HomeMy WebLinkAbout85-3-2660 (2)261
ORDINANCE NO.
ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF $12,020,000 PRINCIPAL AMOUNT (WHICH
MAY BE INCREASED OR REDUCED BY UP TO $500,000 TO AS MUCH AS
$12,520,000 OR TO AS LITTLE AS $11,520,000) OF CITY OF PADUCAH
WATER WORKS REVENUE REFUNDING BONDS, SERIES 1985, DATED APRIL 1,
1985, FOR THE PURPOSE OF (1) REFUNDING THROUGH ESCROW FOR
RETIREMENT EITHER AT MATURITY AND/OR WITH PARTIAL REDEMPTION IN
ADVANCE OF MATURITY, THE OUTSTANDING CITY OF PADUCAH WATER WORKS
REVENUE BOND ANTICIPATION RENEWAL NOTES, SERIES 1983, DATED
MARCH 1, 1983 AND CITY OF PADUCAH WATER WORKS REFUNDING REVENUE
BONDS, SERIES OF 1978, DATED APRIL 1, 1978; PROVIDING FOR THE
INVESTMENT OF A SUFFICIENT PORTION OF THE PROCEEDS OF SAID BONDS
= OF,4985 TO :PROVIDE ';FOR.THE ;PAYMENT :OF,;THE ,PRINCIPAL OF AND
INTEREST ON SAID NOTES AND BONDS AS SAME MATURE AND/OR AS SAME
ARE REDEEMED IN ACCORDANCE WITH THE TERMS THEREOF; SETTING FORTH
THE TERMS AND CONDITIONS ON WHICH SAID BONDS OF 1985 AND
ADDITIONAL BONDS RANKING ON A PARITY THEREWITH ARE TO BE AND MAY
BE ISSUED AND OUTSTANDING; PROVIDING FOR THE CREATION OF CERTAIN
FUNDS AND THE TRANSFERS OF AMOUNTS FROM CERTAIN EXISTING FUNDS;
PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
SAID BONDS OF 1985; PROVIDING FOR THE RIGHTS OF THE OWNERS OF
SAID BONDS OF 1985 AND THE ENFORCEMENT THEREOF; AND PROVIDING FOR
AN'ADVERTISED, PUBLIC, COMPETITIVE SALE OF SAID BONDS OF 1985.
WHEREAS, the existing Water Works System of the City is a revenue-producing public
project or System (the "System"), and
WHEREAS, -in that connection, the City presently has outstanding and
revenues of said System the following Notes and Bonds:
$16,200,000 principal amount of City of Paducah Water Works Revenue Bond
Anticipation Renewal Notes, Series 1983, dated March 1, 1983, now scheduled
mature on September 1, 1985, and
$1,280,000 principal amount of City of Paducah Water Works Refunding Revenue
Bonds, Series of 1978, dated April 1, 1978 (of an original principal amount of
$1,280,000 of Bonds), now scheduled to mature on July 1 in each of the years 1989
through 2002, and July 1, 2008, and
WHEREAS, the City deems it advisable to authorize the issuance and sale of $12,020,000
of City of Paducah Water Works Revenue Refunding Bonds, Series 1985, dated April 1, 1985, for
the purpose of providing funds for retirement of the Notes, of cancelling certain provisions
of previous Ordinances authorizing the above-described Notes and Bonds outstanding against the
System, and to provide greater flexibility to the City in financing future extensions,
additions, and improvements to the System, all as hereinafter set out, and
u
WHEREAS, the City also deems it advisable and necessary to finance the construction of
extensions, additions, and improvements to the existing System,
BE IT ORDAINEDjBY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS:
DEFINITIONS AND
"ACT" refers to Sections 82.082, 58.010 through 58.140 and 58.440 of the Kentucky
Revised Statutes, within the meaning of the decision of the Supreme Court of Kentucky in
case of HEMLEPP v. ARONBERG, Ky., 369 S.W. 2d 121.
"BOND", "OWNER", "HOLDER", and "PERSON" shall include the plural as well as the singular
number unless the, context shall otherwise_ indicate.. . The, ,term_"BONDHOLDER":or, "BONDOWNER"
means and contemplates unless the context otherwise indicates, the registered owner(s) of the
Current Bonds at the time issued and outstanding hereunder, or any of them. -
"BOND COUNSEL" refers to a nationally recognized firm of Bond Counsel, including the
firm of Rubin & Hays, Municipal Bond Attorneys, Suite 300, 209 South Fifth Street, Louisville,
Kentucky, which firm has prepared the legal proceedings for the issuance of the Current Bonds,
has furnished all of the customary services of Bond Counsel in this financing and will
continue to furnish such services until the Current Bonds are delivered and paid for,
including the rendering of the final approving legal opinion with regard to the legality of
the Current Bonds and the tax exemption of the interest thereon. A separate legal opinion
will be rendered by the law firm of Haynes & Miller, Washington, D.C., ("Special Tax Counsel")
and relied upon by Bond Counsel that the Bonds are not "arbitrage bonds" within the meaning of
Section 103(c) of the United States Internal Revenue Code of 1954, as amended.
262
"1978 BOND ORDINANCE" refers to the Ordinance enacted by the Governing Body of the City,
authorizing the "Bonds of 1978".
"1983 BOND ANDSNOTE ORDINANCE" refers to the Ordinance enacted by the Governing Body of
the City, authorizing -.the "Notes of 1983".
"BOND REGISTER" means the books and records maintained by the Bond Registrar as to the
registered ownership and transfers of ownership of the Current Bonds from time to time.
"BOND REGISTRAR", "REGISTRAR", "TRANSFER AGENT", or "PAYEE BANK" refers to the bank
which shall constitute the Bond Registrar, Transfer Agent, and Payee Bank with respect to the
Current Bonds, which Bank shall have the duties and responsibilities of (a) issuing semiannual
checks in payment of interest requirements as to the Current Bonds, (b) paying the principal
(and premium, if any) of same at maturity or applicable redemption prior to maturity upon
surrender of the Current Bonds, (c) authenticating, issuing, and delivering the Current Bonds
to the original purchasers of same in accordance with the sale of the Current Bonds, at the
direction of the Issuer, (d) maintaining the Bond Register, (e) handling exchanges,
cancellations, reissuance, redemption, and all appurtenant duties of a Bond Registrar and
Transfer Agent with respect to the Current Bonds, as hereinafter set out. The initial Bond
Registrar, Transfer Agent, and Payee Bank hereby designated is The Paducah Bank and Trust
Company, Paducah, Kentucky,; provided , however -- it +is :understood .that :the :Commissioners of
Water Works of the City reserve the right to designate a different FDIC instrumentality to
perform any and all of such functions of Bond Registrar, Transfer Agent, and Payee Bank as to
the Bonds.
"BONDS OF 1978" or "PRIOR BONDS" refers to the City of Paducah Water Works Refunding
Revenue Bonds, Series of 19783, dated April 1, 1978, presently outstanding in the amount of
$1,280,000.
"CERTIFIED PUBLIC ACCOUNTANT(S)" refers to an independent Certified Public Accountant or
firm of Certified Public Accountants, duly licensed in Kentucky, and may include Accountant(s)
regularly employed to:.;audit the financial affairs of the Water Works System and/or of other
financial matters of the Issuer.
"CITY" or "ISSUER' refers to the City of Paducah, Kentucky.
"CODE" or "INTERNAL REVENUE CODE" refers to the United States Internal Revenue Code of
1954, as amended.
"COMMISSION" or "COMMISSIONERS OF WATER WORKS" refers to the Paducah Commissioners of
Water Works created by Ordinance enacted by the City of Paducah vesting the management,
control, and operation of the municipal water works system in such Commission.
"CURRENT BOND ORDINANCE" or "THIS ORDINANCE" refers to this Ordinance authorizing the
Current Bonds.
"CURRENT BONDS" or the "BONDS" refers to City of Paducah Water Works Revenue Refunding
Bonds,.Serieso19853-dated-April 1; 1985_;_authorized_herein�F_whichf�willsbe.,issued inAhe3T
principal amount of not less than $11,520,000 and not more than $12,520,000, or to any of said
Bonds, in such amount as may be issued and sold by the Issuer (within such limits) pursuant to
the provisions hereof.
"CURRENT SINKING FUND DEPOSITORY" refers to the Bank at which the Current Sinking Fund
will be deposited. Initially such Bank shall be The Paducah Bank and Trust Company, Paducah,
Kentucky; provided, however it is understood that the Commissioners of Water Works of the City
reserve the right to designate a different FDIC instrumentality for such purpose.
"DEPRECIATION FUND DEPOSITORY" refers to the bank at which the Depreciation Fund shall
be deposited, which initially shall be Peoples First National Bank and Trust Company, Paducah,
Kentucky; provided, however, the Commissioners of Water Works of the City shall have the right
to designate from time to time a different FDIC instrumentality for such:purpose.
"ESCROW AGREEMENT" refers to the agreement between the .Issuer and the Escrow Bank,
authorized pursuant to Section 15A(3) of this Ordinance, providing for the --deposit of
sufficient funds in the Escrow Account created in the Escrow'Agreement for the purpose of
providing for the payment of principal of and interest on the Notes and Prior Bonds as same
mature and/or as same may be called for redemption prior to maturity.
"ESCROW BANK" refers to the Citizens Bank and Trust Company, Paducah, Kentucky, where
funds will be escrowed to pay all principal and interest of the Notes and Prior Bonds as same
become due and/or as part of such Notes and Prior Bonds may be called for redemption in -
advance of maturity.
"ESCROW FUND" refers to the City of Paducah Water Works System Revenue Bond Escrow Fund
(for.-Notes,jandr.Prio,rcBonds) created -in.,the iEscrew�,Agreement,-7and discussed :in.:detail .Yn
Section 15A(3) and B of this Ordinance.
"FISCAL AGENT" refers to J.J.B. Hilliard, W.L. Lyons, Inc., 545 South Third Street,
Louisville, Kentucky 40202.
"GENERAL FUND DEPOSITORY" refers to the Bank at which the General Fund shall be
deposited, which initially shall be Citizens Bank and Trust Company, of Paducah, Kentucky,
provided, however, the Commissioners of Water Works of the City shall have the right from time
to time to designate. -,a different FDIC instrumentality for such purpose.
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"GENERAL MANAGER' refers to the General Manager of the Paducah Water Works System.
"GOVERNING BODY" refers to the Board of Commissioners of the City of Paducah, Kentucky,
or such other body as shall be the governing body of the City under the laws of Kentucky at
any given time.
"INDEPENDENT ENGINEER" refers to an independent consulting Engineer or firm of Engineers
of excellent national reputation or of recognized excellent reputation in Kentucky in the
fields of waterworks system engineering.
"INTEREST PAYMENT DATE(S)" shall mean January 1 and July 1 of each year commencing
July 1, 1985.
"INVESTMENTS" refers to investments of funds on deposit in the various funds created
herein, and includes,.- (a) U. S. Obligations, as defined herein, and (b) interest-bearing time
deposits or Certificates of Deposit issued by FDIC Banks, fully secured, to the extent of the
amount in excess of the amount insured by the Federal Deposit Insurance Corporation, by a
pledge of direct obligations or obligations guaranteed by the United States of America, having
a fair market value, exclusive of accrued interest, equal to not less than 100% of such excess
amount.
"ISSUER" or "CITY" refers to the City of Paducah, Kentucky.
"ISSUER CHIEF OFFICER" refers to the Mayor of the City of Paducah, Kentucky.
"ISSUER CLERK" refers to the City Clerk of the City of Paducah, Kentucky.
"MAXIMUM ANNUAL DEBT'SERVICE" refers to the maximum amount falling due in any Sinking
Fund Year for payment of interest on and principal of the Current Bonds, including both
principal falling due and principal due by reason of call for mandatory redemption.
"MUNICIPAL BOND GUARANTY POLICY" refers to an insurance policy issued by the Municipal
Bond.Insurance Association, White Plains, New York=,�guaranteeing the payment=of whatever
principal amount of Current Bonds or commitments related thereto are described in such
insurance policy.
"MUNICIPAL BOND INSURANCE ASSOCIATION" or "MBIA" refers to the Municipal Bond Insurance
Association, White Plains, New York, which is a joint underwriting unincorporated association
consisting of five member insurance companies engaged in the business, among other things, of
insuring or guaranteeing the payment of the principal of and interest on municipal bond issues
and/or of certain Funds created or required to be maintained in connection therewith.
"NOTES OF 1983" OR "NOTES" refers to the City of Paducah Water Works Revenue Bond
Anticipation Renewal Notes, Series 1983, dated March 1, 1983, presently outstanding in the
amount of $16,200,000.
"OPERATION AND MAINTENANCE FUND DEPOSITORY" refers to the Bank at which the Operation
and Maintenance Fund shall be deposited, which initially shall be Citizens Bank and Trust
Company, Paducah, Kentucky; provided, however that the Commissioners of Water Works of the
City reserves the right from time to time to designate a different FDIC instrumentality for
such purpose.
"ORIGINAL PURCHASERS" or "PURCHASERS" refers to the Original Purchasers of the Current
Bonds at the public sale, including all members of their purchasing syndicate or group.
"OUTSTANDING BONDS" refers to the outstanding Current Bonds, and does not refer to, nor
include, (1) any of the "Notes" or "Prior Bonds" for the payment of the principal and interest
of which sufficient funds will have been escrowed, as permitted herein, or (2) any of the°
Previously Issued Bonds.
"PARITY BONDS" means bonds issued -in the future, which bonds issued in -the future, will,
pursuant to the provisions of this Ordinance, rank on a basis of parity with the Current
Bonds, and shall not be deemed to include, nor to prohibit the issuance of, bonds ranking
inferior in security to the Current Bonds.
"PREVIOUSLY ISSUED BONDS" refers to the bonds previously effectively defeased through
the issuance of the PriorBondsof 1978, which effectively defeased bonds consist of certain
water works bonds of the City, dated July 1, 1965 and October 1, 1972.
"PRIOR BOND ORDINANCES_" refers to the 1978 and 1983 Ordinances authorizing the.
outstanding Prior Bonds and Notes, respectively.
-
"PRIOR BONDS" refers to the outstanding bonds of 1978.
"REGULAR RECORD DATE" shall mean with respect to any Interest Payment Date, the close of
business on June 15 or December 15, as the case may be, next preceding such Interest Payment
Date, whether or not such June 15 or December 15 is a business day.
"RESERVE ACCOUNT INSURANCE POLICY" refers to an insurance policy issued by the Municipal
Bond Insurance Association, White Plains, New York, guaranteeing the payment of whatever
reserve account or commitment related thereto is described in such insurance policy.
"SINKING FUND YEAR" refers to July 1 through the ensuing June 30.
264
"SPECIAL TAX COUNSEL" refers to a nationally recognized firm of Tax Counsel, including
the firm of Haynes & Miller, 1156 Fifteenth Street, N.W., Washington, D.C. 20005, which firm
is rendering the separate Legal Opinion of Special Tax Counsel being relied upon by Bond
Counsel to the effect that the Current Bonds are not "arbitrage bonds" within the meaning of
Section 103(c) of the Code.
"SYSTEM" refers to the Water Works System of the City of Paducah.
"TERM BONDS" refers to the Current Bonds scheduled to mature on July 1-, 2004 and July 1,
2009, and which are required to be mandatorily redeemed in accordance with the schedules set
out in Section 5 hereof.
"U. S. OBLIGATIONS" refers to bonds, notes, or Treasury Bills which are direct
obligations of the United States of America or obligations fully guaranteed by the United
States of America,. including book -entry obligations of the United States Treasury -State and
Local Government Series, and Trust Receipts representing an ownership interest in direct
obligations of the United States. -
II. RECITALS
The factual background incident to the enactment of this Ordinance consists of the
following recitals (the "Recitals"):
A. The Issuer owns the existing Water Works System serving the Issuer and its environs
in McCracken County, Kentucky.
B. In connection -with such System the Issuer has outstanding and unpaid a total of
$16,200,000 principal amount of Notes maturing September 1, 1985, bearing interest at 6.20%
per annum, and $1,280,000 principal amount of the Prior Bonds, maturing in various amounts in
each of the respective years, 1989 through 2002, and 2008, bearing interest at rates ranging
from 5.25% to 6.05% per annum, as authorized by ordinances (the "Prior Bond Ordinances").
