (30)] days prior to the date fixed for redemption. The notice shall specify the date and place of redemption and sufficient identification of the bonds called for redemption. The place of redemption may be determined by the City. Interest on the bonds so called for redemption shall cease on the redemption date fixed in such notice, if sufficient funds are available at the place of redemption to pay the redemption price on the date so named. -20 0.3740200.2 If this bond shall not be presented for payment or redemption on the date fixed therefor, the City may deposit in trust with its depository bank an amount sufficient to pay such bond or the redemption price, as the case may be, and thereafter the registered owner shall look only to the funds so deposited in trust with said bank for payment and the City shall have no further obligation or liability in respect thereto. This bond is transferable or exchangeable only upon the books of the City kept for that 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 an authorized aggregate principal amount and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or to the registered owner, as the case may be, in exchange therefor. This bond may be transferred without cost to the registered owner except for any tax or governmental charge required to be paid with respect to the transfer. The City, the Registrar, the Paying Agent and any other registrar or paying agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of the principal hereof and interest due hereon. This bond is subject to defeasance prior to redemption or payment as provided in the Ordinance referred to herein. THE OWNER OF THIS BOND, BY THE ACCEPTANCE HEREOF, HEREBY AGREES TO ALL THE TERMS AND PROVISIONS CONTAINED IN THE ORDNANCE. The Ordinance may be amended without the consent of the owners of the bonds as provided in the Ordinance. The bonds maturing in any one year are issuable only in fully registered form in the denomination of [S5,000] OR IN or any integral multiple thereof. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided by law. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by an authorized representative of the Registrar. IN WITNESS WHEREOF. the City of Greencastle. in Putnam County. Indiana, has caused this bond to be executed in its corporate name by the manual or facsimile signature of its Mayor, its corporate seal to be hereunto affixed, imprinted or impressed by any means and . attested manually or by facsimile by its Clerk - Treasurer. CITY OF GREENCASTLE, INDIANA • By: Mayor [SEAL] -21 1\3740200.2 Attest: Clerk - Treasurer REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within- mentioned Ordinance. as Registrar By: Authorized Representative ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto this bond and all rights thereunder, and hereby irrevocably constitutes and appoints ; attorney, to transfer the within bond in the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment an eligible guarantor institution participating in must correspond with the name as it appears on a Securities Transfer Association recognized the face of the within bond in every particular, signature guarantee program. without alteration or enlargement or any change whatsoever. [EXHIBIT Al (End of Bond Form) Section 7. Authorization for Preparation and Sale of the Bonds and BANs: Official Statement: Continuing Disclosure. (a) The Clerk- Treasurer is hereby authorized and directed to have the Bonds and BANs prepared, and the Mayor and Clerk - Treasurer are hereby authorized and directed to execute and attest the Bonds and BANs in the form and manner provided herein. -22 I\3740200.2 (b) The Clerk- Treasurer is hereby authorized and directed to deliver the Bonds and BANs to the respective purchasers thereof. At the time of delivery of the Bonds and BANs, the Clerk - Treasurer shall collect the full amount which the respective purchasers have agreed to pay therefor, which amount shall not be less than 99% of the face amount of the BANs, and not less than the par value of the Bonds if sold to the Authority as part of its DWSRF Program, and not Less than 99% of the face value of the Bonds if sold to any other purchaser, as the case may be plus accrued interest to the date of delivery, if any. The City may receive payment on the BANs and the Bonds in installments. The Bonds as and to the extent paid for and delivered to the purchaser, shall be the binding special revenue obligations of the City payable out of the Net Revenues of the waterworks, on a parity with the Outstanding Bonds, to be set aside into the Sinking Fund as herein provided. The proceeds derived from the sale of the Bonds shall be and are hereby set aside for application on the cost of the Project hereinbefore referred to, the refunding of the BANS, if issued, and the expenses necessarily incurred in connection with the BANs and Bonds. The proper officers of the City are hereby directed to sell the Bonds, to draw all proper and necessary warrants, and to do whatever acts and things which may be necessary to carry out the provisions of this ordinance. (c) Distribution of an Official Statement (preliminary and final) prepared by Crowe Horwath, LLP on behalf of the City, is hereby authorized and approved and the Mayor and Clerk - Treasurer are authorized and directed to execute the Official Statement on behalf of the City in a form consistent with this ordinance. The Mayor or the Clerk- Treasurer is authorized to designate the preliminary Official Statement as "nearly final" for purposes of Rule 15c2 -12 as promulgated by the Securities and Exchange Commission ( "Rule "). 23 - 113740200.2 If an Official Statement is not required upon delivery of the Bonds, the City shall obtain an investment letter from the purchaser of the Bonds which satisfies federal and state securities laws applicable to the Bonds. (d) The Mayor and Clerk- Treasurer are hereby authorized and directed to complete, execute and attest if applicable, a Continuing Disclosure Undertaking ("Disclosure Undertaking ") for the Bonds on behalf of the City in a form consistent with this ordinance. Notwithstanding any other provisions of this ordinance, failure of the City to comply with the Disclosure Undertaking shall not be considered an event of default under the Bonds or this ordinance. Section 8. Bond Sale Notice. If the Bonds will be sold at a competitive sale the Clerk- Treasurer shall cause to be published either (i) a notice of such sale in the Banner Graphic the only paper published in the City, two times, at least one week apart, the first publication made at least fifteen (15) days before the date of the sale and the second publication being made at least three (3) days before the date of the sale or (ii) a notice of intent to sell in the Banner Graphic and the Court & Commercial Record. all in accordance with IC 5-1-11 and IC 5 -3 -1. A notice or summary notice of sale may also be published one time in the Court & Commercial Record and a notice or summary notice may also be published in The Bond Buyer in New York, New York. The notice shall state the character and amount of the Bonds, the maximum rate of interest thereon, the terms and conditions upon which bids will be received and the sale made and such other information as the Clerk- Treasurer and the attorneys employed by the City shall deem advisable and any summary notice may contain any information deemed so advisable. The notice may provide, among other things that each bid shall be accompanied by a certified or cashier's check in an amount equal to 1% of the principal amount of the Bonds described in the - 24 - IA3740200 2 notice within twenty -four hours of the sale and that in the event the successful bidder shall fail or refuse to accept delivery of the Bonds and pay for the same as soon as the Bonds are ready for delivery, or at the time fixed in the notice of sale then said check and the proceeds thereof shall be the property of the City and shall be considered as its liquidated damages on account of such default; that bidders for the Bonds will be required to name the rate or rates of interest which the Bonds are to bear, not exceeding the maximum rate hereinbefore fixed, and that such interest rate or rates shall be in multiples