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HomeMy WebLinkAbout83-2-2360527 ORDINANCE NO. 83-2-2360 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, SUPPLEMENTING THE BOND AND NOTE ORDINANCE ENACTED BY THE CITY ON JANUARY 12, 1982, AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF FIFTEEN MILLION FOUR HUNDRED -THOUSAND DOLLARS ($15,400,000) PRINCIPAL AMOUNT OF CITY OF PADUCAH WATER WORKS REVENUE BONDS, SERIES 1984, DATED MARCH 1, 1984, UNDER THE PRO- VISIONS OF SECTIONS 58.010 THROUGH 58.140 OF THE KENTUCKY REVISED STATUTES, FOR THE PURPOSE OF RETIRING AT MATURITY THE OUTSTANDING $15,860,000 OF CITY OF PADUCAH WATER WORKS REVENUE BOND ANTICIPATION NOTES, DATED JANUARY 25,-1982 .(OR RETIRING OR REFUNDING RENEWAL NOTES), ISSUED FOR THE PURPOSE OF PROVIDING -INTERIM FINANCING OF THE COST (NOT OTHERWISE PROVIDED) OF THE CON- STRUCTION OF EXTENSIONS, ADDITIONS AND IMPROVEMENTS -TO THE EXISTING MUNICIPAL WATER WORKS SYSTEM; PROVIDING FOR SAID -BONDS TG RANK ON A PARITY WITH THE OUTSTANDING CITY OF PADUCAH WATER WORKS REFUNDING REVENUE BONDS, SERIES OF 1978;�SETT.ING FORTH THE TERMS AND CONDITIONS UPON WHICH SAID $15,400,000 OF BONDS (SERIES -1984) ARE TO BE AND MAY BE ISSUED AND OUTSTANDING; PROVIDING FOR THE COLLECTION, SEGREGATION, AND DISTRIBUTION OF THE REVENUES OF SAID WATER WORKS . SYSTEM; AND PROVIDING FOR AN ADVERTISED PUBLIC COMPETITIVE SALE OF SAID SERIES 1984 BONDS; AND AUTHORIZING THE ALTERNATE IMMEDIATE ISSUANCE AND SALE"OF $16,200,000 OF CITY OF PADUCAH WATER WORKS REVENUE BOND ANTICIPATION RENEWAL NOTES, SERIES 1983, DATED MARCH 1, 1983; WITH PROVISION FOR POSSIBLE CHANGE OF DATES AND AMOUNT OF SAID BONDS AND/OR NOTES. WHEREAS, the City of Paducah, a second class city, of McCracken County, Kentucky, owns and operates the existing municipal water works system -(the "System") serving the City, pursuant to Sections 58.010 through 58.140 of the Kentucky Revised Statutes, and in that connection the City presently has outstanding $1,280,000 of Bonds designated as City of Paducah Water Works Refunding Revenue Bonds, Series of 1978, dated April 1, 1978 (the 'Bonds of 19781' or the "Prior Bonds") scheduled to mature serially on July 1 in each of the respective years, 1989 through 2002, inclusive, and in 2008, and WHEREAS, said Prior Bonds, by their terms are payable from and secured by a first pledge of the revenues derived from the operation of the System, and WHEREAS, in order to finance the cost (not otherwise provided). of a construction project consisting of the construction of extensions, additions, and improvements (the "Con- struction Project" or the "Project") to the System, and pursuant to rights reserved in the 1978 Bond Ordinance, the City has heretofore enacted an Ordinance on January 12, 1982 (the 'Bond and Note Ordinance"), authorizing the issuance by the City of $14,530,000 of Bonds, Series 1982, ranking on a parity with said Prior Bonds, in compliance with the conditions prescribed in the 1978 Bond Ordinance for the issuance of bonds ranking on a parity with the Bonds of 1978, and the immediate issuance of $15,860,000 of its Water Works Revenue Bond Anticipation Notes, Series 1982, dated January 25, 1982 (The "Notes"), maturing on July 25, 1984, to provide interim financing of such Construction Project in anticipation of the issuance of the Series 1983 Bonds, which Notes were issued and sold 'at -an interest rate of 11.40% per annum, and which Notes are now subject to redemption on any date (not limited to an interest payment date), and WHEREAS, in Section 17 of the -Bond and Note Ordinance the City retained the right, prior to the. issuance of the Series 1983 -Bonds, to revise the Bond and Note Ordinance as to the date, amount; maturities, redemption provisions, and other provisions of such Bonds, consistent with market conditions and other pertinent factors at the time of such issuance, and WHEREAS, in view of current market conditions and other prevailing factors, the City deems it advisable to supplement and revise said Bond and Note Ordinance to provide that there shall be issued and sold $15,4x0,000 of Series 1984 bonds (the "Current Bonds"), that said Current Bonds shall be dated March 1, 1984, that the maturity schedule and redemption pro- visions with reference to the Current Bonds shall be revised, and that the proceeds of said Current Bonds, together with other funds on hand in the "Note and Coupon Redemption Fund" and in the "Debt Service Reserve for Notes", created in the Bond and Note Ordinance, shall be applied to the retirement of of the Notes at maturity (or to the redemption of Renewal Notes) and WHEREAS, the proceeds of said Notes have been or will be supplemented by (a) a Federal (EDA) grant in the amount of approximately $1,000,000 (of which approximately $907,000 has been received), (b) the sum of $500,000, furnished directly by the City, and (c) income 528 from the investment of the proceeds of Notes pending disbursement of such proceeds, to provide the total cost of the Construction