C. The Prior Bonds of 1978 were issued for the purpose, among other things, of
effectively defeasing the Previously Issued Bonds. ,All of the Prior Bonds, therefore, are
first lien Bonds, payable from and secured by a first pledge of the revenues derived from the
operation of the System. Since this Current Bond Ordinance authorizes the Current Bonds for
the purpose of effectively defeasing the Prior Bonds, and since the Current Bond Ordinance
includes a pledge by the Issuer of a first lien on the revenues of the System as security for
the Current Bonds, the Issuer finds that upon the issuance of the Current Bonds and the
application of the proceeds in accordance with this Ordinance and in accordance with the
Escrow Agreement, the Current Bonds will be secured by a first pledge of the revenues of the
System..
D. Provision is made in the Prior Bond Ordinance for the creation and maintenance of a
"Paducah Water Works Revenue Bond and Interest Redemption Fund of 1978" and for a "Bond Fund
Reserve" as a part thereof, which Bond Fund Reserve was required to be maintained in an amount
equal to the largest aggregate amount required to be paid for principal of and interest on the
Prior Bonds and any additional Parity Bonds in any year, including and subsequent to the year
in which falls the date of computation; and it is deemed by the Issuer to be advisable to
eliminate the covenant for the maintenance of such Bondjund Reserve and to substitute
therefore an account insured by the Municipal Bond Insurance Association.
E. It is deemed advisable and essential to the public interest to defease the
outstanding Prior Bonds by arranging to refund all of the Prior Bonds through the deposit and
investment in escrow of sufficient funds in cash and/or Investments_to assure payment of the
principal and interest of all of the Prior Bonds either as same mature or with partial
redemption in advance of maturity, in order to achieve the public purpose goals desired by the
Issuer, including (1) the maintenance of an insured Debt Service Reserve Account, without the
necessity of maintaining any cash and/or Investments on deposit in such Debt Service Reserve
Account, (2) the restructuring of the schedule of maturities and mandatory redemption require-
ments of the Outstanding Bonds, thus facilitating the ability of the City to issue and sell
bonds in the future in the financing of necessary extensions, additions, and improvements to
the System through the future issuance of additional Parity Bonds, and (3) possibly effecting
an interest cost saving through the refinancing of.the Prior Bonds.
F. The Issuer has been advised by its Fiscal Agent that such changes referred to in the
preceding paragraph E would not adversely affect and in fact would probably improve the future
marketability of the Issuer's Water Works Revenue bonds and any bonds ranking on a parity
therewith.
G. All of the Notes and Prior Bonds are current as to the payment of both principal and
interest and for the security of same certain funds and reserves are being maintained in the
amounts and manner prescribed by the respective Ordinances.
H. The Issuer has been advised by its Fiscal Agent and Bond Counsel that such proposed
refunding through escrow for the retirement of the Notes and Prior Bonds, may be accomplished
at this time by the issuance of the Current Bonds, as hereinafter provided, a portion of the
net proceeds of which, supplemented by additional available funds of the Issuer, will be
invested, at an interest rate or rates sufficient to provide funds to pay the principal and
interest requirements on the Notes and Prior Bonds as same mature and or as same may be
redeemed in advance of maturity.
I. Such refunding is authorized by the Act.
SECTION 2. AUTHORIZATION OF BONDS.
For the purpose of accomplishing the financings set out in the Recitals in Section 1
hereof, which recitals are hereby adopted, including both the retirement of the Notes and the
defeasance of the Prior Bonds, there are hereby authorized to be presently issued and sold
Twelve Million'Twenty-Thousand*Dollars ($12,020,000) principal amount of City of Paducah Water
Works Revenue Refunding Bonds, Series 1985, dated and bearing interest from April 1, 1985 (the
"Current Bonds" or the "Bonds"), which amount may be increased or reduced by as much as
$500,000, as provided in Sections'll and 12 hereof. Said Current Bonds shall mature serially
on July 1 of the respective years, as set out below, and shall bear interest payable
semiannually on the first days of January and July of each year (with the first interest
payment representing three months interest from the date of the Current Bonds), beginning on
July 1, 1985, at an interest rate or rates to be fixed by'Order of the Governing Body as a
result of the advertised sale of the Current 'Bonds.
The maturities of said $12,020,000 of Bonds (subject to revision as stated) shall be as
follows:
Maturity
Principal
Maturity
Principal
July 1,
Amount
July l
Amount
1985
$595,000
1992
$255,000
1986
135,000
1993
275,000
1987
145,000
1994
295,000
1,988 =,
.. 14'5,000
1995'
320,000
1989
210,000
1996
345,000
1990
220,000
1997
375,000
1991
240,000
1998
410,000
$3,360,000 Term Bonds due July 1, 2004.
$4,695,000 Term'Bonds due July 1, 2009.
The Term Bonds shall be subject to mandatory redemption as provided hereinafter in
Section 5.
SECTION 3. CURRENT BOND'S TO BE ISSUED AS FULLY
REGISTERED BONDS; REGISTERED OWNERS.
The Current Bonds shall be issued only in fully registered form, without coupons,
in the denomination of $5,000 or any integral multiple thereof within a single maturity, and
shall be numbered consecutively from R-1 upward. 'Each initially issued Bond and each Bond
issued prior to the first Interest Payment Date on'the Bonds, July 1, 1985, shall be dated as
of and shall bear interest from April 1, 1985. Each Bond issued (as a"result of exchange or
transfer) after such first Interest Payment Date on the Bonds shall be dated as of and shall
bear interest from the Interest Payment Date next preceding the date on which such 'Bond is
issued, unless such Bond is issued on an Interest Payment Date, in which case it shall be
dated as of and shall bear interest from such date of issue; provided, however, that if at the
time of issuance of any Bonds the interest thereon is in default, such Bond shall be dated as
of the date to which interest has been paid °in'full.
The person in whose name any Bond is'regis'tered on the Bond Register maintained by
the Bond Registrar, on -the-Regular Record'Date with respect to an Interest Payment Date, shall
be entitled to receive the interest payable on such Interest Payment Date (unless such Bond
shall have been called for redemption on a redemption date which is prior to such Interest
Payment Date) notwithstanding the cancellation of such Bond upon any registration of transfer
or exchange thereof subsequent to such Regular Record'Date and prior to such Interest Payment
Date, except in the event of default.
SECTION 4. PLACE OF PAYMENT AND MANNER OF EXECUTION.
The principal of (and premium, if any) and interest on the Current Bonds shall be
payable in -lawful money of the United States of America as they respectively become due,
whether at maturity or by prior redemption. Principal of each Bond is payable upon surrender
of same at the main office of the Payee Bank and Bond" Registrar. Interest on the Bonds shall
be paid by check mailed -by the Payee Bank" to the persons entitled thereto as of the end of
business on the Regular Record Date preceding each applicable'Interest Payment Date, at the
respective addresses appearing on the "Bond Register.
So long as any Current Bonds or Parity Bonds remain outstanding, the Registrar
shall keep at its principal office a Bond Register showing and recording a register of the
owners of the Bonds and shall provide for the registration and transfer `of -Bonds in accordance
with the terms of this Ordinance, subject to such reasonable regulations as the Registrar may
prescribe.
The Bonds shall be -executed.. -on behalf -.of "the -Issuer with the -duly authorized
reproduced facsimile signature of the Mayor, and the reproduced facsimile of the Issuer's
corporate seal shall be imprinted thereon and attested by the reproduced facsimile signature
of the City Clerk;'and said officials, by the execution of appropriate certifications', shall
adopt as and for their own proper signatures, their respective facsimile signatures on said
Bonds; provided the Authentication Certificate of Registrar must be executed by the manual
signature of the Registrar on each Bond before such Bond shall be valid, as set out in Section
8 below.
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These Bonds may be delivered initially in the form of a single, fully registered,
typewritten "Master Bond" in the full principal amount of the entire bond issue, registered in
the name of the Original Purchasers in substantially the form attached to and made a part of
this Bond Ordinance as Exhibit A. Such Master Bond shall be convertible through the issuance
of printed Bond Certificates to,the persons designated by the respective Original Purchasers.
Based on such format, with the Master Bond being signed with the manual signature of the Mayor
of the City, with the Official Seal of the City affixed and attested with the manual signature
of the City Clerk, and with the authentication Certificate of Registrar thereon being signed
by the Bond Registrar, the actual printed Bond Certificates may be executed in the manner
heretofore prescribed in this Section, without the manual signature of either the Mayor or the
City Clerk. It it hereby determined by the Issuer, upon the advice of Bond Counsel, that the
manual execution of the Master Bond by the City Officials shall constitute compliance with the
statutory requirement of one manual signature as to each subsequent "exchange Bond" issued in
substitution and exchange for the Master Bond or in exchange for any subsequent exchange Bond.
The Bond Registrar shall have the right to order the preparation of whatever number
of printed Bond Certificates as, in the sole discretion of the Bond Registrar, shall be deemed
necessary in order to enable the Bond Registrar to maintain an adequate reserve supply of such
Bond Certificates to effect properly the continuing transfers and exchanges of ownership of
Bond Certificates as same are sold, exchanged, and/or otherwise surrendered in the future. No
further action regarding the authorization or execution of additional Bond Certificates shall
be required by the Governing Body, the Mayor; or the City Clerk.
At least 5 business days prior to the delivery of the Master Bond, each of the
Original Purchasers ("Purchasers") shall furnish to the Bond Registrar, the name, address,
social security number or taxpayer identification number, principal amount, and maturities of
each party to whom the Bonds shall have been resold and in whose name the Bonds are to be
registered. The Bond Registrar shall then i-ssue and deliver to each respective Purchaser, not
more than 3 business days following the delivery of the Master Bond to the Original
Purchasers, fully registered printed Bond Certificates for each registered owner so designated
in substantially the same form as that set out in Section 10 hereof.
Pending the preparation of the definitive Bonds the Issuer may execute and, upon
the Issuer's request, the Registrar shall authenticate and deliver one or more temporary (or
Master) Bond(s) which are printed, lithographed, typewritten, mimeographed, or otherwise
produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of
which they are delivered, in fully registered form without coupons, and with such appropriate
insertions, omissions, substitutions, and other appropriate and necessary variations as the
officers of the Issuer executing such temporary Bond(s) may determine, as evidenced by their
signing such temporary Bond(s).
Until exchanged for Bonds in definitive form, such temporary and/or Master Bond(s)
shall be entitled to the benefit and security of this Ordinance. The Issuer shall, without
unreasonable delay, prepare, execute, and deliver printed Bonds to the Purchasers and/or their
designees, and thereupon, upon the presentation and surrender of the temporary or Master
Bond(s), such printed Bonds shall be delivered to the Purchasers and/or their designees in
exchange therefor. Such exchange shall be made without the making of any charge therefor to
any owner of the Bonds.
All Bonds shall be exchangeable and transferable upon the presentation and
surrender thereof at the office of the Registrar, duly endorsed for transfer or accompanied by
an assignment duly executed by the registered owner or his authorized representative, for a
Bond or Bonds of the same maturity and interest rate and in the denomination of $5,000 and/or
a multiple thereof within a single maturity, in an aggregate principal amount or amounts equal
to the unpaid principal amount of the Bond or Bonds presented for exchange. The Registrar
shall be and is hereby authorized to (authenticate and) deliver exchange Bonds in accordance
with the provisions of this Section 4. Each exchange, Bond delivered in accordance with this
Section 4 shall constitute an original contractual obligation of the Issuer and shall be
entitled to the benefits and security of this Ordinance to the same extent as the Bond or. -,-
Bonds in lieu of which such exchange Bond is delivered.
In the event of non-payment of interest on one or more maturities on a scheduled
Interest Payment Date, and for 30 days thereafter, a new record -date for such interest payment
for such maturity or maturities ("Special Record Date") will be established by the Registrar,
if and when funds for the payment.of such interest shall have been received from the Issuer.
Notice of the Special Record Date and of the Scheduled Payment Date of the Past Due Interest
("Special Payment Date", which shall be fifteen days after the Special Record Date) shall be
sent at least five business days prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each owner of a Bond, as shown on the Bond Register,
of such maturity or maturities appearing on the books of the Transfer Agent at the close of
business on the last business day next preceding the date of mailing of such notice.
SECTION 5. PROVISIONS AS TO MANDATORY AND OPTIONAL REDEMPTION.
(a) Mandatory Redemption of Term Bonds.
(1) Term Bonds Due on, July 1, 2004 and July 1, 2009.
The Bonds maturing on July 1, 2004 and on July 1, 2009 are subject to mandatory
redemption by lot at a redemption price of 100% of the principal amount thereof plus accrued
interest to the date of redemption on July 1 of the years and in the principal amounts shown
below:
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$3,360,000
Series 1985 Term Bonds
Due July 1, 2004
$4,965,000
Series 1985 Term Bonds
Due July 1, 2009
Year
Principal
Year
Principal
(July 1)
Amount
(July 1)
Amount*
1999
$445,000
2005
$ 755,000
2000
485,000
2006
825,000
2001
530,000
2007
905,000
2002
580,000
2008
1,130,000
2003
630,000
2009 (final
2004 (final
maturity
1,080,000
maturity)
690,000
(2) Credit Against Mandatory Redemption Requirements.
At the option of the Issuer, to be exercised at least 45 days prior to the date for
application of the mandatory redemption of the Current Bonds, the Issuer may receive a credit
against the mandatory redemption requirement for Term Bonds of the same maturity as the Term
Bonds subject to the application of such mandatory redemption requirement which, prior to the
date for application of such requirement (and for which a credit has not previously been
taken) (i) have been redeemed other than through the application of such mandatory redemption
procedure, and cancelled by the Registrar, or (ii) have been delivered to the Registrar by the
Issuer for cancellation.
(b) Optional Redemption.
The Bonds maturing on and after July 1, 1996, are subject to redemption prior to
maturity, at the Option of the City, on any interest payment date on and after July 1, 1995,
in inverse order of maturities and by lot within a single maturity at the following redemption
prices (expressed as a percentage of principal amount) plus accrued interest to the date of
redemption as follows:
Redemption Dates (Inclusive) Redemption Price
July 1, 1995 through July 1, 1996 102%
January 1, 1997 through January 1, 1998 101%
July 1, 1998 and thereafter 100%
The Issuer has entered into an agreement with MBIA to the effect that the Issuer
shall not exercise its option to redeem any of the Current Bonds without the consent of MBIA
if and whenever the Debt Service Reserve is not fully insured, or if any amount is owed to
MBIA with respect to the Reserve Account Insurance Policy.
(c) Redemption of Less Than All of a Single'Bond.
In the event that a Bond subject to redemption is in a denomination larger than
$5,000, a portion of such Bond may be redeemed, but only in a principal amount equal to $5,000
or any integral multiple thereof, if the Bond is one of the maturities or amounts or part of
the maturities or amounts called for redemption. Upon surrender of any Bond for redemption in
part, the Registrar shall (authenticate and) deliver an exchange Bond or Bonds in an aggregate
principal amount equal to the unredeemed portion of the Bond so surrendered.
(d) Notice of Redemption.
The Registrar shall give notice of any redemption by sending at least one such
notice by certified or registered mail not less than 30 and not more than 60 days prior to the
date fixed for redemption to the registered owner of each Current Bond to be redeemed in whole
or in part at the address shown on the Bond Register as of the date of mailing of such notice.
The Registrar may furnish one other form of such notice more than 60 days prior to the date
fixed for redemption, provided at least one such notice shall be sent not less than 30 nor
more than 60 days prior to such date. Such notice shall state the redemption date, the
Redemption Price, the amount (or number of months) of accrued interest payable on the
redemption date, the place at which the Bonds are to be surrendered for payment, and, if less
than all of the Bonds outstanding are to be redeemed, an identification of the Bonds or
portions thereof to be redeemed.. Any notice mailed as provided in this Section shall be.
conclusively presumed to have been duly given, whether or not the Bondowner receives such
notice. Prior to each redemption date, the Registrar shall make provision, to the extent
funds are then available therefor for the payment of the Redemption Price of the Bonds to be
redeemed on such date by setting aside and holding in trust an amount sufficient to pay such
Redemption Price. Upon presentation and surrender of any such Bond at the main corporate
trust office of the Registrar on or after -the date fixed for redemption, the Registrar shall
pay the Redemption Price of such Bond (including accrued interest) from the funds set aside
for such purpose.