of one - eighth (1/8) or one - hundredth (1 /100) of one percent (1 %). The rate bid on a maturity shall be equal to or greater than the rate bid on the immediately preceding maturity. No conditional bid or bid for less than 99% of the face amount of the Bonds will be considered. The opinion of Ice Miller LL' bond counsel of Indianapolis Indiana, approving the legality of the Bonds, will be furnished to the purchaser at the expense of the City. The Bonds shall be awarded by the Clerk- Treasurer to the best bidder who has submitted his bid in accordance with the terms of this ordinance. IC 5 -1 -11 and the notice. The best bidder will be the one who offers the lowest net interest cost to the City to be determined by computing the total interest on all of the Bonds to their maturities adding thereto the discount bid if any, and deducting the premium bid, if any. The right to reject any and all bids shall be reserved. If an acceptable bid is not received on the date of sale the sale may be continued from day to day thereafter without further advertisement for a period of thirty (30) days during which time no bid which provides a higher net interest cost to the City than the best bid received at the time of the advertised sale will be considered. As an alternative to public sale, the Clerk - Treasurer may negotiate the sale of the Bonds to the Authority as part of its DWSRF Program. The Mayor and the Clerk- Treasurer are hereby authorized to: (i) submit an application to the Authority as part of its DWSRF Program; (ii) - 25 - MU740200.2 execute a Financial Assistance Agreement with the Authority with terms conforming to this ordinance; and (iii) sell such Bonds upon such terms as are acceptable to the Mayor and the Clerk- Treasurer consistent with the terms of this ordinance. The substantially final form of Financial Assistance Agreement attached hereto and incorporated herein by reference is hereby approved by the Common Council and the Mayor and Clerk- Treasurer are hereby authorized to execute and deliver the same and to approve any changes in form or substance to the Financial Assistance Agreement, which are consistent with the terms of this ordinance such changes to be conclusively evidenced by its execution. Notwithstanding anything contained herein, the City may accept any other forms of financial assistance as and if available, from the DWSRF Program (including without limitation any forgivable loans, grants or other assistance whether available as an alternative to any Bond or BAN related provision otherwise provided for herein or as a supplement or addition thereto. If required by the DWSRF Program to be eligible for such financial assistance, one or more of the series of the Bonds issued hereunder may be issued on a basis such that the payment of the principal of or interest on (or both) such series of Bonds is junior and subordinate to the payment of the principal of and interest on other series of Bonds issued hereunder (and/or any other revenue bonds secured by a pledge of Net Revenues, whether now outstanding or hereafter issued), all as provided by the terms of such series of Bonds as modified pursuant to this authorization. Such financial assistance if any, shall be provided in the Financial Assistance Agreement and the Bonds of each series of Bonds issued hereunder (including any modification made pursuant to the authorization in this paragraph to the form of Bonds otherwise contained herein). - 26 - 1/37402002 Section 9. Financial Records and Accounts. (a) The City shall keep proper records and books of account, separate from all of its other records and accounts, in which complete and correct entries shall be made showing all revenues received on account of the operation of the waterworks and all disbursements made therefrom and all transactions relating to the waterworks. Copies of all such statements and reports shall be kept on file in the office of the Clerk- Treasurer. (b) If the Bonds or BANs are sold to the Authority as part of its DWSRF Program, 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 waterworks in accordance with (i) generally accepted governmental accounting standards for utilities, on an accrual basis, as promulgated by the Government Accounting Standards Board and (ii) the rules, regulations and guidance of the State Board of Accounts. Section 10. Accrued Interest. The accrued interest received at the time of delivery of the Bonds, if any, and premium, if any, shall be deposited in the Waterworks Sinking Fund continued in Section 15. Section 11. Use of Proceeds and Costs of Issuance. The proceeds from the sale of the Bonds to the extent not used to refund BANS. and BAN proceeds shall be deposited in a bank or banks which are legally designated depositories for the funds of the City, in a special account or accounts to be designated as "City of Greencastle, \Vatenvorks Construction Account" ( "Construction Account "). All funds deposited to the credit of the Waterworks Sinking Fund or the Construction Account shall be deposited, held, secured or invested in accordance with the laws of the State of Indiana relating to the depositing, holding, securing or investing of public funds, including particularly IC 5 -13, as amended and supplemented, and as applicable, pursuant _ 77 _ I\ 3740200.2 to IC 4 -4 -11 and IC 13- 18 -21. The funds in the Construction Account shall be expended only for the purpose of paying the cost of the cost of the Project, refunding the BANs, if issued or as otherwise required by the Act or for the expenses of issuance of the Bonds. The cost of Obtaining the legal services of Ice Miller LLP, the City Attorney and Crowe Horvath, LLP shall be considered as a part of the cost of the Project on account of which the Bonds and BANs are issued. Any balance or balances remaining unexpended in such special account or accounts after completion of the Project which are not required to meet unpaid obligations incurred in connection with such Project, shall either (1) be paid into the Waterworks Sinking Fund and used solely for the purposes of the Waterworks Sinking Fund or (2) be used for the same purpose or type of project for which the Bonds were originally issued, all in accordance with IC 5 -1 -13, as amended and supplemented. If the Bonds are sold to the Authority as part of its DWSRF Program, to the extent (a) that the total principal amount of the Bonds is not paid by the purchaser or drawn down by the City or (b) proceeds remain in the Construction Fund and are not applied to the Project (or any modifications or additions thereto approved by the Department and the Authority), the City shall reduce the principal amount of the Bond maturities to effect such reduction in a manner that will still achieve the annual debt service as described in Section 2 subject to and upon the terms forth in the Financial Assistance Agreement. Section 12. Pledge of Net Revenues. The interest on and the principal of the Bonds issued pursuant to the provisions of this ordinance, and any bonds hereafter issued on a parity therewith shall constitute a first charge on all the Net Revenues, on a parity with the Outstanding -28 1\3740200.2 Bonds and such Net Revenues are hereby irrevocably pledged to the payment of the interest on and principal of such Bonds, to the extent necessary for that purpose. Section 13. Revenue Fund. There is hereby continued a fund known as the Waterworks Revenue Fund ( "Revenue Fund ") into which there shall be deposited all income and revenues derived from the operation of the waterworks and from the collection of water rates and charges of the waterworks. This fund shall be maintained separate and apart from all other accounts of the City. Of these revenues the proper and reasonable expenses of operation, repair and maintenance of the works shall be paid, the principal and interest of all bonds and fiscal agency charges of registrars or paving agents shall be paid, the reserve shall be funded and the costs of replacements extensions, additions and improvements to the waterworks shall be paid. Section 14. Operation and Maintenance Fund. There is hereby continued a fund known as the Operation and Maintenance Fund ( "O &M Fund "). On the last day of each calendar month, a sufficient