Project, NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. DEFINITIONS. As used in this Ordinance, unless the context requires otherwise: "BOARD OF"COMMISSIONERS" means the Board of Commissioners of the City of Paducah, Kentucky, or such other body as shall be the governing -body of said City under the laws of Kentucky at any given time. "BOND COUNSEL" refers to the firm of Rubin & Hays, Municipal Bond Attorneys, Suite 300, Fireside Building, 209 South Fifth Street, Louisville, Kentucky 40202, 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 Opinions with regard to the legality of the Current Bonds, and the tax ex- emption of the interest thereon. "BOND AND NOTE ORDINANCE" refers t6'the Bond and Note Ordinance, enacted on January 12, 1982, originally authorizing the issuance of the Current Bonds (subject to revision of the amounts and dates thereof, as revised in'this Current Bond Ordinance), and which authorized the immediate (in January, 1982) issuance, sale, and delivery of the Notes. "BONDS OF 1978" or "PRIOR BONDS" refers to the outstanding $1,280,000 of Bonds of the original authorized $1,280,000 of City of Paducah Water Works Refunding Revenue Bonds, Series 1978, dated April 1, 1978. "BOND ORDINANCE OF 197811, 111978 BOND ORDINANCE" or "PRIOR BOND ORDINANCE" refers to the Ordinance authorizing the Bonds of 1978, which Ordinance was enacted by the Board of Commissioners of the City of Paducah on April 5, 1978. "CERTIFIED PUBLIC ACCOUNTANTS" refers to an independent Certified Public Accountant or firm of Certified Public Accountants, duly licensed in Kentucky, and may include Ac- countants) regularly employed to audit the financial affairs of the System -and/or of other City financial matters. Until otherwise directed by the governing body of the City, such term shall be deemed to refer to the firm of Schuette f Taylor, 626 Kentucky Avenue, Paducah, Kentucky 42001. "CITY" refers to the City of Paducah, Kentucky.. "CODE" or "INTERNAL REVENUE CODE" refers to the United States Internal Revenue Code of 1954, as amended. "CONSTRUCTION PROJECT" or "CURRENT CONSTRUCTION PROJECT" or "PROJECT" refers to the proposed extensions, additions, and improvements to the municipal water works System of the City, the cost (not otherwise provided) of which Construction Project is being financed by the Notes in anticipation of the issuance of the Current Bonds.' "'CURRENT BONDS" refers to the $15,400,:000 of City of Paducah Water Works Revenue Bonds, Series'1984, dated March 1, 1984, authorized herein, the date of which Current Bonds may be changed.at or prior to the date of sale of said Bonds, as set out in Section 16 hereof. "CURRENT BOND ORDINANCE" refers to this Ordinance authorizing the Current Bonds. "DEBT SERVICE RESERVE FOR NOTES" or "NOTE RESERVE FUND" refers to the "Debt Service Reserve For Notes" created as part of the Note and Coupon Redemption Fund in Section 22 of (PART TWO) of the Bond and Note Ordinance. "DEPOSITORY BANK1t or "CONSTRUCTION ACCOUNT DEPOSITORY" refers to The Peoples First National Bank& Trust Co., Paducah, Kentucky, which is the Bank in which the Construction Account created in the Bond and Note Ordinance has been and.will .continue to be deposited and aintained. "ELIGIBLE 15% OF OUTSTANDING BONDS" refers to an amount equal to'15o of the lesser of (a) the face amounts (par) of the original authorized issues or Series, or (b) the net proceeds thereof if originally sold at'less than 98% of par, of whatever bonds are outstanding against and payable from the revenues of the System to the extent that such percentage of such bonds is, in the opinion of Bond Counsel, exempt from restriction'as to investment yield under ection 103 of the Internal Revenue Code as amended, and the applicable arbitrage regulations 529 "ENGINEER" or "INDEPENDENT CONSULTING ENGINEER" refers to an Independent Consulting Engineer or firm of Engineers of excellent national reputation or of recognized excellent reputation in Kentucky in the field of water works engineering. Until otherwise directed by the Governing Body of the City, such term shall be deemed to refer to the firm of G. Reynolds Watkins Consulting Engineers, Inc.,.801 Corporate Drive, Lexington, Kentucky 40503, and Farris, Hatcher, Tremper $ Associates, Consulting Engineers,,124 South 31st Street., Paducah, Kentucky 42001, or a member of either of said firms,_ or their respective successors. "FISCAL AGENT" refers to the firm of J.J.B. Hilliard, W.L. Lyons, Inc., 545 South Third Street, Louisville, Kentuckye40202. "FUTURE RENEWAL NOTES: refers to revenue bond anticipation renewal notes of the City which the City may elect to issue ( before the issuance of the Current Bonds) in the future to retire the "Renewal Notes" (if issued) authorized in and.by.PART TWO.of this Ordinance. "GOVERNING BODY" refers to the following: (a) 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, with reference to: (1) the issuance of parity bonds or other bonds; (2)_ the establishment and adjustment or revision of rates. and charges for water service; (3) the reserved right of