All of said Bonds as to which the Issuer reserves and exercises the right of
redemption and as to which notice as aforesaid shall have been given, and for the retirement
of which, upon the terms aforesaid, funds are duly provided, will cease to bear interest on
the redemption date.
268
The required notice shall be deemed to have been given upon the Issuer furnishing
Notice of Redemption to the Registrar and upon the Registrar acknowledging that it has
instructions to send such notice and that it will do so at the proper time, even if the time
for furnishing such notice has not yet arrived.
SECTION 6. REFINANCING IN -THE PUBLIC INTEREST -
In accordance with the provisions of Section 58.440 of the Kentucky Revised
Statutes, it is hereby -determined that in the refunding of said -Prior Bonds, it is to -the -best
interest of the City that same be accomplished to the best advantage and in the public
interest even if same shall be accomplished at a rate or rates of interest higher than the
rates now applicable to said Prior Bonds (although it is contemplated that the total principal
and interest requirements of the Current Bonds allocated to the defeasement of the Prior Bonds
may not be greater than such requirements of the Prior Bonds and that an interest cost savings
may be effected) in order that the public purpose goals set out in Recital E hereof may be
achieved.
SECTION 7. MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
If any Current Bond -shall -be mutilated, lost -,-stolen, or destroyed, the Issuer may
execute, authenticate, and deliver a new Bond of like maturity and tenor in lieu of and in
substitution for the Bond mutilated, lost, stolen, or destroyed; provided that, in the case of
any mutilated Bond, such mutilated Bond shall first be surrendered to the Issuer, and in the
case of any lost, stolen or destroyed Bond, there shall be first furnished to the Issuer satis--
factory evidence of the ownership of such Bond and of such loss, theft, or destruction,
together with indemnity satisfactory to the Registrar. If any such Bond shall have matured,
the Issuer (through the Registrar) may pay the same instead of issuing a new Bond. The Issuer
and/or the Registrar may charge the owner of such Bond its (their) reasonable fees and
expenses in this connection.
SECTION 8. AUTHENTICATION OF BONDS. - -
The Current Bonds, after execution by the Issuer, shall be delivered to the Bond
Registrar. No Bond shall be valid or obligatory for any purpose or be entitled to any
security or benefit of this Ordinance unless and until such Bond has been duly authenticated
by the Registrar by the execution of the Authentication Certificate of Registrar appearing on
such Bond. Such Certificate appearing on any Bond shall be deemed to have been duly executed
by the Registrar if manually signed by an authorized officer of the Registrar. It shall not
be required that the same officer of the Registrar sign such Certificate on all of the Bonds.
The Issuer Officers shall execute and deliver to the Registrar a sufficient
quantity of Bonds to enable the Registrar to hold a quantity of Bonds, after the initial
delivery of the authorized issue of the Current Bonds for future authentication and exchange
for such Bonds as may be exchanged and transferred from time to time.
SECTION 9. CURRENT BONDS SECURED BY AND PAYABLE FROM
FIRST LIEN ON REVENUES OF SYSTEM.
All of the Current Bonds, with interest thereon, and any additional Parity Bonds
that may be issued and outstanding--under-.,the e-endit-ions-and restrictions of this Current Bond
Ordinance, are to be issued in anticipation of the revenues to be derived from the operation
of said Water Works System, all as hereinafter more specifically provided, shall be payable on
a first lien basis out of the "City of Paducah Water Works Sinking Fund of 1985" (the "Sinking
Fund of 1985"), created by this Bond Ordinance, as hereinafter specifically provided, and
shall be a valid first lien of the owners thereof against said Sinking Fund and against a
sufficient portion of the gross revenues of the System pledged to said Fund.
SECTION 10. BOND FORM.
The aforesaid authorized issue of Current Bonds shall be in substantially the
following form:
UNITED STATES OF AMERICA
COMMONWEALTH OF KENTUCKY
COUNTY OF McCRACKEN
CITY OF PADUCAH
WATER WORKS REVENUE REFUNDING BOND
No. R- CUSIP:
DATE OF ORIGINAL ISSUE: $
Principal Amount
INTEREST RATE: MATURITY DATE:
KNOW ALL MEN BY THESE PRESENTS: That the City of Paducah (the "City" or the
"Issuer") in the Commonwealth of Kentucky, for value received, hereby promises to pay, solely
from the special fund hereinafter identified, to
the Registered Owner, or his or its registered assigns, as hereinafter identified, upon
presentation and surrender of this Bond, the principal sum of
DOLLARS,
on the Maturity Date specified above, and to pay interest on said sum at the per annum
Interest Rate specified above, semiannually from the Date of Original Issue or from the most
recent Interest Payment Date.preceding _t.he date of or on which this Bond was authenticated,
unless this Bond is authenticated on an Interest Payment Date to which interest has been paid,
in which event it shall bear interest from that -date, on January 1 and July 1 of each year
("Interest Payment Dates"), unless redeemed (prepaid) prior thereto as hereinafter provided.
The principal of and premium, if any, on this Bond are payable upon surrender of this Bond, at
maturity or at earlier redemption prior to maturity, in lawful money of the United States of
America at the main office of The Paducah Bank and Trust Company; Paducah, Kentucky (the
"Payee Bank" and the -"Bond Registrar"). Interest due on this Bond shall be paid by check or
draft mailed by regular U. S. mail postmarked no later than the due date thereof by the Payee
Bank to the registered owner hereof at the address shown as of the 15th day of the month
preceding each Interest Payment Date on the Bond Register kept by the Payee Bank.
This Bond -is part of a duly authorized issue of Twelve Million, Twenty Thousand
Dollars ($12,020,000) principal amount of Bonds (said Bonds and any Bonds hereafter issued so
as to rank on a parity therewith being hereinafter sometimes collectively referred to as the
"Current Bonds" "the Bonds" or "these Bonds") authorized to be issued by the Issuer pursuant
to an Ordinance duly enacted (the "Current Bond Ordinance" or the "Bond Ordinance") under and
in full compliance with the Constitution and Statutes of the Commonwealth of Kentucky, and
more specifically Sections 82.082, 58.010 through 58.140 and 58.440 of the Kentucky Revised
Statutes, and within the meaning of the decision of the Supreme Court of Kentucky in the case
of HEMLEPP v. ARONBERG, Ky., 369 S.W. 2d 121, for the purpose of refunding (defeasing) the out-
standing City of Paducah Water Works Refunding Revenue Bonds, Series of 1978, dated April 1,
1978 (the "Prior Bonds"), and $16,200,000 principal amount of City of Paducah Water Works
Revenue Bond Anticipation Renewal Notes, Series 1983, dated March 1, 1983 (the "Notes")
maturing September 1, 1985, secured by a pledge of the revenues of the Water Works System of
the City (the "System").
The Prior Bonds and the Prior Notes were issued pursuant to said Statutes for the
purpose of making capital extensions, additions and improvements to the System.
Through appropriate escrow arrangements the Issuer has deposited into an escrow
fund sufficient proceeds of these Current Bonds, together with any other necessary and
available funds (hereinafter collectively referred to as the "Escrowed Funds"), which Escrowed
Funds, together -with the contractual income therefrom, shall be sufficient in amount to pay
the principal of and interest on all of the Prior Bonds and the Notes, either at maturity or
with partial redemption in advance of maturity, thereby defeasing (terminating) the respective
pledges of the income and revenues of the System securing said Prior Bonds and Notes.
These Current Bonds do not constitute an indebtedness of the Issuer within the
meaning of any constitutional or statutory provisions or limitations, but are payable as to
both principal and interest solely out of the gross revenues of'the System, a sufficient
portion of which gross revenues, to pay the principal of and interest on all of these Bonds,
as and when the same become due and payable, shall be set aside and deposited into the "City
of Paducah Water Works Sinking Fund of 1985" (the "Current Sinking Fund").
It is provided in and by the Current Bond Ordinance that additional bonds ranking
on a parity with the Current Bonds may be issued and outstanding upon the conditions and
restrictions provided in the Current Bond.Ordinance; and these Current Bonds, together with
such additional bonds ranking on a parity therewith as may be hereafter issued and outstanding
from time to time under the parity conditions and restrictions of the Current Bond Ordinance,
are and will continue to be payable from and secured by a:first pledge of the gross income and
revenues to be derived from the operation of the System.
The Issuer covenants that so long as any of the Current .Bonds and/or any additional
parity bonds are outstanding, the System will be continuously owned and operated as a
revenue-producing undertaking, and that the Issuer will fix-, charge, and adjust from time to
time as needed, such rates for the services and facilities of the System so that the income
and revenues therefrom willbe sufficient to pay all of .these Current Bonds, and any
additional parity bonds, andthe interest thereon., as the same become due, to provide for the
depreciation thereof, and to pay the cost of operation and maintenance of the System, provided
that as set out in the Current Bond Ordinance.
These Bonds are issuable as fully registered bonds in the denomination of $5,000
and any authorized multiple thereof within a single maturity. This Bond is transferable by
the registered owner hereof in person or by his attorney duly authorized in writing at the
main office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Bond Ordinance, and upon surrender and cancellation of this Bond, duly
endorsed for transfer or accompanied by an assignment duly executed by the registered owner or
his authorized representative. Upon such transfer being made, a new fully registered Bond or
Bonds of the same series and the same maturity of authorized denomination, for the same
aggregate principal amount, will be issued to the transferee in exchange for this Bond.
The Issuer and the Bond Registrar may deem and treat the registered owner hereof as
the absolute owner hereof for the purpose of receiving payment of principal hereof, premium,
if any, and interest due hereon and for all other purposes, -and neither the Issuer nor the
Bond Registrar shall be affected.by any notice to the contrary:.
270
REDEMPTION PROVISIONS
A. Mandatory Redemption.
The Term Bonds scheduled to mature on July 1, 2004 and on July 1, 2009, are subject
to mandatory redemption in accordance with the schedules hereinafter set forth:
(1) Term Bonds Scheduled to Mature on July 1, 2004.
The Term Bonds scheduled to,mature on July 1, 2004 in the amount of $3,360,000 must
be mandatorily redeemed in designated amounts on July 1 in each of 'the respective years, 1999
through 2003. The Bonds to be so redeemed shall be selected by the Registrar by lot in such
manner as may be determined in the discretion of the Registrar. Such Term Bonds due July 1,
2004 shall be so mandatorily redeemed at 100% of the principal amounts hereinafter specified,
plus accrued interest to the respective dates of mandatory redemption set out below:
Date of Mandatory
Redemption
July 1
1999
2000
2001
2002
2003
2004, final maturity,
unredeemed balance
Principal Amount to
be Mandatorily Redeemed*
(2) Term Bonds Scheduled to Mature on July 1, 2009.
$445,000
485,000
530,000
580,000
630,000
690,000
The Term Bonds scheduled to mature on July 1, 2009 in the amount of $4,965,000 must
be mandatorily redeemed in designated amounts on July 1 in each of the respective years, 2005
through 2008. The Bonds to be so redeemed shall be selected by the Registrar by lot in such
manner as may be determined in the discretion of the Registrar. Such Term Bonds due July 1,
2009 shall be so mandatorily redeemed at 100% of the principal amounts hereinafter specified,
plus accrued interest to the respective dates of mandatory redemption set out below:
Date of Mandatory
Redemption
July 1
2005
2006
2007
2008
2009, final maturity,
unredeemed balance
Principal Amount to
be Mandatorily Redeemed*
(3) Credit Against Mandatory Redemption Requirements.
$ 755,000
825,000
905,000
1,130,000
1,080,000
At the option of the Issuer, to be exercised at least 45 days prior to the date for
application of the mandatory redemption of the Current Bonds, the Issuer may receive a credit
against the mandatory redemption requirement for Term Bonds of the same maturity as the Term
Bonds subject to the application of such mandatory redemption requirement which, prior to the
date for application of such requirement (and for which a credit has not previously been
taken) (i) have been redeemed other than through the application of such mandatory redemption
procedure, and cancelled by the Registrar, or (ii) have been delivered to the Registrar by the
Issuer for cancellation.
B. Optional,Redemption.
The ;Current Bonds maturing on and after July 1, 1996, shall be subject to
redemption by the_Issuer prior to maturity, in whole or in part, in the inverse order of their
maturities (less than all of a single maturity to be selected by the Registrar by lot in such
manner as may be determined by the Registrar), on any Interest Payment Date falling on or
after July 1, 1995, upon payment of face amount plus a redemption premium constituting the
total Redemption Price, expressed in terms of a percentage of the face amount of the Bonds so
called for redemption, plus all accrued interest maturing on and prior to the redemption date,
as follows:
Redemption Dates (Inclusive) Redemption Price
July 1, 1995 through July 1, 1996 102%
July 1, 1997 through January 1, 1998 101%
July 1, 1998, or thereafter 100%
The Issuer has entered into an agreement with MBIA to the effect that the Issuer
shall not exercise its option to redeem any of the Current Bonds without the consent of MBIA
if and whenever the Debt Service Reserve is not fully insured, or if any amount is owed to
MBIA with respect to the Reserve Account Insurance Policy.
C. Redemption of Less Than All of a Single Bond.
In the event that a Bond subject to redemption is in a denomination larger than
$5,000, a portion of such Bond may be redeemed, but only in a principal amount equal to $5,000
or any integral multiple thereof, if the Bond is one of the maturities or amounts or part of
the maturities or amounts called for redemption. Upon surrender of any Bond for redemption in
part, the Registrar shall (authenticate and) deliver an exchange Bond or Bonds in an aggregate
principal amount equal to the unredeemed portion of the Bond so surrendered.
i
D. Notice of Redemption.
The Registrar shall give notice of any redemption by sending such notice by
certified or registered mail not less than 30 and not more than 60 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed in whole or in part
at the address shown on the Bond Register as of the date of mailing of such notice. The
Registrar may furnish one other form of such notice more than 60 days prior to the date fixed
for redemption, provided at least one such notice shall be sent not less than 30 nor more than
60 days prior to such date. Such notice shall state the redemption date, the -Redemption
Price, the amount (or number of months) of accrued interest payable on the redemption date,
the place at which the Bonds are to be surrendered for payment, and, if less than all of the
Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be
redeemed. Any notice mailed as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Bondowner receives such notice. Prior to each
redemption date, the Registrar shall make provision, to the extent funds are then available
therefor, for the payment of the Redemption Price of the Bonds to be redeemed on such date by
setting aside and holding in trust an amount sufficient to pay such Redemption Price. Upon
presentation and surrender of any such Bond at the main corporate trust office of the
Registrar on or after the date fixed for redemption, the Registrar shall pay the Redemption
Price of such Bond (including accrued interest) from the funds set aside for such purpose.
All of said Bonds as to which the Issuer reserves and exercises the right of
redemption and as to which notice as aforesaid shall have been given, and for the retirement
of which, upon the terms aforesaid, funds are duly provided, will cease to bear interest on
the redemption date. The required notice shall be deemed to have been given upon the Issuer
furnishing Notice of Redemption to the Registrar and upon the Registrar acknowledging that it
has instructions to send such notice and that it will do so at the proper time, even if the
time for furnishing such notice has not yet arrived.
This Bond is exempt from taxation (except Inheritance Taxes) in the Commonwealth of
Kentucky.
It is hereby certified, recited, and declared that all acts, conditions and things
required to exist, happen, and be performed precedent to and in the issuance of the Current
Bonds, have existed,"have happened, and have been performed, in due time, form and manner as
required,by law, that the amount of this Bond, together with all other obligations of said
City, does not exceed any limit prescribed by the Constitution or Statutes of the Commonwealth
of Kentucky, and that a sufficient portion of the gross income and revenues of the System has
been pledged to and will be set aside into the Sinking Fund by the City for the prompt payment
of the principal of and interest on this Bond, all of the Current Bonds, and all other bonds
ranking on'a parity therewith, including those which may be issued hereafter.