amount of revenues shall be transferred from the Revenue Fund to the O &M Fund so that the balance maintained in the O &M Fund is sufficient to pay the expenses of operation, repair and maintenance of the works for the then next succeeding two (2) 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 waterworks on a day -to -day basis. Any monies in the O &M Fund in excess of the expected expenses of operation, repair and maintenance for the next succeeding month may be transferred to the Waterworks Sinking Fund if necessary to prevent a default in the payment of principal of or interest on the outstanding bonds of the waterworks. Section 15. Waterworks Sinking Fund. (a) There is hereby continued a sinking fund for the payment of the principal of and interest on revenue bonds which by their terms are -29 1\3740200.2 payable from the Net Revenues of the waterworks and the payment of any fiscal agency charges in connection with the payment of bonds, which fund shall be designated the "Waterworks Sinking Fund" ( "Sinking Fund "). There shall be set aside and deposited in the Sinking Fund, as available and as hereinafter provided a sufficient amount of the Net Revenues of the waterworks to meet the requirements of the Bond and Interest Account and Debt Service Reserve Account hereby continued in the Sinking Fund. Such payments shall continue until the balances in the Bond and Interest Account and the Debt Service Reserve Account equal the principal of and interest on all of the then outstanding bonds of the waterworks to their final maturity and provide for the payment of all fiscal agency charges. (b) Bond and Interest Account. There is hereby continued within the Sinking Fund the Bond and Interest Account. There shall be credited on the last day of each calendar month from the Revenue Fund to the Bond and Interest Account an amount of the Net Revenues equal to: (i) at least one -sixth (1/6) of the interest on all then outstanding bonds payable on the then next succeeding interest payment date; and (ii) at least one -sixth (1/6) of the principal on all then outstanding bonds payable on the then next succeeding principal payment date until the amount of interest and principal payable on the then next succeeding interest and principal payment date shall have been so credited. There shall similarly be credited to the account any amount necessary to pay the bank fiscal agency charges for paying principal and interest on the outstanding bonds as the same become payable. The City shall from the sums deposited in the Sinking Fund and credited to the Bond and Interest Account remit promptly to the registered owner or to the bank fiscal agency sufficient moneys to pay the interest and principal on the due dates thereof together with the amount of bank fiscal agency charges. 30 R3i402002 (c) Debt Service Reserve Account. There is hereby continued within the Sinking Fund, the Debt Service Reserve Account ( "Reserve Account "). On the date of delivery of the Bonds, the City may deposit funds on hand, Bond proceeds or a combination thereof into the Reserve Account up to an amount which shall cause the balance therein to equal the hereinafter defined Reserve Requirement. If no initial deposit is made or if the balance in the Reserve Account does not equal the Reserve Requirement an amount of Net Revenues shall be credited to the Reserve Account on the last day of each calendar month until the balance in the Reserve Account equals but does not exceed the least of: (i) the maximum annual principal and interest requirements on the Bonds and the Outstanding Bonds and any bonds issued in the future by the City which are payable from Net Revenues of the waterworks and which rank on a parity with the Bonds ("Parity Bonds "); (ii) 125% of the average annual debt service on the Bonds the Outstanding Bonds and any Parity Bonds; or (iii) 10% of the proceeds of the Bonds, the Outstanding Bonds and any Parity Bonds ( "Reserve Requirement "); provided, however that if any Bonds are sold to the Authority as part of its D\VSRF Program, the Reserve Requirement shall equal the maximum annual debt service on the Outstanding Bonds, the Bonds and any Parity Bonds. The monthly deposits shall be equal in amount and sufficient to accumulate the Resent Requirement within five years of the date of delivery of the Bonds The Reserve Account shall constitute the margin for safety and protection against default in the payment of principal of and interest on the Bonds, the Outstanding Bonds and any Parity Bonds and the moneys in the Reserve Account shall be used to pay current principal and interest on the Bonds the Outstanding Bonds and any Parity Bonds to the extent that moneys in the Bond and Interest Account are insufficient for that purpose. Any deficiency in the balance maintained in the Reserve Account shall be made up from the next available Net Revenues remaining after _31_ 113740200.2 credits into the Bond and Interest Account. Any moneys in the Reserve Account in excess of the Reserve Requirement shall either be transferred to the Waterworks Improvement Fund or be used for the purchase of outstanding bonds or installments of principal of fully registered outstanding bonds at a price not exceeding par plus accrued interest and redemption premium, if any. (d) The Sinking Fund (containing the Bond and Interest Account and the Reserve Account) and the Construction Account, may be held by a financial institution acceptable to the Authority as part of its DWSRF Program, pursuant to terms acceptable to the Authority. If the Sinking Fund and the accounts therein are held in trust. the City shall transfer the monthly required amounts of Net Revenues to the Bond and Interest Account and the Reserve Account in accordance with this Section 15, and the financial institution holding such funds in trust shall be instructed to pay the required payments in accordance with the payment schedules for the City's outstanding bonds. The financial institution selected to serve in this role may also serve as the Registrar and the Paying Agent for the Bonds. If the Construction Account is so held in trust. the City shall deposit the proceeds of the Bonds therein until such proceeds are applied consistent with this ordinance and the Financial Assistance Agreement. The Mayor and the Clerk Treasurer are hereby authorized to execute and deliver an agreement with a financial institution to reflect this trust arrangement for all or a part of the Sinking Fund and the Construction Account in the form of trust agreement as approved by the Mayor and the Clerk Treasurer, consistent with the terms and provisions of this ordinance. Section 16. Waterworks Improvement Fund. After meeting the requirements of the O &M Fund and the Sinking Fund, any excess revenues shall be transferred or credited from the Revenue Fund to a special fund designated the "Waterworks Improvement Fund" ( "Improvement _3 - 83740200.2 Fund "), hereby continued and the Improvement Fund shall be used for replacements, additions, improvements or extensions to the waterworks and for any other lawful purpose. Moneys in the Improvement Fund shall be transferred to the Sinking Fund, if necessary, to prevent a default in the payment of principal and interest on the then outstanding Bonds, or if necessary to eliminate any deficiencies in credits to or minimum balance in the Reserve Account of the Sinking Fund or may be transferred to the O &M Fund to meet unforeseen contingencies in the operation, repair and maintenance of the waterworks. If any BANs or Bonds are sold to the Authority as part of its DWSRF Program, so long as any of the BANs or Bonds are outstanding, no moneys derived from the revenues of the waterworks shall be transferred to the General Fund of the City or be used for any purpose not connected with the waterworks. Section 17. Maintenance of Funds. The Sinking Fund shall be deposited in and maintained as a separate account or accounts from all other accounts of the City. The O &M Fund and the Improvement Fund may be maintained in a single account, or accounts, but such account, or accounts, shall likewise be maintained separate and apart from all other accounts of the City and apart from the Sinking. Fund account or accounts. All