IN WITNESS WHEREOF, said City of Paducah, in the Commonwealth of Kentucky, has
caused this Bond to be executed on -its behalf with the duly authorized or reproduced facsimile
signature of the Mayor of said City, and the reproduced facsimile of its Corporate Seal to be
imprinted hereon and attested by the reproduced facsimile signature of its City Clerk, dated
as of the first day of April, 1985; provided, however, that this Bond shall not be valid or
become obligatory for any purpose, or be entitled to any security or benefit under the Bond
Ordinance pursuant to which it was authorized until the Authentication Certificate of
Registrar printed hereon shall have been executed by the manual signature of a duly authorized
representative of the Registrar.
Attest:
(Facsimile Signature)
City Clerk
By (Facsimile Signature)
Mayor
(Facsimile Seal)
THE AUTHENTICATION DATE OF THIS BOND IS:
(FORM OF AUTHENTICATION CERTIFICATE OF REGISTRAR)
AUTHENTICATION CERTIFICATE OF REGISTRAR
This is to certify that this Bond is one of the Bonds referred to in the within
Bond and in the Bond Ordinance authorizing same.
THE PADUCAH BANK AND TRUST COMPANY
Paducah, Kentucky, Bond Registrar
By
Authorized Officer
271
272
(FORM OF ASSIGNMENT)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
the within Bond and hereby irrevocably constitutes and appoints
attorney to transfer said Bond on the books kept for registration and transfer of this Bond,
with full power of substitution in the premises.
Dated:
In the presence of:
SECTION 11. SALE OF BONDS.
The Current Bonds shall be sold at public sale at a regular, adjourned regular, or
special, called meeting of the Governing Body,, after public advertisement as required by law,
informing prospective bidders that they may obtain from the City Clerk or from the Fiscal
Agent, a copy of the Off.icial,Statement, containing the Official Terms and Conditions of Sale
of Bonds, setting out the following specific terms and conditions:
A. Bids shall be required to be submitted upon a standard official "Bid Form" in
order to provide for the uniformity in submission of bids and ready
determination of the best bid.
B. Bidders shall be required to bid for the entire issue a minimum price of not
less than $11,779,600 (98% of par) for the $,12,020.,000 of Bonds, plus accrued
interest from the date of the Bonds (April 1, 1985) to the date of delivery,
payable by certified or bank cashier's check or checks (not by wire transfer)
in Federal Funds.
C. The determination of the best bid will be made on the basis of all bids
submitted for exactly $12,020,000 of Bonds as offered for sale under the terms
and conditions herein specified. The Issuer will, at the meeting of the
Governing Body which will be held to act upon the receipt of bids for the
Bonds, accept or reject such best bid, provided, however, the Issuer reserves
the right to increase or decrease the total amount of Bonds sold to such best
bidder in the amount of up to $500,000 ($5,000 denomination), with such
increase' or decrease to be in the Serial Bonds and/or Term Bonds with
proportionate adjustment in the mandatory redemption requirements applicable
to such Term Bonds rounded to the nearest $5,000,multiple, so that the total
amount of bonds awarded to such best bidder will be a minimum of $11,520,000
or a maximum of $12,,520,000. In the event of any such adjustment, no
rebidding or recalculation of the bids submitted will be required. The price
at which such adjusted amount of bonds will be sold will be at the same price
per $1,000 of,bonds as the price bid in the successful bid per $1,000 for the
$12,020,000 of Bonds initially offered for sale.
D. Each bid shall be accompanied by a good faith check in the amount of $120,200,
which shall be' represented by a certified check or bank cashier's check in
that amount payable in Federal Funds to the order of the City of Paducah,
Kentucky. Good faith checks of unsuccessful bidders will be promptly
returned. The check of the successful bidder will be held uncashed and will
be returned to such bidder at the time of payment by such bidder of the full
purchase price of the Bonds in Federal Funds.
E. Bidders must state an interest rate or rates in a multiple of 1/8, 1/10, or
1/20 of 1%.
F. There shall be no limit on the number of different rates which may be
specified in any bid and there shall be no maximum differential between the
highest and lowest interest rates stipulated in any bid.
G. All Bonds of the same maturity shall bear the same and a single interest rate
from the date thereof to maturity.
H. Interest rates must be on an ascending scale, in that the interest rate for
Bonds of any maturity may not be less than the interest rate stipulated for
any preceding maturity.
I. The right to reject bids for any reason deemed advisable by the Board of
Commissioners, and the right to waive any possible informalities,
irregularities, or defects in any bid which,, in the judgment of the Board of
Commissioners, with the advice of the Fiscal Agent, shall be minor or
immaterial, is expressly reserved.
J. Bids must be made on forms, which, together with an Official Statement, may be
obtained at the office of the City Clerk or from the Fiscal Agent, J.J.B.
Hilliard, W.L. Lyons, Inc., 545 South Third Street, Louisville, Kentucky
40202, telephone 502-588-8472. Bids must be enclosed in sealed envelopes
273
marked "Proposal for City of Paducah Water Works Refunding Revenue Bonds", and
bids must be received by the City Clerk prior to the date and hour set for the
sale.
K. The original purchasers (the 'Original Purchasers" or the "Purchasers") of the
Bonds will pay the CUSIP Service Bureau charge for the assignment of CUSIP
numbers, which numbers will be printed on the Bonds at no expense or cost to
the Purchasers. Neither the failure to print a CUSIP number on any Bond nor
any error with respect thereto shall constitute cause for a failure or refusal
by the Purchasers thereto to accept delivery of and pay for the Bonds in
accordance with the terms of the purchase agreement.
L. Delivery will be made on or about April 30, 1985, at the office of Rubin &
Hays, Suite 300, 209 South Fifth Street, Louisville, Kentucky 40202 on the
closing date, provided, however, the Purchasers shall bear any bank service
charge, if any, for processing the delivery of the Bonds and closing the
transaction.
M. It is anticipated that the City may tender the Bonds in the form of a single
fully registered Master Bond or similar documents to the Original Purchasers,
in which event, within not more than 3 days following such delivery such
Original Purchasers will be issued fully registered Bond Certificates (in the
denomination of $5,000 or any multiple of same within the same maturity) in
such names as shall have been properly designated to the Bond Registrar.
N. It shall be the responsibility of the Original Purchasers to furnish or cause
to be furnished to the Payee Bank/Registrar at least 5 days prior to the date
of delivery of the Bonds, a list of the names, addresses, social security
numbers or employer identification numbers, principal amount, and maturities
of each of the parties to whom the Bonds are to be registered. In the event
of the failure to so deliver such list, the Bonds delivered to the Original
Purchasers shall be registered in the name or names of such Original
Purchasers or their designated representatives appearing as the first name on
the successful Bid Form, or otherwise appropriately designated, and shall be
issued in denominations corresponding to the principal amount of each
respective maturity, as shall be determined by the Payee Bank/Registrar. The
Registrar shall issue and deliver to each respective member of the Original
Purchasers, within 3 business days after their initial delivery of the Bonds
(or of the Master Bond referred to above) fully registered Bond Certificates
for each registered owner designated as above provided.
0. Upon wrongful refusal of the Purchasers to take delivery of and pay for the
Bonds in Federal Funds when tendered for delivery, the amount of the good
faith check shall be forfeited by.such Purchasers, and such amount shall be
deemed liquidated damages for such default, provided, however, if said Bonds
are not ready for delivery and payment within forty-five (45) days from the
date of sale herein provided for, said Purchasers shall be relieved of any
liability to accept the Bonds hereunder.
It shall not be necessary that the published "Notice of'Bond Sale" set forth any or
all of the special conditions stated herein, but the substance thereof shall be made apparent
to prospective bidders in one or more of the appropriate documents, viz., the "Notice of Bond
Sale",_the Official Terms and Conditions of Sale of Bonds", and/or in the "Bid Form".
A suggested form of "Notice of Bond Sale", a suggested form of "Official Terms and
Conditions of Sale of Bonds", and a suggested form of "Bid Form", having been prepared in
advance, in accordance with the instructions of the Fiscal Agent, by Rubin & Hays, Municipal
Bond Attorneys, Louisville, Kentucky, and the same having been found to conform to the above
conditions, the same are hereby approved. The Notice of Bond Sale shall be signed by the City
Clerk, and may be used for the purpose of publishing notice of the sale of the Bonds. Copies
of said documents shall be furnished to a list of known interested bidders and to any
interested parties who may request same.
If, for any reason, it is determined that no bids should be accepted when the
Current Bonds are first offered for public sale, then, upon recommendation of the Fiscal
Agent, the Issuer Chief Officer shall be authorized to approve a change in the required
minimum bid price, and also to change the date and hour of the sale (upon observing all notice
requirements of Kentucky law), and the Issuer Chief Officer and/or the Issuer Clerk are
further authorized to readvertise such Bonds for public sale and to approve a revised Notice
of Bond Sale, Bid Form, and Official Terms and Conditions of Sale of -Bonds', and to distribute
same to prospective bidders, without the necessity of the Governing Body taking any further
action or granting any further authority for such proceeding s,..except,.that'no bid may be
accepted for the sale of such Bonds without the specific approval of the Governing Body.
SECTION 12. ACCEPTANCE OF BID FOR PURCHASE OF BONDS;
'DETERMINATION OF AMOUNT OF BONDS TO BE ISSUED
AND SOLD; DETERMINATION AS TO POSSIBLE PARTIAL
REDEMPTION OF PRIOR BONDS.
Upon the date and at the hour set forth for the opening and consideration of
purchase bids, as provided in the instruments hereinabove approved, the sealed bids received
by the City Clerk shall be publicly opened and publicly read by the presiding officer. If
there shall be one or more bids that conform in all respects to the prescribed terms and
conditions, the same shall be compared and the Board of Commissioners agrees that if it
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accepts any bid, it will, on the same day that such bids are received, accept the best of such
bids, as measured in terms of the lowest interest cost to the City,, as calculated in the
manner prescribed in the 'Official Terms and Conditions of Sale of Bonds". At that time, the
Governing Body may accept the successful bid for $12,020,000 principal amount of Bonds, which
amount may be increased or reduced by up to $500,000 ($5,000 denomination) with such increase
or decrease to be in the Serial Bonds and/or the Term Bonds with proportionate adjustment in
the mandatory redemption requirements applicable to such Term Bonds, rounded to the nearest
$5,000 multiple, so that the total amount of bonds awarded to such best bidder will be a
minimum of $11,520,000 or a maximum of $12,520,000. Also, at that time, the Board of
Commissioners may determine whether to provide for the redemption of part of the Prior Bonds
in advance of maturity and if so, which of such Prior Bonds shall be redeemed and on what
date.
If upon the basis of the foregoing, the Board of Commissioners shall accept a
purchase bid for the Current Bonds, the Board of Commissioners shall adopt a Resolution to
that effect, supply proper evidence of such acceptance to the bidder submitting the accepted
purchase bid, and thereupon arrangements shall be made for the Bonds to be printed in
accordance therewith.
Section 13. DETERMINATION THAT RETIRING NOTES AND REFUNDING OF
PRIOR BONDS IS TO THE BEST ADVANTAGE AND IN THE PUBLIC
INTEREST OF THE ISSUER EVEN IF AT SUBSTANTIALLY HIGHER
INTEREST RATES.
It is hereby determined that the Current Bonds shall be issued for the purpose of
providing for retirement of the Notes and of refunding the Prior Bonds through the escrow of a
sufficient portion of the Current Bonds, for the purpose of providing for the payment of the
principal of and interest on the Prior Bonds as same mature and/or as same are redeemed
according to their terms, in order to accomplish the public purposes listed in Recital E
hereof, even if the Current Bonds shall be sold to bear interest at rates higher than the
rates applicable to the Prior Bonds.
SECTION 14. CREATION OF SPECIAL FUNDS.
From and after the delivery of the Current Bonds, the System shall continue to be
operated as a water works system for the security and source of payment of the Current Bonds
and any Parity Bonds, on a fiscal year basis from July 1 of each year to June 30 of each
ensuing year, or on such other fiscal year basis as shall be adopted for the operation of the
System, with the initial fiscal period being a three month period from April 1, 1985 through
June 30, 1985; and the gross income and revenues of the System shall be set aside monthly and
allocated as set out below.
There are hereby established the following funds or accounts:
1. City of Paducah Water Works General Fund (the "General Fund" or the "Current
General Fund").
2. City of Paducah Water Works Bond Sinking Fund (the "Sinking Fund" or the
"Current Sinking Fund"), consisting of the Interest Account, Principal Account, and the
Current Debt Service Account as set forth in Section 20.
3. City of. Paducah Water Works Depreciation Fund (the "Depreciation Fund" or the
"Current Depreciation Fund").
4. City of Paducah Water Works System Operation and Maintenance Fund (the
"Operation and Maintenance Fund" or the "Current Operation and Maintenance Fund").
Moneys deposited into such respective Funds shall be maintained, invested, and
applied by the respective banks acting as depositories in the manner prescribed hereinafter in
Section 20F.
Deposits of various moneys shall be made into the various funds as provided in the
definitions herein of the various Depositories.
SECTION 15. DISPOSITION OF PROCEEDS OF CURRENT BONDS;
ESCROW FUND; INVESTMENT PROVISIONS;
ARBITRAGE LIMITATIONS.
Upon the sale and delivery of the Current Bonds and upon receipt by the Issuer of
the purchase price thereof, it is hereby acknowledged and ordered that:
A. Disposition of Proceeds.
(1) Payment of Fees and Expenses.
There shall first be paid therefrom the fee of the Fiscal Agenf,-J.J.B. Hilliard,
W.L. Lyons, Inc., the fee of the attorney for the Paducah Water Works Commission, the initial
fee of the Escrow (Agent) Bank, to the extent not otherwise provided herein, the insurance
premium of the Municipal Bond Insurance Association for the issuance of its Reserve Account
Insurance Policy, the fee of Haynes & Miller who have acted as Special Tax Counsel in
connection with the issuance of the Bonds, any applicable rating agency fee, and any other
pertinent expenses of the issuance_of the Current Bonds.
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(2) Deposit of Collected Accrued Interest in Current Sinking Fund.
An amount equal to the accrued interest collected from the Original Purchasers of
the Bonds for the period from the date of the Bonds to the date of delivery, shall be
deposited into the Current Sinking Fund created in Section 14 hereof.
(3) Deposit into Escrow Fund; Approval of Escrow Agreement.
There shall next be deposited in the Escrow Bank in a certain Escrow Fund created
in the Escrow Agreement, between the Issuer and the Escrow Bank, which Agreement is hereby
authorized to be executed by the Mayor following the acceptance by the Issuer of the
successful bid for the purchase of the Current Bonds, and which Escrow Agreement and Escrow
Fund are discussed in detail in Subsection B of this Section 15, a portion of the proceeds of
the Current Bonds, which, when added to whatever sum is otherwise transferred into such Escrow
Fund at that time, together with the contractual investment income to be realized from such
total amount, will be sufficient, based on corroborating certification of Coopers & Lybrand,
Certified Public Accountants, to provide for the payment of the principal of and interest on
the Notes and on the Prior Bonds at maturity and/or with partial redemption in advance of
maturity, and to pay the annual fees of the Escrow Bank in connection with such escrow. It is
acknowledged that Section 19 of this Ordinance provides for certain transfers of funds which
may have an effect on the provisions of this paragraph.
B. Escrow Fund.
A special Escrow Fund shall be created in the Escrow Agreement, and said Escrow
Fund shall be maintained on deposit at the Escrow Bank, which Fund shall be designated and
known as the City of Paducah Water Works System Revenue Bond Escrow Fund (the "Escrow Fund"),
and it is provided in Section 15B(2) below that there shall be deposited into said Fund
whatever portion of the proceeds of the Current Bonds shall be sufficient, when added to any
other funds, if any, made available by the Issuer and deposited in said Escrow Fund (herein-
after collectively referred to as the "Escrowed Funds") together with the contractual
investment income to be realized from such Escrowed Funds, to provide for the payment of the
principal of and interest on the Notes and on the Prior Bonds at maturity and/or with partial
redemption in advance of maturity, and to pay the annual fee of the Escrow Bank.