moneys deposited in the accounts shall be deposited, held and secured as public funds in accordance with the public depository laws of the State of Indiana; provided that moneys therein may be invested in obligations in accordance with the applicable laws, including particularly IC 3 -13, as amended or supplemented, and as applicable, pursuant to IC 4 -4 -11 and IC 13- 18 -21, and in the event of such investment the income therefrom shall become a part of the funds invested and shall be used only as provided in this ordinance. Section 18. Defeasance of the Bonds. If. when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for -33- 113740200.2 redemption or irrevocable instructions to call the Bonds or a portion 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 Bonds or a portion thereof then outstanding shall be paid; or (i) cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in (ii) below) or (ii) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America the principal of and the interest on which when due will provide sufficient moneys for such purpose shall be held in trust for such purpose and provision shall also be made for paying all fees and expenses for the redemption, then and in that case the Bonds or any designated portion thereof issued hereunder shall no longer be deemed outstanding or entitled to the pledge of the Net Revenues of the City's waterworks. Section 19. Rate Covenant. The City shall establish, maintain and collect reasonable and just rates and charges for facilities and services afforded and rendered by said water utility which shall to the extent permitted by law produce sufficient revenues at all times to pay all the legal and other necessary expense incident to the operation of such utility, to include maintenance costs operating charges, upkeep, repairs, interest charges on bonds or other obligations to provide for the proper Operation and Maintenance (as defined in the Financial Assistance Agreement) of the waterworks, to provide a sinking fund and debt service reserve for the liquidation of bonds or other evidences of indebtedness, to provide adequate funds to be used as working capital, as well as funds for making extensions additions and replacements, and also, for the payment of any taxes that may be assessed against such utility it being the intent and purpose hereof that such charges shall produce an income sufficient to maintain such utility property in a sound physical and financial condition to render adequate and efficient service. So - 34 - I\3740200.2 long as any of the Bonds herein authorized are outstanding, none of the facilities or services afforded or rendered by said system shall be furnished without a reasonable and just charge being made therefor. The City shall pay like charges for any and all services rendered by said utility to the City, and all such payments shall be deemed to be revenues of the utility. Such rates or charges shall, if necessary be changed and readjusted from time to time so that the revenues therefrom shall always be sufficient to meet the expenses of operation, repair and maintenance, and said requirements of the Sinking Fund. The rates and charges so established shall apply to any and all use of such waterworks by and service rendered to the City and all departments thereof, and shall be paid by the City or the various departments thereof as the charges accrue. Section 20. Additional Bond Provisions. The City reserves the right to authorize and issue additional BANs at any time ranking on a parity with the BANs. The City reserves the right to authorize and issue additional bonds payable from Net Revenues ranking on a parity with the Bonds for the purpose of financing the cost of future additions, extensions and improvements to its waterworks, or to refund obligations, subject to the following conditions: (a) The interest on and principal of all bonds or other obligations payable from the • Net Revenues of the waterworks shall have been paid to date in accordance with the terms thereof and all credits required to be made into the Sinking Fund and the accounts thereof shall have been made to date. The Reserve Requirement shall be satisfied for the additional Parity Bonds either at the time of delivery of the additional Parity Bonds or over a five year or shorter period, in a manner which is commensurate with the requirements established in Section 15(c) of this ordinance. _3) Ri740200.2 (b) The amount of Net Revenues of the waterworks in the fiscal year immediately preceding the issuance of any such Parity Bonds shall be not less than one hundred twenty -five percent (125%) of the maximum annual interest and principal requirements of the then outstanding bonds and the additional Parity Bonds proposed to be issued; or, prior to the issuance of the Parity Bonds the water 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 all bonds payable from the revenues of the waterworks including the additional Parity Bonds proposed to be issued. For purposes of this subsection, the records of the waterworks shall be analyzed and all showings prepared by a certified public accountant employed by the City for that purpose. (c) The principal or mandatory sinking fund redemption dates, of the additional Parity Bonds shall be payable semiannually on January 1 and July 1 and the interest on said additional Parity Bonds shall be payable semiannually on January 1 and July 1 in the years in which such principal and interest are payable. (d) For so long as any bonds are owned by the Authority through its DWSRF Program, the City obtains the consent of the Authority (ii) the City has faithfully performed and is in compliance with each of its obligations, agreements and covenants contained in the Financial Assistance Agreement and the ordinance authorizing the Bonds and (iii) the City is in compliance with its National Pollutant Discharge Elimination System permits except for non - compliance for which purpose the bonds are issued including refunding bonds issued prior to but part of the overall plan to eliminate such non - compliance. -36- 1\.3740200.2 Section 21. Further Covenants of the City: Maintenance. Insurance. Pledge Not To Encumber. Subordinate Indebtedness. and Contract with Bondholders. For the purpose of further safeguarding the interests of the owners of the Bonds and BANS it is hereby specifically provided as follows: (a) All contracts let by the City in connection with the construction of the Project shall be let after due advertisement as required by the laws of the State of Indiana, and all contractors shall be required to furnish surety bonds in an amount equal to 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) The Project shall be constructed under plans and specifications approved by a competent engineer designated by the City. All estimates for work done or material furnished shall first be checked by the engineer and approved by the City. (c) The City shall at all times maintain its waterworks in good condition and operate the same in an efficient manner and at a reasonable cost. (d) So long as any of the Bonds or BANs are outstanding, the City shall acquire and maintain insurance coverage which, so long as the Bonds or BANs are outstanding and are owned by the Authority as part of its D\VSRF Program are acceptable to the Authority, on the insurable parts of the system, of a kind and in an amount such as is usually 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. If the Bonds - 37 - Ai740200.2 and BANs are not sold to the Authority as part of its DWSRF, then as an alternative to maintaining such insurance, the City may maintain a self - insurance program with catastrophic or similar coverage so long as such program meets the requirements of any applicable laws or regulations and is maintained in a manner consistent with programs maintained by similarly situated municipalities. All insurance or self - insurance proceeds shall be used in replacing or repairing the property destroyed or damaged; or if not used for that purpose shall be treated and applied as Net Revenues of the works; provided, if the Bonds are sold to the Authority through its DWSRF Program the Authority shall consent to any such treatment and application of such proceeds or awards as