Simultaneously with the delivery of the Current Bonds on behalf of the Issuer, the
Issuer shall obtain a commitment or commitments for the investment of such Escrowed Funds in
U. S. Obligations, as defined in Section 1 above, (such investments and any uninvested cash in
the Escrow Fund being hereinafter collectively referred to'as the "Escrow Investments").
Escrow Investments so invested shall be scheduled to mature at such time and in such amounts
as are necessary to pay such requirements of the Notes and of the Prior Bonds and such fees of
the Escrow Bank. The Issuer Chief Officer, Issuer Clerk, and/or Chairman of the Paducah Water
Works Commission are hereby authorized to act on behalf of the Issuer in obtaining such a
commitment or commitments directly or through the designee of either of them. If, and to any
extent that the Escrowed Funds shall be inadequate or in excess of the amount necessary to
accomplish the required objective, the Issuer covenants as follows:
(1) Excess or Inadequate Amount in Escrow Fund.
(a) If and to the extent that same are inadequate, the Issuer will transfer
or cause to be transferred sufficient funds from the existing surplus funds of the
System and/or from other available funds, to accomplish the purpose hereinafter
specified in subsection 2 of this subsection B.
(b) If and to the extent that same are in excess of the amount required,
after the final maturity date and/or applicable redemption date of the Notes and of
the Prior Bonds, for the retirement and/or redemption of the Prior- Bonds, including
those matured and/or called Prior Bonds not yet presented for payment, as provided
in the Escrow Agreement, such excess amount shall be transferred immediately to the
Revenue Fund and treated as a part of the amount transferred pursuant to Section
20B hereof.
(c) The Issuer certifies that the purpose of providing in Section 12 for the
possible increase or reduction in the amount of the Bonds to be sold is to
eliminate or reduce the possibility of there being an over -issuance or
under -issuance of the amount ofiCurrent Bonds necessary to accomplish the required
objectives.
(2) Escrow Fund Earmarked and Pledged to Pay Prior Bonds.
Amounts on deposit in the Escrow Fund shall be earmarked, pledged, and held for
credit to the account of the Escrow Fund created in the Escrow Agreement and shall be applied
in accordance therewith.
SECTION 16. FEDERAL LIMITATIONS ON INVESTMENT OF FUNDS.
The Issuer covenants and certifies, in compliance with Federal arbitrage
regulations, on the basis of known facts and circumstances in existence on the date of
enactment of this Current Bond Ordinance, that it is not expected that the proceeds of the
Current Bonds or the revenues of the System will be used in a manner which would cause such
Bonds to be "arbitrage bonds," within the meaning of Section 103(c) of the Code and the
applicable regulations. The Issuer covenants to the purchasers and/or holders of the Current
Bonds that (1) the Issuer will make no use of the proceeds of said Bonds, or the revenues of
the System, which, if such use had been reasonably expected on the date of issue of such
276
Bonds, would have caused such Bands to be "arbitrage bonds", and (2) that the Issuer will
comply with (i) all of the requirements of Section 103(c) of the Internal Revenue Code, and
(ii) all of the requirements of applicable Income Tax Regulations thereunder, to whatever
extent is necessary to assure that the Current Bonds shall not be treated as "arbitrage
bonds".
The Issuer acknowledges- that Section 103-{c)(2) of the -Code and the applicable
regulations thereunder require that the portion of the Current Bonds deposited in the Escrow
Fund be invested at a yield no greater than the actuarial yield applicable to the Current
Bonds.
The Issuer reserves the right to make any investment permitted by State Law if,
whenever, and to the extent that Section 103(c) or regulations promulgated thereunder shall be
repealed, amended, or relaxed, or shall be held void by a final decision of a court of
competent jurisdiction, but only if any investment made by virtue of such repeal, or
relaxation, amendment, or decision would not, in the opinion of recognized Bond`Counsel or
Special Tax Counsel, result in making the interest on the Current Bonds or any Parity Bonds
subject to Federal income taxation.
Prior to or at the time of delivery of the Current Bonds, the Mayor and the City
Treasurer, who are jointly and severally charged with the responsibility for the issuance of
the Current Bonds, are jointly and severally authorized to execute the appropriate
certification with reference to the matters referred to above, setting out all known and
contemplated facts (apart from legal conclusions) concerning such anticipated construction,
expenditures, and investments, including the execution of necessary and/or desirable certifica-
tions of the type contemplated by the "Arbitrage Regulations", as amended, in order to assure
that interest on the Current Bonds will be exempt from all Federal income taxes and that such
Bonds will not be treated as "arbitrage bonds".
SECTION 17. DEFEASANCE OF CURRENT BONDS.`
The Issuer reserves the right, at any time, to cause the pledge of the revenues
securing the Current Bonds and all Parity Bonds, to be defeased and released by paying an
amount into an irrevocable escrow sufficient, when invested (or sufficient without such
investment, as the case may be) in cash and/or U. S. Obligations (the "Future Escrow"), to
assure the availability in such Future Escrow of an adequate amount (a) to call for redemption
and to redeem and retire all of such Outstanding Bonds, both as to principal and as to
interest, on any optional redemption date, including all costs and expenses in connection
therewith, and to pay all principal and interest falling due on such Outstanding Bonds to and
on said date, or (b) to pay all principal and interest requirements on such Outstanding Bonds
as same mature, without redemption in advance of maturity (other than by scheduled mandatory
redemption) the determination of whether to defease under (a) or (b) or both to be made by the
Governing Body of the Issuer. Such Future Escrow shall have such maturities as to assure that
there will be sufficient funds for such purpose. If such defeasance is to be accomplished
pursuant to (a), the Issuer shall take all steps necessary to publish appropriate notice of
the redemption of such Outstanding Bonds on whatever redemption date is determined. Upon the
proper amount of such investments being placed in escrow and so secured, such revenue pledge
shall be automatically fully defeased-and-released-without-any further action being necessary.
Provided (1) no such defeasement shall be accomplished through the use of amounts on deposit
in the Debt Service Reserve or through any other funds if such defeasement would, in the
opinion of recognized Bond Counsel or Special Tax Counsel, adversely affect the exemption of
interest on any of the Outstanding Bonds'from Federal income taxation, and (2) no such defease-
ment shall require that any Bonds be redeemed''in advance of maturity if a right to defease the
Bonds without redemption in advance of maturity shall have become vested.
SECTION 18. NOTES AND PRIOR BONDS WILL BE FULLY PROVIDED FOR
THROUGH ESCROW OF THE PROCEEDS OF THE CURRENT BONDS.
Provisions thus having been made for the orderly payment until final maturity
and/or redemption of all of the principal of and interest on the Notes and on the Prior Bonds,
as same are scheduled to mature and/or are called for prior redemption according to their
terms, it is hereby recognized and acknowledged that as of the date of delivery of the Current
Bonds, provision will have been made for the performance of all covenants and agreements of
the Issuer incident to the issuance of the respective Notes and Prior Bonds, and that accord-
ingly, and in compliance with all that has been heretofore provided, the Issuer will have no
further obligation with reference to the Notes or to the Prior Bonds, except to assure that
the Notes and the Prior Bonds are paid from the funds so escrowed in accordance with the
provisions of the Escrow Agreement.
It is expressly provided and covenanted that all of the provisions for the payment
of the principal of and interest on the Notes and on the Prior Bonds from the Escrow Fund,
shall be strictly observed and followed in all respects, and the income from the Escrow Fund
shall not be applied for any purpose other than the payment of principal of and interest on
the Notes and on the Prior Bonds at maturity and/or with partial redemption in advance of
maturity according to their terms until the date of scheduled final payment--of-the Notes and
of the Prior Bonds which have matured and/or have been called for prior redemption, after
which time any surplus then remaining in the Escrow Fund in excess of the amount earmarked for
matured and/or called Notes or Prior Bonds not yet presented for payment, shall be treated as
current revenues of the System and so applied.
SECTION 19. TRANSFERS FROM EXISTING FUNDS AND DEPOSITS
FROM PROCEEDS OF CURRENT BONDS SIMULTANEOUSLY
WITH DELIVERY OF CURRENT BONDS;
Simultaneously with the delivery of the Current Bonds, the Issuer covenants that
except as set out below in this Section, all amounts remaining in the Funds, Accounts and
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Reserves created and maintained in connection with the Prior Bonds will be transferred into
the respective similar funds bearing similar names created in and by this Ordinance; provided
that approximately $5,000,000 of cash and investments in various funds and accounts of the
Notes and Prior Bonds will be used to structure the Escrow and/or pay certain costs related to
the issuance of the Current Bonds.
SECTION 20. NEW FLOW OF FUNDS.
A. Current General Fund.
From and after the delivery of the Current Bonds, the System shall continue to be
operated as a revenue-producing public project or System and shall be operated for the purpose
of this Ordinance ona Sinking Fund year basis commencing on July 1 of each calendar year and
ending on the next succeeding June 30 (hereinafter sometimes referred to as the "Sinking Fund
Year") or such other appropriate fiscal year as shall be designated by the Governing Body, and
all of the gross income and revenues of the System shall be set aside into the separate and
special fund designated as the "City of Paducah Water Works General Fund (the "Current General
Fund" or the "General Fund") from which fund sums deposited therein shall be apportioned to
the various funds and accounts as set out in the ensuing subsections of this Section 20.
B. Current Sinking Fund.
As specified in Section 14 hereof, there shall be and there is hereby created a
special fund to be known as the "1985 Water Works Revenue Bonds Sinking Fund" (the "Current
Sinking Fund"), which Sinking Fund shall consist of three separate accounts, viz. an Interest
Account, a Principal Account, and a Debt Service Reserve Account (which latter account shall
be known as the "Sinking Fund Reserve" or as the "Debt Service Reserve"). Hereinafter said
three accounts will sometimes be referred to as (the "Three Sinking Fund Accounts").
There shall be transferred on or before the 25th day of each month from the Current
General Fund and deposited into the Current Sinking Fund, to be apportioned as hereinafter set
out, an amount sufficient to satisfy the amounts required to be deposited from the Current
General Fund into the Three Sinking Fund Accounts. The amounts to be so set aside and paid
into the Current Sinking Fund in each month, in equal installments shall be amounts to pay the
annual debt servicerequirements of the Current Bonds as same fall due, which amounts are more
specifically determined to be as..follows:
(1) Interest Account: Amounts sufficient in the aggregate, to pay the interest on
the Current Bonds and on any outstanding Parity Bonds (if any) falling due on
the next succeeding Interest Payment Date. Amounts on deposit in the Interest
:Account shall be used solely for the payment of interest currently falling due
on the Current Bonds and on any additional Parity Bonds.
(2) Principal.. Account: Amounts sufficient in the aggregate, to pay the principal
of the Current Bonds and any outstanding Parity Bonds maturing, or falling due
by reason .of the mandatory redemption of Term Bonds, on the next succeeding
July 1 (Principal Payment Date). Amounts on deposit in the Principal Account
shall be used solely for the purpose of paying the prinicipal of the Current
Bonds and any additional Parity Bonds when due at maturity or pursuant to any
.mandatory call for redemption.
(3) Current Debt Service Reserve Account: This account shall be held for the
benefit of the -,holders of the Current Bonds and any additional Parity Bonds
and shall be used solely for the purpose of paying principal of or interest on
such Current Bonds or Parity Bonds as to which there would otherwise be a
default. There shall be deposited into the Debt Service Reserve Account in
each month an amount equal to at -least 1/12 of the required Maximum Annual
Debt -Service until such Maximum Annual Debt Service shall have been
accumulated; provided,. however, that the foregoing requirement for monthly
deposits into this account shall be considered satisfied so that no deposit
shall be required to be made into that account so long as the amount on
,deposit therein (including the maximum amount then payable under all Reserve
Account insurance policies) shall equal the Maximum Annual Debt Service.
Provided, that in the event that any funds shall be paid by any Reserve Account
Insurance Policy or funds then on deposit shall be withdrawn from the Debt Service Reserve
Account, the Issuer shall.be obligated to transfer funds from the Current -General Fund to the
Current Debt Service Reserve Account in each month in an amount equal to at least 1/12 of the
Maximum Annual Debt Service, until such Maximum Annual Debt.Service has been restored or until
the face amount of the Reserve Account Insurance Policy (together with the amount then on
deposit in the Current Debt Service Reserve Account) shall equal the Maximum Annual Debt
Service.
Provided, however-, that no.further
Fund after and so: long as such amount of the
amount then held in the Current Sinking Fund,
shall be equal to the..entire amount required
Parity Bonds then outstanding and paying all
such retirement and/or redemption.
payments need be made into the Current Sinking
Current Bonds shall :have been retired that the
.including the Debt Service Reserve Account,
to retire and/or redeem all Current Bonds and any
interest that will accrue to or at the time of
If for any reason the Issuer shall fail to pay into the Current Sinking Fund the
amount required to be..paid into such Fund in any month, then an amount equal to such
deficiency shall be set apart from the gross revenues of the System and paid into the Current
Sinking Fund from the first available income and revenues.
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All amounts on deposit in the Current Sinking Fund, including all Three Sinking
Fund Accounts, shall constitute a trust fund and shall be and are hereby earmarked and pledged
for the security and source of payment for the Current Bonds and any Parity Bonds.
Amounts on deposit in the Current Debt Service Reserve, including amounts available
under the Reserve Account Insurance Policy, may be withdrawn and used by the Issuer, when
necessary, and shall be so withdrawn and used if and to the extent necessary to prevent the
occurrence of an Event of Default, for the purpose of making payments of principal of and
interest on the Current Bonds (including both principal maturities and mandatory redemptions)
if the amounts on deposit in the Current Sinking Fund are not sufficient to make such
payments.
On or before the 26th days of December and June in each year, the Current Sinking
Fund Depository shall transfer from the Sinking Fund (and from the Reserve Fund therein if
necessary) a sum equal to the interest or a -sum equal to -the principal and interest, as the
case may be, becoming due on the next following respective January 1 or July 1, and deposit
the same in an account hereby created and identified as "City of Paducah 1985 Water Works
Revenue Bond and Interest Payment Account" and shall notify the Payee Bank that the same is
held as a trust fund to be drawn upon by the Payee Bank to pay maturing interest installments,
and/or principal and interest installments, as the case may be, in accordance with the terms
of the Current Bonds. The Current Sinking Fund Depository, the Payee Bank, and the City Clerk
shall keep appropriate records as to payment of principal and interest installments.
In the event.that the Current Sinking Fund Depository does not have sufficient
funds to transfer the required amounts to the Payee Bank as specified in the foregoing, the
Current Sinking Fund Depository shall advise the Payee Bank of the amount of any deficiency in
the amount so transferred so that the Payee Bank may give appropriate notice required to
provide for the payment of such deficiency from any Reserve Account Insurance Policy on
deposit in the Current Debt Service Reserve Account.
No distinction or preference shall exist in the use of moneys on deposit in the
Current General Fund for payment into the.Interest Account and the Principal Account, such
accounts being on a parity with each other.
As and when additional Parity Bonds are issued, provision shall be made similarly
for increasing the Current Debt Service Reserve, if necessary and to the extent not fully
funded concurrently with the issuance of such Parity Bonds, to not less than the Maximum
Annual Debt Service Reserve applicable to all bonds then scheduled to be outstanding
(including Current Bonds and such additional Parity Bonds) falling due in any 12 month period
thereafter, by deposit of monthly amounts equal to at least 1/12 of the amount necessary to
accumulate such additional Debt Service Reserve within a period of two years.
Income from any investment of the proceeds of any Parity Bonds deposited in the
Debt Service Reserve may be credited to the then current construction account until completion
of the then current construction project, and after such completion, as certified by the
Engineers, such income shall be credited to the Interest Account in the Current Sinking Fund;
interest received from any investment of collected accrued interest and the proceeds of such
Parity Bonds representing interest during construction deposited in the Interest Account may
also be credited to the then current construction account pending disbursement of such sums
and proceeds to pay the interest on the Parity Bonds, provided, further, that no such
investment income shall be so credited to the then current construction account unless all
payments otherwise required to be made into the particular accounts in the Sinking Fund are
current and there are no deficiencies in any of such Accounts.