Net Revenues of the waterworks or any other different use of such proceeds or awards. (e) So long as any of the Bonds or BANs are outstanding, the City shall not mortgage, pledge or otherwise encumber such works or any part thereof and shall not sell lease or othenvise dispose of any part of the same, excepting only such machinery equipment or other property as may become worn out or obsolete, or shall no longer be necessary for use in connection with the works; provided however. the City shall obtain the prior written consent of the Authority if any Bonds or BANS are sold to the Authority as part of its DWSRF Program. (f) So long as any BANs or Bonds are owned by the Authority through its DWSRF Program, the City shall not borrow any money, enter into any contract or agreement or incur any other liabilities in connection with the waterworks, other than for normal operating expenditures, without the prior written consent of the Authority if such undertaking would involve commit or use the revenues of the waterworks. (g) Except as hereinbefore provided in Section 20 hereof, so long as any of the Bonds herein authorized are outstanding, no additional bonds or other obligations pledging any portion 0 - 38 - N740200.2 of the revenues of the waterworks shall be authorized issued or executed by the City, except such as shall be made junior and subordinate in all respects to the Bonds, unless all of the Bonds are redeemed or defeased pursuant to Section 18 hereof coincidentally with the delivery of such additional bonds or other obligations. (h) The provisions of this ordinance shall constitute a contract by and between the City and the owners of the Bonds and BANs herein authorized, all the terms of which shall be enforceable by any bondholder by any and all appropriate proceedings in law or in equity. After the issuance of the Bonds or BANs, this ordinance shall not be repealed, amended or modified in any respect which will adversely affect the rights or interests of the owners of the Bonds or BANS, nor shall the Common Council or any other body of the City adopt any law, ordinance or resolution in any way adversely affecting the rights of such owners so long as any of the Bonds, the BANs, or the interest thereon, remain outstanding or unpaid. Except in the case of changes described in Section 22 (a) -(f), this ordinance may be amended, however, without the consent of the owners of the Bonds or BANs, if the Common Council determines. in its sole discretion, that such amendment would not adversely affect the owners of the Bonds or BANs; provided, however, that if the Bonds or BANs are sold to the Authority as part of its DWSRF Program, the City shall obtain the prior written consent of the Authority. (i) The provisions of this ordinance shall be construed to create a trust in the proceeds of the sale of the Bonds and BANs herein authorized for the uses and purposes herein set forth, and the owners of the Bonds and BANs shall retain a lien on such proceeds until the same are applied in accordance with the provisions of this ordinance and the governing Act. The provisions of this ordinance shall also be construed to create a trust in a portion of the Net Revenues herein directed to be set apart and paid into the Sinking Fund for the uses and purposes - 39 - 113740200.2 of that Fund as in this ordinance set forth. The owners of the Bonds shall have all of the rights, remedies and privileges set forth in the provisions of the governing Act hereinbefore referred to, including the right to have a receiver appointed to administer the waterworks, in the event the City shall fail or refuse to fix and collect sufficient rates and charges for those purposes, or shall fail or refuse to operate and maintain said system and to apply properly the revenues derived from the operation thereof, or if there be a default in the payment of the interest on or principal of the Bonds or in respect to any of the provisions of this ordinance or the governing Act. 0) None of the provisions of the ordinance shall be construed as requiring the expenditure of any funds of the City derived from any sources other than the proceeds of the Bonds and the operation of the waterworks system. Section 22. Amendments with Consent of Bondholders. Subject to the terms and provisions contained in this Section and Section 21(h), and not otherwise, the owners of not less than sixty -six and two- thirds percent (66 2/3 %) in aggregate principal amount of the Bonds issued pursuant to this ordinance and then outstanding shall have the right from time to time, to consent to and approve the adoption by the Common Council of the City of such ordinance or ordinances supplemental hereto or amendatory hereof, as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding any of the terms or provisions contained in this ordinance, or in any supplemental ordinance; provided however, that if the Bonds or BANs are sold to the Authority as part of its DWSRF Program the City shall obtain the prior written consent of the Authority; and provided further that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest on any Bond issued pursuant to this ordinance; or - 40 - r\3740200.2 (b) A reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon; or (c) The creation of a lien upon or a pledge of the revenues or Net Revenues of the waterworks 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; or (f) A reduction in the Reserve Requirement. If the owners of not less than sixty -six and two- thirds percent (66 2/3 %) in aggregate principal amount of the Bonds outstanding at the time of adoption of such supplemental ordinance shall have 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 Common Council of the City 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 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 -41 Ili 7402002 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 or amendatory 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 then outstanding. Section 23. Investment of Funds. (a) The Clerk- Treasurer is hereby authorized to invest moneys pursuant to the provisions of this ordinance and IC 5- 1 -14 -3 (subject to applicable requirements of federal law to insure such yield is then current market rate) to the extent necessary or advisable to preserve the exclusion from gross income 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 referenced herein. In order to comply with the provisions of the 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. The Clerk- Treasurer may pay any fees as operation expenses of the waterworks. Section 24. Tax Covenants. In order to preserve the exclusion of interest on the Bonds and BANs from gross income for federal tax purposes under Section 103 of the Internal Revenue Code of 1986 as existing on the date of issuance of the Bonds or BANS, as the case may be ( "Code "), and as an inducement to purchasers of the Bonds and BANS the City represents, covenants and agrees that: (a) The waterworks will be available for use by members of the general public. Use by a member of the general public means use by natural persons not engaged in a trade or business. No person or entity other than the City or another state or local governmental unit will - 42 - -3740200.2 use more than 10% of the proceeds of the Bonds or BANs or property financed by the Bond or BAN proceeds other than as a member of the general public. No person or entity other than the City or another state or local govermnental unit will own property financed by Bond or BAN proceeds or will have any actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, arrangements such as take -or -pay or output contracts or any other type of arrangement that conveys other special legal entitlements and differentiates that person's or entity's use of such property from use by the general public, unless such uses in the aggregate relate to no more than 10% of the proceeds of the BANs or the Bonds, as the case may be. If the City enters into a management contract for the waterworks, the terms of the contract will comply with IRS Revenue Procedure 97 -13, as it may be amended, supplemented or superseded for time to time, so that the contract will not give rise to private business use under the Code and the