C. Current Depreciation Fund.
Whenever the balance on deposit in the Current Depreciation Fund created in
Section 14 hereof shall be less than $500,000, or such greater amount as may be determined by
the,Issuer (the "Required Depreciation Balance"), there shall be transferred from the General
Fund and deposited into the Depreciation Fund, on or before the 25th day of each month, an
amount equal to ten percent (10%) of the balance on deposit in -the Current Revenue Fund, which
deposits shall continue until_there.has,been:accumulated not less than the sum of $500,000.
Provided that so long as the Required Depreciation'Balance shall be maintained in
such Current Depreciation_Fund,-.no.further deposits shall be required to.be made therein.
Moneys in-therCurrent Depreciation Fund may be withdrawn and used upon appropriate
certification by whatever Issuer official is duly authorized by the Governing Body of the
+Issuert;to make-such-certification,tor the purpose of paying the costs of making unusual or
extraordinary maintenance, repairs,.renewals, and/or replacements to the System, not included
in the Annual Budget of Current:Expenses, which would-be necessary to keep the System -in good
operating condition, only when there is not sufficient money for such purpose included -.in the
Annual Budget, or for paying the costs of contracting extensions, additions, and/or
improvements to the System which will either enhance:the:revenue-producing capacity of the
System or provide a -higher degree of service; provided, however,. that iU the available balance
in the Sinking:Fund and the Debt Service Reserve Account on June 15 or December 15 shall be
-insufficient to,pay the next maturing installment of interest and/or principal (including
mandatory redemption payments) falling due on the Current Bonds, the City shall withdraw and
transfer from the Depreciation Fund such amounts as may be required to eliminate the
deficiency in the Sinking Fund and to avoid a default. Provided, further, that any such
withdrawal shall be promptly restored to the Depreciation Fund from the first revenues of the
System available (1) in the event that other legally available moneys of the System, including
the proceeds of Reserve Account Insurance, if any, shall be available, (2) if any surplus
funds are available after meeting all current requirements of the Sinking Fund, including the
279
Debt Service Reserve Account, or (3) as shall be determined by the Board. However, it is not
anticipated that any sums in the Depreciation Fund will be used to meet requirements of the
Sinking Fund.
There shall also be deposited in said Depreciation Fund the proceeds of any
property damage insurance not immediately used to replace the damaged or destroyed property of
the System. Such deposits shall not reduce or serve as a credit against the amount of the
Required Depreciation Balance otherwise required or any other amounts required to be deposited
into the Current Depreciation Fund. - -
As and when additional Parity Bonds are issued, provision shall be made for
additional payments into the Depreciation Fund (thus increasing the Required Depreciation
Balance) in whatever amount shall be recommended by the Engineers and/or determined by the
Governing Body of the Issuer, provided such additional amounts shall be accumulated therein as
provided above.
All funds on deposit in the Depreciation Fund skull be kept separate and apart from
all other municipal funds and shall be deposited, secured, and/or invested in the manner
provided in Section 20F.
D. "Current Operation and Maintenance Fund.
After the requirements of the preceding two funds described above have been
satisfied, there shall be transferred from the balance of the income and revenues remaining in
the Revenue Fund on or before the 25th day of each month, into the Current Operation and
Maintenance Fund, such amount as shall be determined by the Governing Body to be necessary and
sufficient to pay the reasonable and current expenses of operating, maintaining, and insuring
the System for the two months following such 25th day. After the 25th day of each month,
further transfers may be made in like manner only if and to the extent that it shall become
necessary to pay such expenses actually accrued and payable.
All costs of operating, maintaining, and insuring the System shall be paid from the
Current Operation and Maintenance Fund.
All funds in the Current Operation and Maintenance Fund shall be maintained
separate and apart from all other municipal funds and shall be deposited, secured, and/or
invested in the manner provided hereinafter in Section 20F.
E. Surplus Balances in the General Fund.
if and whenever, on July 1 of any year, all specified and required transfers and
payments into the -special funds hereinabove provided have been made and there is a balance on
deposit in the General Fund in excess of the amount required to be transferred during the
ensuing three months of the ensuing Sinking Fund Year into said special funds, all or any part
of such excess may, -within 1 60 days after such July 1, be used as -follows:
(1) To retire or redeem outstanding Current Bonds in inverse order of
maturities in accordance with the terms thereof;
(2) To purchase Current Bonds or Parity Bonds, at the sole option and
discretion of the City, at a price not to exceed the then applicable or next
applicable redemption price of such respective series of bonds;
(3) To transfer additional amounts to the Debt Service Reserve Account, the
Operation and Maintenance Fund, or the Depreciation Fund;
(4) To repay any amounts, if any, drawn under the Reserve Account Insurance
Policy, including interest thereon;
(5) To pay the debt service requirements of any outstanding subordinate
obligations payable from the income and revenues of the System; or
(6) For any other lawful corporate purpose of the City related solely to the
System.
Except as otherwise provided expressly herein, the determination of what and how
funds are to be invested, and without limiting the generality of the foregoing, how any excess
or surplus funds shall be invested, shall be as directed by the Commissioners of Water Works,
unless there is a question as -to whether such action might cause the Bonds to be "arbitrage
bonds" within the meaning of Section 103(c) of the Code, as amended, in which event such
action shall not be taken without first obtaining the opinion of recognized Bond Counsel or
recognized Tax Counsel to the effect that such action will not cause the_Bonds to become
"arbitrage bonds".
F. Security for and Investment of Deposits.
The Issuer covenants and agrees to establish and maintain the respective Funds as
provided herein and all funds so deposited, to the extent that same shall cause deposits of
the Issuer in the Depository Bank to exceed the amount insured by the FDIC shall be
continuously secured by a valid pledge of bonds or notes of the United States Government
having an equivalent market value; or same shall be secured by a surety bond or bonds
furnished by a surety company or companies qualified or authorized to do business in Kentucky;
or such portion of such Funds as shall be designated by the Commissioners of Water Works shall
be invested in Investments as defined herein, maturing as needed under this Ordinance;
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provided no investment shall be made in any obligations maturing later than five years from
the date of investment. All such Investments shall be valued for the purposes hereof in terms
of their market value on the then next preceding January 1 or July 1, whichever is later.
Said Depository shall be obligated to send written notice to the Issuer of the need
for investment directions if and whenever funds in excess of $10,000 shall remain uninvested
for a period of more than 5 days.
SECTION 21. DETERMINATION BY ISSUER THAT PROPORTIONS
OF REVENUES TO BE DEPOSITED ARE CORRECT.
The Governing Body of the Issuer hereby finds and determines that, exclusive of the
payments required to be made into the Current Sinking Fund, the amounts which are provided to
be paid into the Depreciation Fund and into the Operation and Maintenance Fund are proper and
sufficient -for the purposes thereof.
SECTION 22. ISSUER OFFICIALS TO BE BONDED.
The Issuer will cause each municipal officer or other person having custody of any
moneys administered under the provisions of this Ordinance to be bonded at all times in an
amount equal to the maximum amount of such moneys in his custody at any time. The Issuer will
segregate and earmark such funds, consistent with -this Ordinance -in such manner to enable the
Issuer to obtain the benefit of the lowest possible surety premium rates on such surety bond
or bonds. Each such surety bond shall have a surety given by a surety corporation qualified
or authorized to do business in Kentucky, and approved by the Governing Body of the Issuer,
and the premium of such surety bond shall constitute a proper expense of operating and
maintaining the System, and may be paid from amounts available in the Operation and
Maintenance Fund.
SECTION 23. ADOPTION OF BUDGET OF CURRENT EXPENSES;
FISCAL YEAR.
The Issuer covenants and agrees that prior to the delivery of the Current Bonds,
the Governing Body of the Issuer or the Paducah Water Works Commission will adopt a Budget of
Current Expenses for the operation of the System -for the remainder of the then fiscal year,
and thereafter on or before the first day of September of each year prior to the year of final
maturity of the Current Bonds, or of any Parity Bonds, the Governing Body of the Issuer or the
Commissioners of Water Works will adopt an Annual Budget of Current Expenses for the ensuing
fiscal year, and will furnish a copy of such Budget or amendment thereto, upon request, to any
Bondowners. Current Expenses shall include all -reasonable --and necessary -costs of operating,
repairing, maintaining, and insuring the System, but shall exclude payments into the Current
Sinking Fund. The Issuer further covenants that the Current Expenses incurred in any year
shall not exceed the necessary and reasonable amounts required therefore, and that the Issuer
will not expend any amount or incur any obligation for operation, maintenance, and repair in
excess of the amounts provided for Current Expenses in the current Annual Budget, except on
proper justification and resolution (or ordinance) by the Governing Body of the Issuer, as
such expenditures are necessary to operate and maintain the System. The Issuer further
covenants that at the same time and in like manner, the Governing Body of the Issuer or the
Commissioners of Water Works shall prepare an estimate of Gross Revenues to be derived from
the operation of the System for said fiscal year and that sufficient „Gross Revenues shall be
provided, through the maintenance of proper rates and charges (and through the increase
thereof if necessary) to satisfy the requirements'of all of the provisions contained in this
Ordinance, including the accumulation and maintenance of all required reserves specified
herein.
SECTION 24. RATES AND CHARGES FOR SERVICES OF THE SYSTEM.
While the Current Bonds or any Parity Bonds remain outstanding and unpaid, the
rates for all services and -facilities rendered by the System to the Issuer and to its
citizens, corporations, or others requiring the same, shall be reasonable and just, taking
into account and consideration the cost and value of the System, the cost of maintaining and
operating the same, and proper and necessary allowances for depreciation thereof, and the
amounts necessary for the retirement of all Bonds and the accruing interest on all such Bonds
as may be outstanding -under the provisions of the Bond Ordinances, and there shall be charged
such rates and amounts as shall be adequate to meet all requirements of the provisions of such
Ordinances.
The Issuer covenants that it will not reduce the rates and charges -for services.
rendered by the System without first filing with the City Clerk a certification of an
Independent Consulting Engineer to the effect that the annual net revenues (defined as gross
revenues less essential :operation and maintenance expenses) of the then existing System for
the fiscal year preceding the date on which such reduction is proposed, as such annual
revenues are adjusted, after taking into account the projected reduction in revenues
anticipated to result from such proposed rate decrease, are equal to not less than 130% of the
required Maximum Annual Debt Service thereafter on all of the then -outstanding bonds payable
from the revenues of the System.
The Issuer also covenants to cause a report to be filed with the Governing Body
within 90 days after the end of each fiscal year by Certified Public Accountants and/or
Independent'Consulting Engineers, setting forth what was the precise percentage ("coverage")
of the required Maximum Annual Debt Service falling due in any fiscal year thereafter for
principal of and interest on all of the then outstanding bonds payable from the revenues of
the System, produced or provided by the net revenues of the System in that fiscal year; and
the Issuer covenants that if and whenever such report so filed shall establish that such
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coverage of net revenues for such year was less than 130% of the required Maximum Annual Debt
Service thereafter, the Issuer shall increase the rates to be effective not later than six
months from the end of such fiscal year, by an amount sufficient, in the opinion of such
Engineers and/or Accountants, to establish the existence of or immediate projection of, such
minimum 130% coverage.
Such coverage report and rate increase shall take into account estimates and
projections of such Accountants and/or Engineers relating to income and expenses for the
System for the current fiscal year then in effect. In any event, such rate increases will not
be less than five percent (5%) higher than the rates previously in effect.
SECTION 25. PROVISION PERMITTING ADDITIONAL PARITY BONDS.
The -Current Bonds shall not be entitled to priority one over the other in the
application of the income and revenues of the System, regardless of the time or times of their
issuance, it being the intention that there shall be no priority among the Current Bonds,
regardless of the fact that they may be actually issued and delivered at different times, and
provided further that the lien and security of and for any bonds or obligations hereafter
issued that are payable from the income and revenues of the System shall, except as set out
herein, be subject to the priority of the Current Bonds and any Parity Bonds as may from time
to time be outstanding; provided the City hereby reserves the right and privilege of issuing
additional bonds from time to time payable from the income and revenues of the System ranking
on a parity with the Current Bonds, for the purpose of financing the cost, not otherwise
provided, of new waterworks facilities, and/or related auxiliary facilities, and/or to finance
future extensions, additions, and/or improvements to the System, or any part thereof, provided
in each instance that:
(a) The facility or facilities to be constructed from the proceeds of the
additional Parity Bonds is or are made a partof the System and its or their revenues are
pledged as additional security for the additional Parity Bonds and the then outstanding
Current Bonds.
(b) There shall have been procured and filed with the Issuer Clerk a statement by
a Certified Public Accountant, as defined herein, reciting the opinion that the "net
income and revenues" (as defined below) of the System for 12 consecutive months of the 18
months preceding the issuance of said additional Parity Bonds (with adjustments as .
hereinafter, provided) were equal:to at least one hundred and thirty percent (130%) of the
Maximum Annual Debt Service requirements for all then Outstanding Bonds plus the Parity
Bonds then proposed to be issued. (The calculation of Maximum Annual Debt Service
requirements of the additional Parity Bonds then proposed to be issued shall be
determined.on the basis of the principal of, and interest on, such Parity Bonds being
payable in approximately equal annual installments, with the amounts of the respective
mandatory redemption installments of any then,.proposed Term Bonds which are to be part of
such additional Parity Bonds, being treated as principal maturities of such Parity Bonds
for the purpose of calculating Maximum Annual Debt Service Requirements).
"Net income and revenues" as herein used are defined as gross income and revenues
less operating expenses, which shall include salaries, wages, cost of maintenance
and operation, cost of water purchased, if any, materials and supplies, pumping
costs, insurance, and all other items that are normally and regularly so included
under recognized account practices, exclusive of allowances for depreciation.
"Gross income and revenues" shall include investment income, disconnection fees,
and all .other items of income which have been established as "reasonably
anticipated annual income of the System." (except for connection fees), based upon a
certification of Independent.Consulting Engineers and/or Certified Public
Accountants, as defined herein; provided (1) all "investment income" shall be
adjusted in any such calculation or projection to reflect the market rate currently
available from such investments, and (2) there shall be excluded any unusual items
of income and revenues which.are of a generally non-recurring nature, according to
the certification of Independent Consulting Engineers and/or Certified Public
Accountants, as,defined herein.
"Operating expenses" shall include only those :items of costs of maintenance and
operation which are "reasonably anticipated annual operation and maintenance
expense of the System", and shall exclude any unusual items of operation and
maintenance expense which are of a generally non-recurring nature, according to the
certification of Independent Consulting -.Engineers and/or Certified Public Accoun-
tants, as defined herein.
Such "net revenues" may be:adjusted for the purpose of the foregoing computations
to reflect (i) any revisions in the schedule of rates and charges being imposed for
the services of the System at the time of issuance of any such additional Parity
Bonds,.including.any revised schedule of rates established by City Ordinance
providing for rate increases to "be,phased in" over a two or three year period, and
also to reflect (ii) any increase in such net revenues projected to be produced in
any Sinking Fund Year within three years after the issuance of such proposed Parity
Bonds by reason of the revenues anticipated to be derived from the extensions,
additions, and/or improvements to the System being financed (in whole or in part)
by such additional Parity Bonds, provided (A) no projection for such latter
adjustment shall be.made as to any customers. other than structures, dwellings,
businesses, and/or manufacturing establishments located on or which will abut on
extensions, additions, and/or improvements to the System in existence at the time
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of the issuance of such Parity Bonds and/or being financed (in whole or in part) by
such additional Parity Bonds; and (B) such latter adjustment shall be made only if
contracts for the immediate acquisition and/or construction of such extensions,
additions, and/or improvements have been or will have been entered into (secured by
100% performance bond) prior to the issuance of such additional Parity Bonds. All
adjustments provided for in this paragraph shall be based uopn the written
certification of an Independent Consulting Engineer, as defined herein.