Regulations, unless such use in aggregate relates to no more than 10% of the proceeds of the Bonds or BANs, as the case may be. (b) No more than 10% of the principal of or interest on the Bonds or BANS is (under the terms of the Bonds. BANs, this ordinance or any underlying arrangement) directly or indirectly, secured by an interest in property used or to be used for any private business use or payments in respect of any private business use or payments in respect of such property or to be derived from payments (whether or not to the City) in respect of such property or borrowed money used or to be used for a private business use. (c) No more than 5% of the Bond or BAN proceeds will be loaned to any person or entity other than another state or local governmental unit. No more than 5% of the Bond or BAN proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovemmental person in any manner that would in substance constitute a loan of the Bond or BAN proceeds. - 43 - 1\3740200.2 (d) The City reasonably expects, as of the date hereof, that the Bonds and BANs will not meet either the private business use test described in paragraph (a) and (b) above or the private loan test described in paragraph (c) above durine the entire term of the Bonds or BANs, as the case may be. (e) No more than 5% of the proceeds of the Bonds or BANs will be attributable to private business use as described in (a) and private security or payments described in (b) attributable to unrelated or disproportionate private business use. For this purpose, the private business use test is applied by taking into account only use that is not related to any government use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any governmental use of those proceeds (Disproportionate Use). (f) The City will not take any action nor fail to take any action with respect to the Bonds or BANs that would result in the loss of the exclusion from gross income for federal tax purposes on the Bonds or BANs pursuant to Section 103 of the Code, nor will the City act in any other manner which would adversely affect such exclusion. The City covenants and aerees not to enter into any contracts or arrangements which would cause the Bonds or BANs to be treated as private activity bonds under Section 141 of the Code. (g) It shall not be an event of default under this ordinance if the interest on any Bond and BAN is not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code which is not currently in effect and in existence on the date of issuance of the Bonds or BANS, as the case may be. (h) The City represents that: - 44 - 83740200.2 (1) The City is a governmental unit with general taxing powers, which powers include the power to impose taxes of general applicability that, when collected, may be used for the general purposes of the City; (2) The Bonds and BANs are not private activity bonds as defined in Section 141 of the Code; (3) At least 95% of the net proceeds of the BANs and Bonds will be used for local governmental activities of the City or of a governmental unit, the jurisdiction of which is entirely within the jurisdiction of the City; (4) The aggregate face amount of all tax- exempt bonds (other than private activity bonds) issued by the City and all units subordinate to the City, including on- behalf-of issuers and subordinate entities as those terms are defined in Regulations Section 1.148- 8(c)(2), is not reasonably expected to exceed $5,000 in calendar year 2014; and (5) The City has not been formed or availed of to otherwise avoid the purposes of the $5,000,000 size limitation. Therefore, the City meets the requirements of Section 148(1)(4)(D) of the Code and will not have to rebate any arbitrage profits to the United States. (i) The City represents that: (1) The BANs and the Bonds are not private activity bonds as defined in Section 141 of the Code; (2) The City hereby designates the BANs and the Bonds as qualified tax - exempt obligations for purposes of Section 265(b) of the Code; -45 13740200.2 (3) The reasonably anticipated amount of qualified tax- exempt obligations (including qualified 501(c)(3) obligations and tax - exempt leases but excluding other private activity bonds) which will be issued by the City and all entities subordinate to the City during 2014 does not exceed S10,000,000; (4) The City has not and will not designate more than 510 of qualified tax- exempt obligations during 2014. Therefore, the BANs and the Bonds qualify for the exception in the Code from the disallowance of 100% of the deduction by financial institutions of interest expense • allocable to newly acquired tax- exempt obligations. (i) These covenants are based solely on current law in effect and in existence on the date of delivery of such Bonds or BANs, as the case may be. Section 25. Issuance of BANs. (a) The City, having satisfied all the statutory requirements for the issuance of its Bonds, may elect to issue its BAN or BANs pursuant to a Bond Anticipation Note Purchase Agreement ("Bond Anticipation Note Agreement ") to be entered into between the City and the purchaser of the BAN or BANs. If the BANs are sold to the Authority as part of its DWSRF Program, the Financial Assistance Agreement shall serve as the Bond Anticipation Note Agreement. The Common Council hereby authorizes the issuance and execution of the BAN or BANs in lieu of initially issuing the 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 Bonds, as the procedures followed before the issuance of the BAN or BANs are for all purposes sufficient to authorize the issuance of the Bonds and the use of the proceeds to repay the BAN or BANs. - 46 - 1\3740200.2 (b) The Mayor and the Clerk - Treasurer are hereby authorized and directed to execute a Bond Anticipation Note Agreement or Financial Assistance Agreement (and any amendments made from time to time) in such form or substance as they shall approve acting upon the advice of counsel. The Mayor and the Clerk- Treasurer may also take such other actions or deliver such other certificates as are necessary or desirable in connection with the issuance of the BANs or the Bonds and the other documents needed for the financing as they deem necessary or desirable in connection therewith. Section 26. Noncompliance with Tax Covenants. Notwithstanding any other provisions of this ordinance, the covenants and authorizations contained in this ordinance ( "Tax Sections ") which are designed to preserve the exclusion of interest on the 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. Section 27. Conflicting Ordinances. All ordinances and parts of ordinances in conflict herewith are hereby repealed; provided, however, that this ordinance shall not be deemed as modifying, amending or repealing the ordinance authorizing the Outstanding Bonds or as adversely affecting the rights of the holders of the aforementioned Outstanding Bonds. Section 28. Headings. The headings or titles of the several sections shall be solely for convenience of reference and shall not affect the meaning. construction or effect of this ordinance. Section 29. Effective Date. This ordinance shall be in full force and effect from and after its passage and execution by the Mayor. 47 P3740200.2 EXHIBIT A Description of Project 1\37402002 EXHIBIT A Description of Project The City of Greencastle Waterworks Improvements Project is required to meet regulatory requirements with the Indiana Department of Environmental Management and the Environmental Protection Agency. The project is designed to bring the water treatment facility into compliance with surface water treatment rules, due to the groundwater supply wells being designated under the direct influence of surface water. The attached Chapter 6 from the Preliminary Engineering Report details the scope of work to be performed. The following summary identifies the major components of water treatment facility upgrades: 1. Installation of pre-chlorination system and facility upgrades necessary for injection of chlorine into raw water upstream of the detention tank. 2. Injection of coagulant as required for enhanced coagulation to meet surface water treatment rules. 3. install turbidity monitoring equipment for each individual filter and the combined filter effluent. 4. Replace media in the existing filters. 