(c) The payments required to be made into the various Funds and Accounts created
under the Current Bond Ordinance must be certified as current by the General Manager of
the System;
(d) The face amount of the Reserve Account Insurance Policy will be increased
and/or an additional guaranty agreement, surety bond, or insurance policy will be
obtained from an insurance company or surety company having an insurance rating at least
as high as the rating of MBIA at that time, in a face amount such that the aggregate of
the maximum amount payable by the issuers of all such instruments is equal to not less
than the Maximum Annual Debt Service for all bonds which are scheduled to be outstanding
under the terms of the bond ordinance then contemplated to be enacted to authorize the
issuance of such then proposed Parity Bonds; or the aggregate value of the maximum
amounts payable by the issuers of the Reserve Account Insurance Policy and all similar
instruments then in effect and on deposit in the Debt Service Reserve Account plus the
amount of money which is required to be deposited in the Debt Service Reserve Account
immediately upon the issuance of the Parity Bonds then proposed to be issued must be
equal to at least the Maximum Debt Service Requirements for all bonds then scheduled to
be outstanding under the terms of the then proposed Parity Bond Ordinance immediately
following the issuance of such proposed Parity Bonds;
(e) If Issuer cannot obtain a Reserve Account Insurance Policy or elects not to
obtain such Insurance Policy, the requirement as to funding of the Debt Service Reserve
Account shall be satisfied if a cash (and/or Investments) amount equal to not less than
the Maximum Annual Debt Service of all Outstanding Bonds, including the proposed Parity
Bonds, shall be deposited or be on deposit in the Debt Service Reserve Account.
(f) The amount available to be paid by MBIA to the Transfer Agent under the terms
of the Reserve Account Insurance Policy issued by MBIA or to be paid by the issuer of any
other similar guaranty agreement, surety bond, or insurance policy under the respective
terms thereof, shall be equal to the maximum limit specified in such Reserve Account
Insurance Policy or such other guaranty agreement, surety bond, or insurance policy which
is then in effect.
The Issuer further reserves the right to issue one or more additional series of
bonds to be secured by a parity lien on and ratably payable from the revenues of the System
for the purpose of refunding or refinancing the outstanding Current Bonds or any portion
thereof, and/or any then previously issued Parity Bonds, provided that prior to the issuance
of such additional Parity Bonds for that purpose, there shall have been procured and filed
with the Issuer Clerk a statement by a Certified Public Accountant as defined herein, reciting
the opinion based upon necessary investigation that:
(1) after the issuance of such Parity Bonds, the annual net revenues, as adjusted
and defined above, of the then existing System for the fiscal year preceding
the date of issuance of such Parity Bonds, after taking into account the
revised debt service requirements resulting from the issuance of such Parity
Bonds and from the elimination of the bonds being refunded or refinanced
thereby, are equal to not less than 130% of the Maximum Annual Debt Service
then scheduled to fall due in any fiscal year thereafter for principal of and
interest on all of the then Outstanding Bonds payable from the revenues of the
System, calculated in the manner specified above; or
(2) in the alternative, that the debt service requirements for the Current Bonds,
any then previously issued Parity Bonds and the proposed parity refunding
bonds, in any year of maturities thereof after the redemption of the Current
Bonds scheduled to be refunded through the issuance of such proposed parity
refunding bonds, shall not exceed the debt service requirements applicable to
the then outstanding Current Bonds and any then previously issued Parity Bonds
for such year prior to the issuance of such proposed Parity Bonds and the
redemption, retirement, or defeasement of the Current Bonds to be refunded,
and without extending the maturities of such parity refunding bonds beyond the
maturities of the bonds being refunded.
The Issuer further reserves the right, following receipt of the written
recommendations of the Commissioners of Water Works, as follows:
(a) to combine and consolidate its existing water works System with its existing
sewer system, into a single, combined and consolidated, revenue-producing
project or system (the "Consolidated System"), after which, these Current
Bonds and any additional parity bonds would be secured by and payable from the
revenues of the Consolidated System. In order to accomplish such combining
and consolidating, the Issuer further reserves the right to issue one or more
additional series of bonds to be secured by a parity lien on and ratably
payable from the revenues of the Consolidated System, for the purpose of
refunding or refinancing certain outstanding bonds constituting a charge
against the existing sewer system (the "Prior Sewer Bonds"), provided that
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prior to the issuance of such parity bonds for that purpose, there shall have been
procured and filed with the Issuer Clerk a statement by a Certified Public
Accountant, as defined herein, reciting the opinion based upon necessary
investigation that:
(i) after the issuance of such parity bonds, the annual net revenues, as
adjusted and defined above, of the --then existing --water works System and
the then existing sewer system for the fiscal year preceding the date of
issuance of such parity bonds, after taking into account the revised
Maximum Annual Debt.Service resulting from the issuance of such parity
bonds and from the elimination of the bonds being refunded or refinanced
thereby, are equal to not less than 130% of the Maximum Annual Debt
Service thereafter on all of the then outstanding bonds payable from the
combined revenues of the Consolidated System, calculated in the manner
specified above; or - -
(ii) in the alternative, that the Maximum Annual Debt Service for the Current
Bonds, any then previously issued parity bonds and the proposed parity
refunding bonds, in any year of maturities thereof after the redemption
of the Sewer Bonds to be refunded through -the issuance of such proposed
parity refunding bonds, shall not exceed the scheduled Maximum Annual
Debt Service applicable to the then outstanding Current Bonds and any
then previously issued parity bonds, plus the Prior Sewer Bonds, for any
corresponding year prior to the issuance of such proposed parity
refunding bonds.
The additional parity bonds, the issuance of which is restricted and
conditioned by the Ordinance, shall be understood to mean bonds payable from
the income and revenues of the Consolidated System on a parity with the
Current Bonds (and any parity bonds) and shall not be deemed to include nor to
prohibit the issuance of any other obligations, the security and source of
payment of which is subordinate and subject to the priority of the payments
into the Current Sinking Fund for the Current Bonds.
(b) After the creation of such Consolidated System, the Issuer further reserves
the right, following receipt of written recommendations of the Commissioners
of Water Works, to add new water and/or sewer facilities, and/or related
auxiliary facilities, and/or to finance future extensions, additions and/or
improvements to the Consolidated System by the issuance of one or more
additional series of bonds to be secured by a parity lien on and ratably
payable from the revenues of the Consolidated System, provided that:
(i) the facility or facilities to be constructed from the proceeds of the
additional parity bonds issued for that purpose is or are made a part of
the Consolidated System and its or their revenues are pledged as
additional security for the additional parity bonds and the outstanding
Current Bonds; and
(ii) there shall have been procured and filed with the Issuer Clerk a
statement by a Certified Public Accountant, as defined herein, reciting
the opinion based upon necessary investigation that the net revenues of
the Consolidated System for 12 consecutive months out of the preceding
18 months (with adjustments as provided above) were equal to at least
1.30 times the Maximum Annual Debt Service on the Current Bonds then
outstanding and any parity bonds including -the bonds -then proposed to be
issued.
The interest payment dates for all such additional parity bonds shall be
semi-annually on January 1 and July 1 of each year, and the principal
maturities thereof shall be on July 1 of the year in which any such principal
is scheduled to become due.
(c) Also, ater the creation of the Consolidated System, the Issuer further
reserves the right, following receipt of written recommendations of the
Commissioners, to combine parity bonds, issued to refund outstanding Sewer
Bonds, pursuant to the provisions of this-Settion,-with parity bonds issued to
finance future extensions, additions and/or improvements to the Consolidated
System, and/or to accomplish the purposes set out above, through the issuance
of a single series of parity refunding and improvement bonds.
The additional Parity Bonds, the issuance of which is restricted and conditioned by
this Section, shall be understood to mean bonds payable from the income and revenues of the
System on a parity with the Current Bonds (and any Parity Bonds) and shall not be deemed to
include nor to prohibit the issuance of any other obligations, the security and source of
payment of which is subordinate and subject to the priority of the payments into the Current
Sinking Fund for the Current Bonds.
Interest payments for all such additional Parity Bonds shall be semiannually on
January 1 and July 1 of each year, and the principal maturities thereof shall be on July 1 of
the year in which any such principal is scheduled to become due.
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SECTION 26. GENERAL COVENANTS OF THE ISSUER WITH
REGARD TO THE OPERATION OF THE SYSTEM.
So long as any of the Current Bonds and any Parity Bonds are outstanding, the City
covenants with respect to the System as follows:
(a) Service to the Issuer.
The reasonable cost and value of any service rendered by the System to the Issuer
for any purpose shall be charged against the Issuer and paid thereby (from any legal sources
or funds available other than funds derived from the revenues of the System) as the service
accrues, and the,proceeds thereof shall be deposited in the Revenue Fund the same as all other
revenues of the System.
(b) Disposal of Property.
The Issuer will not sell or otherwise dispose of any of the facilities of the
System, or any part thereof, and,,except as provided for above, it will not create or permit
to be created any charge or lien on,the revenues thereof ranking equal or prior to the charge
or lien of the Current,Bonds. Notwithstanding the foregoing, the Issuer may at any time
permanently abandon., the use,of,.or sell at the fair market value, any part of the facilities
of the System, provided.that:
(1) It is in compliance with all covenants and undertakings in connection with all
of the bonds then outstanding and payable from the revenues of the System and
the Debt Service Reserve for such Bonds is being maintained therein at the
,stipulated level;
(2) It will, in the event of any such sale, apply the proceeds'to either
(i) redemption of Outstanding Bonds in accordance with the provisions
governing prepayment of bonds in advance of maturity or,purchase of bonds in
the open market at not exceeding the next applicable redemption price, or
(ii) replacement of'the facility so disposed of by'another facility, the
revenues of which shall be incorporated into the System as hereinbefore
provided;
(3) It certifies, in good faith, prior to any abandonment of use, that the
facility or facilities to be abandoned is or -are no longer economically
feasible of producing substantial net revenues;
(4) It certifies, in good faith, that the estimated net revenues of the remaining
facilities of the System for the then next succeeding fiscal year, plus the
estimated net revenues of the facility or facilities,,if any, to be added to
the System, comply with the earnings requirements hereinbefore provided in the
provisions and conditions governing the issuance of additional Parity Bonds;
(5) Such sale or disposition will not have the effect of causing the Current Bonds
or any Parity Bonds to become "arbitrage bonds" or of otherwise causing the
interest on such Bonds to become taxable;
(6) The proceeds of any such sale or disposition shall be paid into the
Depreciation Fund and shall not be permitted to reduce the amount otherwise
required to be paid into said Fund.
(c) General Operation.
The Issuer shall operate and maintain the System in good condition, shall
faithfully and punctually perform all duties with reference to the System required by the
Constitution and Statutes of the -Commonwealth of Kentucky, shall charge and,collect lawfully
established rates and charges for services rendered by the System, and will promptly adopt and
enforce increased rates for the services of the System whenever such Increase shall be
necessary to comply with any covenant of this Ordinance, or to make any payment required by
this Ordinance, including amounts payable to the Issuer of any Reserve Account Insurance
Policy.
(d) Records and Audits.
Insofar as consistent with the laws of Kentucky, the Issuer agrees that so long as
any of the Current Bonds remain outstanding, it will keep or -cause the Paducah Water Works
Commission to keep proper books of records and account showing complete and correct entry of
all transactions relating to the System in accordance with generally accepted accounting
principles (for facilities of like type and size), in'which complete and correct entries shall
be made of all pertinent transactions. All such records and books of account ^shall at all
times during normal business hours be subject to inspection by the owners of 10% or more of
the principal amount of the Current Bonds then outstanding, or by their duly authorized
representatives.
The Issuer further covenants that as soon as may be feasible after the close of
each fiscal year, and in any event not later than ninety (90) days thereafter, the Issuer will
cause an audit of the financial affairs of the System to,be 'prepared by a Certified Public
Accountant, covering the operation of the System for the preceding fiscal year, and that
within four months after the close.of each fiscal year the City will furnish to any owner of
the Outstanding Bonds who shall request same in writing, a copy of such annual audit report.
285
A copy of said audit report shall be kept on file in the office of the Issuer Clerk
and at the office of the Paducah Water Works Commission, where such report will be subject to
inspection at any reasonable time by or on behalf of any owner of Outstanding Bonds. A
condensation of the important facts shown by such report will be mailed to any such bondowner
upon request.
The Issuer covenants and agrees that if and whenever it is in default as to any of
the provisions herein, it will furnish monthly operating reports to the Fiscal Agent,
identified in Section 1 hereof, if requested by the Fiscal Agent, in such form as shall be
satisfactory to such Fiscal Agent, and to furnish such operating reports to any bondowner
requesting same.
SECTION 27. INSURANCE.
(a) Fire and Extended Coverage.
If and to the extent that the System includes structures above ground level, the
Issuer shall, upon receipt of the proceeds of the sale of the Current Bonds, if such insurance
is not already in force, procure fire and extended coverage insurance on the -insurable portion
of all of the facilities of the System, of a kind and in such amounts as would ordinarily be
carried by private companies or public bodies engaged in operating a similar ultility.
The foregoing fire and extended coverage insurance shall be maintained so long as
any of the Current Bonds are outstanding and shall be in amounts sufficient to provide for not
less than full recovery whenever a loss from perils insured against does not exceed eighty
percent (80%) of the full insurable value of the damaged facility. -- --
In the event of any damage to or destruction of any part of the System the Issuer
shall promptly arrange for the application of the insurance proceeds for the repair or
reconstruction of the damaged or destroyed portion thereof.
(b) Liability Insurance -on Facilities.
Upon receipt of the proceeds of the sale of the Current Bonds, the Issuer shall, if
such insurance is not already in force, procure and maintain, so long as any of the Current
Bonds are outstanding, public liability insurance relating to the operation of the facilities
of the System, with a $1,000,000 combined single limit for bodily injury and property damage
to others which may arise from the Issuer's operations of the System and any other facilities
constituting a portion of the System.
(c) Vehicle Liability Insurance.
If and to the extent that the Issuer owns or operates vehicles in the operation of
the System, upon receipt of the proceeds of the Current Bonds, the City shall, if such
insurance is not already in force, procure and maintain, so long as any of the Bonds are
outstanding, vehicular public liability insurance with a $1,000,000 combined single limit for
bodily injury and property damage to others which may arise from the operation of such
vehicles by the Issuer.
SECTION 28. ADDITIONAL COVENANTS RESPECTING THE SYSTEM.
The Issuer covenants that so long as any of the Current Bonds, and/or any Parity
Bonds, are outstanding, as follows:
(a) It will at all times own and operate the System, to the fullest extent
permitted by law as a public project on a revenue-producing basis, and will permit
no services to be rendered free of charge or without full compensation.
(b) It will at all times maintain the System in good condition through
application of revenues accumulated and set aside for operation and maintenance as
herein provided, and will make renewals and replacements, as the same may be
required, through application of revenues accumulated and set aside into the
Current Depreciation Fund.
(c) It will not permit any competing water works system, public or private,
to sell or serve water services to customers within the corporate limits of the
Issuer and its outside service area, to the extent that the Issuer is legally able
to prevent same;
(d) it will perform all duties with reference to the System required by the
Statutes and Constitution of Kentucky and will not sell, lease, mortgage or in any
manner dispose of the System, or any part thereof except as authorized herein.
(e) Pursuant to KRS 96.934 and other applicable legal provisions, the Issuer
will provide that water services will be discontinued to any premises where there
is a failure to pay any part of the water charges,, -so --billed., including such
penalties and fees for disconnection and/or reconnection as may be prescribed from
time to time, to the greatest extent permitted by law.
(f) The Issuer agrees that during the time that any of the Current Bonds
and/or any Parity Bonds are outstanding, it will take all steps as may be necessary
to cause the owners of all properties abutting upon any water lines of the Issuer,
to connect thereto and to keep connected thereto all such lines on such properties,
and the Issuer will prohibit all such properties from obtaining water utilities
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services from any source other than the System. This covenant shall be in favor of
and enforceable by the owners of the Current Bonds and all Parity Bonds in
accordance with the provisons herein contained. If the Issuer fails to take such
steps, such obligation of the Issuer may be enforced by any one or more of the
Bondowners.
SECTION 29. PADUCAH COMMISSIONERS OF WATER WORKS; EXISTENCE AND
CONTINUANCE CONTRACTUAL WITH BONDHOLDERS.