5. Install a 1.0 MG clearwell tank to provide additional storage and minimize the required water production hours at the water plant. 6. Install three new high service pumps and modify existing pumps as required for implementation of the proposed 1.0 MG clearwell tank into the water treatment facility operations. 7. Upgrade the backwash water handling facilities to provide recycle of backwash water. 8. New SCADA controls shall be installed to provide required monitoring for surface water treatment compliance. The existing SCADA controls are outdated and not able to be • upgraded. 9. Cleaning of the existing wells shall be performed, along with rehabilitation of Well No. 5 The Opinion of Probable Construction Cost for the identified project is approximately $1,979,500, with a recommended contingency of $305,000. Non - Construction costs include professional services for engineering, hydrogeological study, testing and inspections, financial advisor, legal services and bond council. The estimated total Non- Construction cost for this project is $391,000. The total Opinion of Probable Project Cost is $2,675,500. Ci(y of Greenrartle Preliminary Engineering Report CHAPTER 6: PROPOSED PROJECT 6.1 GENERAL This chapter describes the proposed projects and estimated costs. The Preliminary Design Summary and the SRF Green Project Reserve (GPR) Checklist are included at the end of this chapter. 6.2 PRE - CHLORINATION SYSTEM IMPROVEMENTS The existing open top filters are open to the interior of the water treatment plant, with electrical control and SCADA panels located in the same open space. There is no chlorine currently in the water when it goes through the filters, so there is not chlorine off- gassing under current operations. The proposed improvements include pre - chlorination, such that the water going through the filters will now be chlorinated. The small amount of chlorine that comes through the water into the room is corrosive to metals. Under the current operation, there is also a lot of humidity in the open room that results in condensation and corrosion of panels. With the addition of pre-chlorination, it is recommended that the filters be walled off to isolate the filters and associated humidity and chlorine. A concrete block wall is proposed to be constructed from the existing filter wall to the ceiling. Access doors and inspection windows shall also be included in the filter wall. The existing waste gullet channels shall be covered with aluminum plate covers, and aluminum handrail shall be installed along the concrete walls to improve access. The existing water treatment plant design does not include pre - chlorination. The finished water is chlorinated on the discharge side of the high service pumps. The existing high service pumps have bronze pump bowls which would be corroded by chlorine from proposed pre - chlorination injected upstream of the pumps. The existing high service pumps shall be converted to transfer pumps. This will require modification of existing high service pumps to meet the reduced head conditions for transfer to the proposed 1.0 MG clearwell. The existing pump bowls will need to be replaced with stainless steel bowls to provide corrosion resistance to chlorinated water. New high service pumps shall be installed to pump water from the proposed clearwell tank into the distribution system.' • Rev. 1; Page Revised 7/15/2014 t-s. CURRY & ASSOCIATES, INC. tat CONSUME* WOINIEK5 & rs!nnKIS Chapter 6 -1 i o Greencastle • u !. '•r t .' A construction permit application for pre - chlorination system improvements has already been submitted to IDEM Drinking Water Branch. Refer to the construction permit application for a schematic of the proposed improvements. The preliminary opinion of probable construction cost for the pre - chlorination system improvements is $187,000. See detailed estimate of probable cost in Table 6.2.1. Table 6.2.1 Opinion of Probable Cost for Pre - Chlorination System Improvement Project ITEM ITEM DESCRIPTION UNITS QTY. I UNIT PRICE TOTAL PRICE 1 Chlorinator Each 1 $25,000.00 $25,000.00 2 Chlorine & Temp Analyzer Each 2 $10,000.00 $20,000.00 3 Chlorine feed piping Lump Sum 1 52,500.00 $2,500.00 4 Chlorine room modifications Lump Sum 1 510,000.00 510,000.00 5 Filter Barrier Wall (Concrete Block) L.F 80 $300.00 $24,000.00 6 Doors and Windows in Barrier Wall Lump Sum 1 55,000.00 55,000.00 7 Aluminum handrail at Waste Gullet L.F. 150 $30.00 $4,500.00 8 Waste Gullet Aluminum Plate Grating S.F. 450 $20.00 $9,000.00 9 Electrical & Ventilation Modifications Lump Sum 1 $12,000.00 $12,000.00 10 Replace High Service Pump Impellers Each 3 525,000.00 $75,000.00 TOTAL OPINION OF PROBABLE CONSTRUCTION COST $187,000.00 6.3 COAGULANT FEED SYSTEM The new coagulant feed system shall be installed in the existing chemical feed room. A construction permit application for the coagulant feed system has been submitted to IDEM Drinking Water Branch. Refer to the construction permit application for a schematic of the proposed improvements. The preliminary opinion of probable construction cost for the coagulant feed system improvements is $21,500.00. Table 6.3.1 provides a detailed cost estimate for this project. Table 6.3.1 Opinion of Probable Cost for Coagulant Feed System Improvement Project TOTAL ITEM ITEM DESCRIPTION UNITS QTY. UNIT PRICE PRICE Peristaltic Pump Feed Package with 1 piping & accessories Lump Sum 1 $15,000.00 $15,000.00 2 Coagulant Feed Piping to Injection L.F. 150 515.00 $2,250.00 3 Drum Scale Each 1 $3,250.00 $3,250.00 4 Spill Containment Pallets Lump Sum 1 51,000.00 $1,000.00 TOTAL OPINION OF PROBABLE CONSTRUCTION COST 521,500.00 2 Rev. 1; Page Revised 7/15/2014 a CURRY & ASSOCIATES, INC. CONSUIntG ENGINEERS & ARCHnm1S Chapter 6 - 2 • City of Greencastle Preliminary Engineering Report 6.4 TURBIDITY MONITORING The proposed turbidity monitoring includes installation of a turbidimeter at each filter to measure individual filter effluent (IFE) turbidity. The IFE must be recorded every 15 minutes for each filter. A combined filter effluent (CFE) turbidity monitor is required to measure turbidity on the finished water or "combined water from all filters. The CFE must be recorded every 4. hours. The IFE and CFE are required to be recorded under the Long Term One (LT1) ad Long Term Two (LT2) Enhanced Surface Water Treatment Rules. The turbidimeters shall be installed at the point of sampling. Output signals from the turbidimeters will be integrated into the new SCADA system for recording and reporting. The preliminary opinion of probable construction cost for the turbidity monitoring improvements is $42,000.00. Table 6.4.1 provides a detailed cost estimate for this project. Table 6.4.1 Opinion of Probable Cost for Turbidity Monitoring Improvement Project TOTAL ITEM ITEM DESCRIPTION UNITS QTY. UNIT PRICE PRICE 1 Turbidimeter - Individual Filter Effluent Each 3 $9,000.00 $27,000.00 2 Turbidimeter - Combined Filter Effluent Each 1 $9,000.00 $9,000.00 3 Turbidimeter - spare. Each 1 56,000.00 $6,000.00 TOTAL OPINION OF PROBABLE CONSTRUCTION COST $42,00.00 6.5 FILTER MEDIA REPLACEMENT The existing filters are located inside the water treatment plant building. The filters are open top gravity filters, and are accessible from inside the building. There are three filter cells, each with dimensions of 20' x 30', providing 600 s.f. of surface area. The existing filter media shall be removed from each cell, and new anthracite media installed. The preliminary opinion of probable construction cost for filter media replacement is 5105,000.00. Table 6.5.1 provides a detailed cost estimate for this project. Table 6.5.1 Opinion of Probable Cost for Filter Media Replacement ITEM ITEM DESCRIPTION UNITS QTY. UNIT TOTAL PRICE PRICE 1 Replace Anthracite in each filter Each 3 535,000.00 $105,000.00 TOTAL OPINION OF PROBABLE CONSTRUCTION COST $105,000.00 A CURRY & ASSOCIATES, INC. Itact CONSIAIWG ENGINEERS &ARCHITECTS Chapter 6 -3 City ofG eencastle ' ' '�r e r r f 6.6 CLEAR WELL TANK AND TRANSFER PUMPS A preliminary site plan for the proposed clear well tank and transfer pumps are shown in Figure 6.6.1. An addition to the existing water treatment plant is proposed for installation of the new high service pumps. The clear well tank shall be constructed on the current water treatment plant site. The existing high service pumps shall be converted to transfer pumps, and discharge piping and valves shall be modified for this revision. New high service pumps shall be installed in the building addition, taking suction from the clear well tank and discharging into the distribution system through existing piping. The preliminary opinion of probable construction cost for the clear well tank and transfer pumps improvements is $1,312,000.00. Table 6.6.1 provides a detailed cost estimate for this project. Table 6.6.1 Opinion of Probable Cost for Clear Well Tank and Transfer Pumps Improvement Project ITEM ITEM DESCRIPTION UNITS QTY. UNIT PRICE TOTAL PRICE 1 1.0 MG Clear Well Tank Lump Sum 1 875,000.00 $875,000.00 2 Yard Piping & Valves Lump Sum 1 $125,000.00 $125,000.00 Convert HSP's to Transfer Pumps Each 3 $10,000.00 $30,000.00 Electrical Lump Sum 1 $40,000.00 $40,000.00 4 New High Service Pumps Each 3 $40,000.00 $120,000.00 5 Building for HSP's and future UV S.F. 800 $140.00 $112,000.00 6 Chemical Feed Modifications Lump Sum 1 $10,000.00 $10,000.00 TOTAL OPINION OF PROBABLE CONSTRUCTION COST $1,312,000.00 6.7 BACKWASH RECYCLE SYSTEM A schematic of the proposed backwash recycle system improvements is shown in Figure 6.7.1. The preliminary opinion of probable construction cost for the backwash recycle system improvements is $37,000.00. Table 6.7.1 provides a detailed cost estimate for this project. Table 6.7.1 Opinion of Probable Cost for Backwash Recycle System Improvement Project ITEM ITEM DESCRIPTION UNITS QTY. UNIT TOTAL PRICE PRICE 1 3" Mag Meter Lump Sum 1 $3,500.00 $3,500.00 2 Backwash Recycle Pumps Each 2 $10,000.00 $20,000.00 3 Yard Piping Lump Sum 1 $5,000.00 $5,000.00 4 Electrical Lump Sum 1 $8,500.00 $8,500.00 TOTAL OPINION OF PROBABLE CONSTRUCTION COST $37,000.00 s CURRY & ASSOCIATES, INC. ®y CONSULTING Eh'GINEEQS IS AkCnrtECl$ Chapter 6 - 4 City fGreenrastle Preliminary Engineering Report 6.8 SCADA CONTROLS Replacement of the existing SCADA controls will be performed within the water treatment plant. SCADA communication to the existing wells will also be upgraded. The preliminary opinion of probable construction cost for the SCADA System is $150,000. The SCADA System upgrades shall include computer hardware, software, and communication cabling, to provide an overall complete system. SCADA shall have remote monitoring capabilities. 6.9 WELL REHABILITATION The existing wells range in age from 38 — 60 years. Based on the recent video inspection of the well casing and screens, some rehabilitation work is necessary to maintain well productivity and operational life. The preliminary opinion of probable construction cost for well rehabilitation is $125,000. Table 6.9.1 provides a breakdown of the estimated costs associated with well rehabilitation. Table 6.9.1 Opinion of Probable Cost for Well Rehabilitation ITEM ITEM DESCRIPTION UNITS QTY, UNIT TOTAL PRICE PRICE 1 Well Cleaning Each 5 518,000.00 $90,000.00 2 Well 5 Cleaning and Rehabilitation Each 1 $35,000.00 535,000.00 (lining and screen) TOTAL OPINION OF PROBABLE CONSTRUCTION COST $125,000.00 6.10 PROBABLE TOTAL PROJECT COST • The construction cost estimates herein represent the anticipated cost of improvements based on the current cost of construction. Cost estimates include the cost of materials, labor, overhead and profits for a contractor normally engaged in this type of work. Variables such as economic factors or construction contingencies could affect the final cost of improvements; A summary of the estimated probable construction costs for the selected plan is provided in Table 6.10.1. The preliminary opinion of probable construction cost for the proposed improvements is 51,979,500.00. An allowance for 15% contingency, equal to $305,000, is recommended for this project. • The total budget for construction for the proposed project is $2,284,500.00. A CURRY & ASSOCIATES, INC. CONSULTING ENGINEERS & ARCM-LEG/5 Chapter 6 - 5 LO_sicreencostle Preliminar3+Epaineerina Report Table 6.10.1 Opinion of Probable Construction Cost Table Description Cost 6.2.1 Pre- Chlorination System $187,000.00 6.3.1 Coagulant Feed System $21,500.00 6.4.1 Turbidity Monitoring $42,000.00 6.5.1 Filter Media Replacement $105,000.00 6.6.1 Clear Well Tank and Transfer Pumps $1,312,000.00 6.7.1 Backwash Recycling System $37,000.00 6.8.1 SCADA Control System $150,000.00 6.9.1 Well Rehabilitation $125,000.00 Opinion of Total Probable Construction Cost $1,979,500.00 Recommended Contingency (Approximately 2S%) $305,000.00 Opinion of Probable Construction Cost for All Projects $2,284,500.00 Total estimated project costs include the cost of construction plus non - construction expenses. Non - construction costs include items such as land, permits, fees for recording documents, engineering, construction observation, contract administration, legal, accounting, financing, and miscellaneous items of cost. Table 6.10.2 provides the selected plan cost summary with estimated non - construction costs. The estimated total of non - construction costs for this project is $391,000. The estimated total project cost for the City of Greencastle's selected plan is $2,675,500. 3 Rev.1: page revised 6/18/2014 CURRY & ASSOCIATES, INC. consu RNS ENGINEERS S ARCRRECIS Chapter 6 - 6 • City of Greencastle Preliminary Engineering Revort Table 6.10.2 Selected Plan Estimated Cost summary Item Total Cost Non- Construction Costs Land & Rights -of -way Acquisition $0.00 Engineering Fees Design, Bidding & Contract Administration (8.5 %) $163,000.00 Planning $20,000.00 Geotechnical Engineering - borings & report $8,000.00 • Environmental Consulting $0.00 Project Inspection $50,000.00 Preliminary Investigation Crow Bridge Well Field — Well Pump Testing $25,000.00 Hydrogeological Evaluation Study with Pump Test $10,000.00 Water Analysis — MPA Testing 520,000.00 Televised Well Inspection $20,000.00 Other Professional Services Bond Counsel 540,000.00 Financial Advisor $25,000.00 Legal Counsel $10,000.00 Non- Construction Cost Subtotal $391,000.00 Construction Cost Subtotal $1,979,500.00 Contingencies $305,000.00 Total Estimated Project Cost $2,675,500.00 6.11 PROJECT SCHEDULE The anticipated project schedule is provided in Table 6.11.1. The City of Greencastle will be in compliance with Surface Water Treatment Rules by April 2015. The proposed clear well tank may not be in service by April 2015, but the other improvements necessary for compliance will be in operation. The ' WT -5 operator staffing of the water treatment plant will have to be maintained during water production. This WT -5 operator staffing can be reduced when the clear well tank is in service. Q CURRY & ASSOCIATES, INC. s tkige cons - mums ENGINFFR5 L ARCHITECTS Chapter 6 - 7 • City ofGreencastle Preliminary Engineering Report Table 6.11.1: Proposed Project Schedule Project Component Date Submit PER to SRF On or before June 13, 2014 Public Hearing for PER June 18, 2014 Plan & Specification Submittal to IDEM August 2014 Anticipated PER Approval August 2014 Construction Permit Approval from IDEM September 2014 Advertise for Bids September 2014 Receive Bids for Project October 2014 Close on SRF Loan November 2014 Contract Award Immediately Following Close of SRF Loan Begin Construction December 2014 Substantial Completion of Construction May 2015 Final Completion of Construction July 2015 CHAPTER 6 FIGURES 6.6.1 Preliminary Site Plan for Clear Well Tank & High Service Pumps 6.7.1 Schematic for Backwash Recycle System A, CURRY & ASSOCIATES, INC. '`r'.7 CONSIJUING ENGINEERS L ARCHITECTS Chapter 6 . 8 Passed and adopted by the Common Council of the City of Greencastle, Indiana this I V' day of O'c4obui . 2014. COMMON COUNCIL OF THE CITY OF GREENCASTLE, INDIANA fist-✓ Adam Cohen. President Ji sie Bing.ham " "_" /y Mark Hammer Terre Smith Yhvlli� Rokicki G i Attest: yin • Dunbar. Jerk- Treasurer Presented by me to the Mayor of the City of Greencastle. Indiana on the Nth day of 2014, at the hour ofd _ ./ l t� Ly .a Dunbar. Clerk- Treasurer This ordinance approved and signed by me. the Mayor of the City of Greencastle, Indiana, on the 10 t day of ( cbEe_ , 2014, at the hour of 7_:_21.m. Susan V. Murray, Mayor -48 N 740200.2