Pursuant to an Ordinance heretofore enacted, the supervision, management, and
conduct of the water works System is vested in a municipal commission, designated as the
"Commissioners of Water Works", which Ordinance shall constitute a contract between the City
and the holders of the Current Bonds, and any additional parity bonds issued pursuant to the
Current Bond Ordinance; and said Ordinance may not be amended or repealed so long as any of
the Current Bonds, and/or any parity bonds are outstanding and unpaid (and have not been
defeased), without the consent of at least 80% in -amount -of the -holders of -all of such
outstanding bonds.
SECTION 30. SIGNATURES OF OFFICERS.
If any of the officers whose signatures or facsimile signatures appear on the Bonds
cease to be such officers before delivery of the Bonds, such signatures shall nevertheless be
valid for all purposes the same as if said officers had remained in office until delivery, as
provided in KRS 58.040 and KRS 61.390.
SECTION 31. APPOINTMENT AND DUTIES OF BOND REGISTRAR,
TRANSFER AGENT, AND PAYEE BANK; DUTIES OF ESCROW BANK.
The Paducah Bank and Trust Company, Paducah, Kentucky, is hereby designated as the
Bond Registrar, Transfer Agent, and Payee Bank herein.
(a) Duties as Bond Registrar (and Transfer Agent).
Its duties as Bond Registrar (and Transfer Agent) shall be as follows:
(1) To authenticate the Temporary Bond or Bonds or Master Bond or Bonds, if any,
authorized herein.
(2) To register all of the Bonds (including those issued in exchange for any
Temporary Bond or Master Bond, if any) in the names of the respective owners thereof in
accordance with Section 103(j) of the Internal Revenue Code;
(3) Upon being supplied with a properly authenticated assignment satisfactory to
the Bond Registrar (in the sole discretion of such Bond Registrar), to transfer the
ownership of Bonds from one registered Bondowner to another within three (3) business
days of the receipt of such proper assignment by the Bond Registrar;
(4) To cancel and destroy (or remit to the Issuer for destruction, if so requested
by the Issuer) all,exchanged, matured, retired, and redeemed Bonds, and to maintain
adequate records relevant thereto.
(b) Duties as Payee Bank.
Its duties as Payee Bank shall be as follows:
(1) To make payment of principal of and interest on the Current Bonds from funds
provided to the Payee Bank in accordance with the provisions of Section 4 hereof;
(2) To remit, but only to the extent that all required funds are made available to
the Payee Bank by the Issuer, semiannual interest payments directly to the registered
owner of each Bond by regular United States mail. Said interest payments shall be
deposited in the United States mail no later than each interest due date. Matured or
redeemed Bonds shall be payable upon presentation to the Payee Bank: For interest
payment purposes, the Payee Bank shall be entitled to rely on its records as Bond
Registrar as to the ownership of each Bond as of the 15th day of the month preceding an
interest due date, and the Payee Bank's check shall be drawn and mailed accordingly;
(3) To send appropriate written notice to the owner of each Registered Bond to be
redeemed and to redeem Bonds prior to their stated maturity upon their presentation in
accordance with the provisions of Section 5 of this Ordinance upon receiving sufficient
funds; and
(4) To supply the Issuer with a written accounting evidencing the payment of
interest on and principal of the Bonds within 30 days following each respective due date.
(c) Duties of Escrow Bank.
The duties of the Escrow Bank will be to perform all duties of the Escrow Bank
specified herein and in the separate Escrow Agreement between the Issuer and the Escrow Bank
with respect to the Prior Bonds.
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(d) General Provisions as to Registrar, Transfer Agent, and
Payee Bank.
The Registrar, Transfer Agent, and Payee Bank (collectively the "Bank") shall be
entitled to the advice of Counsel and shall be protected for any acts taken by it in good
faith in reliance upon such advice. It shall not be liable for any actions taken in good
faith and believed by it to be within its discretion or the power conferred upon it by this
Ordinance or the responsibility for the consequences of an oversight or error in judgment.
The Bank may at any time resign from any or all of its capacities and duties set
forth in this Ordinance as to any or all of the foregoing by filing its resignation with the
Issuer Clerk and notifying the original purchaser or purchasers of the Bonds. Thereupon, the
Issuer shall designate a successor Bank as to such capacities and duties, which shall be an
incorporated bank or trust company authorized to transact business in the United States of
America. Notwithstanding the foregoing, in the event of such resignation provision shall be
made for the orderly transition of the.,books, records, and accounts relating.to the Bonds as
to such resigned capacity or capacities to the successor Bank in order that there will be no
delinquencies in the payment of interest or,principal due on the Bonds.
The Registrar shall indicate its acceptance of its duties as Registrar, Transfer
Agent, and Payee,Bank,_ by signing its Acceptance at the conclusion of this Ordinance.
(e) Replacement by Issuer of Registrar, Transfer Agent,
and Payee Bank.
The Issuer shall have the right at any time to replace the Registrar, Transfer
Agent, and Payee' Bank, by observing the following procedure:
(1) It must first enact an Ordinance to that effect.
(2) It must provide 90 days notice to such party in that capacity by certified or
registered mail.
(3) It must designate a replacement institution, which must be an institution
insured by the Federal Deposit Insurance Association having assets of not less
than $1,000,000.
(4) It must obtain a written acceptance from such successor, to assume the
applicable duties, at least 60 days in.advance of the date of such assumption.
(5) It must notify bondowners by sending written notice by regular U. S. mail of
the intended change at least 75 days in advance of the intended change.
(6) All of the foregoing must occur more than 60 days prior to an Interest Payment
Date.
(7) It must arrange with the existing. institution to transfer all funds, records,
and/or other necessary documents over to the successor, not less than 30 day
prior to the succession date.
SECTION 32_. FURTHER_PROVISIONS WITH RESPECT TO MBIA INSURANCE;
APPROVAL OF EXECUTION OF FINANCIAL GUARANTY AGREEMENT.
(a) It is acknowledged that in the issuance of the Current Bonds, no deposit of
money is being made to fund the Debt Service Reserve Account, and that the Issuer has received
a commitment from the Municipal Bond Insurance Association for an insurance policy
unconditionally guaranteeing the timely payment to the Payee Bank of an amount equal to the
Maximum Annual Debt Service with respect to the Current Bonds. The Reserve. Account Insurance
Policy is non -cancellable, and the premium therefore will be fully paid at the time of
delivery of the Current Bonds. Such Insurance Policy provides that upon notice to MBIA that
the Issuer has failed to make any required deposit to the Sinking Fund, MBIA will promptly
deposit with the Payee Bank sufficient funds to cover the -deficit in the respective account of
such Sinking Fund, up to the maximum amount of the Insurance Policy. The Issuer is required
to reinstate the Insurance Policy to its original face amount by promptly reimbursing MBIA for
any payments made by MBIA under the Insurance Policy, but only after all required deposits to
the Sinking Fund shall have been made. The form of Financial Guaranty Agreement tendered to
the Issuer by MBIA, with respect to the insurance of the payment of the Current Bonds, is
hereby approved; and the Mayor is hereby authorized to execute same on behalf of the Issuer.
(b) No moneys may be withdrawn from the Current Debt Service Reserve Account,
excluding income and earnings received from the investment and reinvestment of moneys on
deposit therein, unless the amount on deposit therein is in excess of the Maximum Annual Debt
Service, and such excess amount, if withdrawn, shall be reduced at the option of the Issuer in
either of the following manners:
(1) If there.is on deposit in the Current Debt Service Reserve Account a
Reserve Account Insurance Policy issued by MBIA, the principal amount thereof may
be reduced by the amount of such excess, or
(2) If such excess is evidenced by moneys and investments, an amount equal to
such excess shall be withdrawn from the Current Debt Service Reserve Account and
deposited in the Depreciation Fund, or
(3) Any combination of (1) and (2) above.
288
Notwithstanding the foregoing, all income and earnings received -from the investment
and reinvestment of moneys on deposit in the Current Debt Service Reserve -Account will be
deposited into the Interest Account.
(c) The Issuer agrees with MBIA that the following provisions shall govern the
relationship of the Issuer with MBIA with regard to the issuance of the Reserve Account
Insurance Policy and the Bond Insurance Policy:
(1) MBIA shall, to the extent that it makes payment of principal of or interest on
the Current Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Bond Insurance Policy, and to evidence such subrogation
(i) in the case of subrogation as to claims for past due interest, the Registrar shall
note the rights of MBIA, as subrogee on the registration books of the Issuer maintained
by the Registrar upon receipt from MBIA of proof of the payment of interest thereon to
the registered owners of the Current Bonds, and (ii) in the case of subrogation as to
claims for past due principal, the Registrar shall note the rights of MBIA, as subrogee
on the Registration books of the Issuer maintained by the Registrar, upon surrender by
MBIA of the Bond Insurance Policy of the Current Bonds, together with proof of the
payment of principal thereof, to the registered owners of the Current Bonds.
(2) As long as the Issuer shall have a Reserve Account Insurance Policy on deposit
in the Debt Service Reserve Account, the Issuer covenants that it will comply with the
following provisions:._
(A) if five days prior to an interest or principal payment date, the Issuer shall
determine that a deficiency exists in the amount of interest and/or principal
due on such date and available for transfer to the Payee Bank, the Issuer or
the Payee Bank shall immediately notify MBIA of the amount of such deficiency
and the date on which such payment is due.
(B) the Issuer shall reimburse MBIA within twelve months of any withdrawal from
such Reserve Account Insurance Policy, together with interest thereon to the
date of reimbursement, at the rate set forth in such Reserve Account Insurance
Policy, but in no case greater than the maximum rate of interest permitted by
law.
(C) the Issuer shall reimburse MBIA for all reasonable expenses incurred by MBIA
in connection with the Reserve Account Insurance Policy, together with
interest thereon to the date of reimbursement at the rate set forth in the
Reserve Account Insurance Policy, but in no case greater than the maximum rate
of interest permitted by law, all in the manner provided in the Reserve
Account Insurance Policy.
(D) the Payee Bank shall annually submit to the Issuer and MBIA, records of
withdrawals on such Reserve Account Insurance Policy received by the Payee
Bank and remaining unpaid, the respective dates of such withdrawals, the
interest accrued on such withdrawals, and the aggregate amount of interest due
by the Issuer to MBIA.
(E) the Issuer hereby acknowledges that MBIA shall be deemed a third party
beneficiary of this Current Bond Ordinance for the purposes -of --enforcing the
terms, conditions, and obligations of this Ordinance which benefit MBIA.
SECTION 33. SUPPLEMENTAL ORDINANCES NOT REQUIRING CONSENT OF
BONDOWNERS OR MBIA.
The Issuer may, without the consent of, or notice to, any of the owners of the
Current Bonds, or to MBIA, enact one or more Supplemental Ordinances as shall not be
inconsistent with the terms and provisions hereof for any one or more of the following
purposes:
(a) to cure any ambiguity or formal defect or omission in this Ordinance;
(b) to grant to or confer upon the Registrar for the benefit of the Bondowners any
additional rights, remedies, powers, or authorities that should lawfully be
granted to or conferred upon the Bondowners or the Registrar or either of
them;
(c) to subject to the lien and pledge of this Ordinance additional revenues,
properties, or collateral which may legally be subjected;
(d) to add to the conditions, limitations, and restrictions on the issuance of the
Current Bonds or any Parity Bonds, other conditions, limitations, and
restrictions thereafter to be observed;
(e) to add to the covenants and agreements of the Issuer in this Ordinance, other
covenants and agreements thereafter to be incurred by the Issuer or to
surrender any right or power herein reserved to or conferred upon the Issuer;
(f) to effect the issuance of additional Parity Bonds pursuant to Section 25
hereof.
SECTION 34. SUPPLEMENTAL ORDINANCES REQUIRING CONSENT
OF BONDOWNERS AND MBIA.
Exclusive of Supplemental Ordinances covered by Section 35 hereof and subject to
the terms and conditions contained in this Section and not otherwise, the owners of not less
than two-thirds in aggregate principal amount of the Current Bonds and any Parity Bonds then
outstanding, together with MBIA (so long as it is the insurer of any insurance policy referred
to herein, relative to the Debt Service Reserve or to the Current Bonds) shall have the right,
from time to time, anything contained in this Ordinance to the contrary notwithstanding, to
consent to and approve the enactment by the Issuer of such other Supplemental Ordinance as
shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering,
amending, adding to, or rescinding, in any particular, any terms or provisions contained in
this Ordinance or in any Supplemental Ordinance; provided, however, that nothing in this
Section shall permit, or be construed without consent of the owner of any Bonds then out-
standing as permitting (a) an extension of the maturity date on which the principal of,
premium, if any, or interest on such Bond is or is to become, due and payable, (b) a reduction
in the principal amount of such Bond, the rate of interest thereon, or any redemption premium,
(c) a privilege or priority of any other Bond or Bonds over such Bond, (d) reduction in the
principal amount of the Bonds required -for consent to such Supplemental Ordinance, or (e) the
creation of a lien upon or pledge of revenues, receipts, or other income from, or in
connection with the System ranking prior to or (except in connection with the issuance of
Parity Bonds pursuant to Section 25 of this Ordinance) on a parity with the lien or pledge by
this Ordinance.
No Supplemental Ordinance shall be enacted for any of the purposes of this Section
without notice being furnished by the Registrar to each Bondowner in the same manner as the
furnishing of a Notice of Redemption of Bonds, and no such Ordinance shall be effective until
at least 60 days subsequent to the furnishing of such notice.
SECTION 35. PROVISIONS IN CONFLICT REPEALED.
All ordinances, resolutions, and orders, or parts thereof, in conflict herewith
are, to the extent of such conflict, hereby repealed, and it is hereby specifically ordered
and provided that except for the permissible issuance of Parity Bonds pursuant to Section'25
hereof, any proceedings heretofore taken for the issuance of other bonds payable or secured in
any manner by all or any part of the income and revenues of the System, or any part thereof,
and which have not heretofore been issued and delivered, are hereby revoked and rescinded, and
none of such other bonds shall be issued and delivered.
SECTION 36. SEVERABILITY CLAUSE.
If any section, paragraph, clause, or provision of this Ordinance shall be held
invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any
of the remaining provisions of this Ordinance.
SECTION 37. EFFECTIVE DATE OF ORDINANCE.
This Ordinance shall be in full force and effect immediately following publication
of Title and Summary of such Ordinance.
Introduced and Given First Reading, March 19, 1985.
Given Second Reading and Final Enactment, March 21, 1985.
Mayor
CERTIFICATE OF CITY CLERK
I, LENITA SMITH, the City Clerk of the City of Paducah, Kentucky, certify that the
foregoing is a true copy of an Ordinance authorizing the issuance of City of Paducah Water
Works Revenue Refunding Bonds, Series 1985, dated April 1, 1985, that said Ordinance was
introduced and given first reading by the Board of Commissioners of said City on the day
of , 1985, and that it was placed and remained on file in my office for public
inspection in that identical completed form until , 1985, on which date it was
given its second reading and was enacted by said Board, that said meetings were duly held in
accordance with all applicable requirements of Kentucky law, including KRS 61.810, 61.815,
61.820, and 61.825, that a quorum was present at each of said meetings, that said Ordinance
has been ordered to be published by title and summary contained in a Notice of Enactment and
Summary of Ordinance, in the form attached hereto, and that said Ordinance has not been
modified, amended, revoked, or repealed, and that same is now in full force and effect.
IN TESTIMONY WHEREOF, witness my signature as City Clerk and the official Seal of
said City this , 1985.
City Clerk
(Seal of City)
289
290
ACCEPTANCE BY THE PADUCAH BANK AND TRUST COMPANY
BOND REGISTRAR, TRANSFER AGENT, AND PAYEE BANK
The undersigned, hereby agrees to the provisions of the foregoing Ordinance to the
extent there are contained therein provisions as to the rights and duties of it as Bond
Registrar, Transfer Agent, and Payee Bank.
Dated:
THE PADUCAH BANK AND TRUST COMPANY
By
Signature
T'i`tle
( Seal of Bank)