the. City to amend ordinances previously adopted insofar as same may relate to the terms of office of members of the Commissioners of Water Works, the manner of electing or appointing the same, and the number thereof; (4) the determination that the amounts to be paid into the respective funds are proper and sufficient ,for the respective purposes thereof, as set out in Section 14 of the Prior Bond Ordinance; and (5) the responsibility of having each municipal officer having custody of any moneys administered under the provisions of this Ordinance to be bonded in accordance with Section 15 of the Prior Bond Ordinance. (b) To the "Commissioners of Water Works", established in an Ordinance dated August 6,-1946-, with reference to: (1) general management, control, and operation of the Water Works (other than as specifically reserved to the City's Board of Commissioners); (2) the adoption of a budget for current expenses, as set out in Section 16 of the Prior Bond Ordinance (3) the responsibility of filing the reports as to "coverage" required by Section 17 of the Prior Bond Ordinance; (4) having jurisdiction to place and purchase insurance on the System, as - set out in Section 21 of the Prior Bond Ordinance; (5) the furnishing of the records, audits, reports, and arrangements for engineering inspection, referred to in Section 22 of the prior Bond Ordinance. "INVESTMENTS" refers to investments of funds on deposit in the various funds created herein, and includes (a) direct obligations of or obligations guaranteed by the United States of America, or any of its agencies, including bookkeeping entries; 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, or any of its agencies, having a fair market value, exclusive of accrued interest, equal to not less than 100% of such excess amount. "NET ANNUAL DEBT SERVICE REQUIREMENTS" refers to gross annual principal and interest requirements of all Outstanding Bonds, adjusted for projected net annual cash flow (positive or negative) of the Invested -Sinking Fund created in Section 13B of the 1978 Bond Ordinance. "NOTE AND COUPON REDEMPTION FUND" refers to the "City of Paducah Water Works Bond Anticipation Note and Coupon Redemption Fund1-created in Section 21 of (PART TWO) of the Bond and Note Ordinance: 530 "NOTES" refers to the $15,860,000 of City of Paducah Water Works Revenue Bond Antici- pation Notes, Series 1982, dated January 25, 1982, maturing on July 25, 1984, authorized in PART TWO of the Bond and Note Ordinance. "OUTSTANDING BONDS" refers to the outstanding Current Bonds and the Outstanding Prior Bonds and does not refer to any bonds-"defeased" as provided in Section 15 hereof. "PARITY BONDS" means bonds issued in the future, which bonds issued in the future will, pursuant to the provisions of the Prior Bond Ordinance, the Bond and Note Ordinance, and this Current Bond+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. "PAYEE BANK" refers to the Bank at which the Notes are payable and at which the Current Bonds and the renewal notes will be payable, which Bank is The Paducah Bank A Trust Co., Paducah, Kentucky. "PRIOR BOND ORDINANCE" refers to the 1978 Bond Ordinance. "PRIOR BONDS" refers to the Bonds of 1978. "PRIOR DEPOSITORY" refers to -the bank in which all of the Funds created in the Prior Bond Ordinance are and will be deposited and maintained and at which the principal of and interest on the Prior Bonds are and will be payable, which bank is the Citizens Bank & Trust Company, Paducah, Kentucky. "RENEWAL NOTES" refers to $16,200,000 of City of Paducah Water Works Revenue Bond Anticipation Renewal Notes,"Series 1983, dated March 1, 1983, authorized in PART TWO of this Ordinance. "REQUIRED RESERVE" refers to -an amount equal to not less than the maximum amount of principal and interest requirements falling due in any twelve month period on all of the outstanding Prior Bonds, Current Bonds, and any parity bonds, which Required Reserve is re- quired to be accumulated -in the"Sinking Fund Reserve of"1978, as set out in Section 13B of the Prior Bond Ordinance, and in Section 9A of the Bond and Note Ordinance, as reaffirmed herein. "REVENUE FUND" refers to the City of Paducah Water Works Revenue Fund, created in the Prior Bond Ordinance for the benefit of the Prior Bonds, and which will continue to be main- tained for the -benefit of all of the Prior Bonds, Current Bonds, and any future parity bonds. "SINKING FUND" refers to the "City of Paducah Water Works Bond and Interest Re- demption Fund," created in the Prior Bond Ordinance for the benefit of the Prior Bonds, and which will continue to be maintained for the benefit of all of the Prior Bonds, Current Bonds, and any future parity bonds.. "SINKING FUND RESERVE" refers to the Sinking Fund Reserve created as a part of the Sinking Fund in the Prior Bond Ordinance, as adjusted in .Section 9A hereof." "SYSTEM" and "WATER WORKS SYSTEM" shall be used synonymously in this Ordinance and shall be deemed to refer to the City of Paducah water works system, together with all future extensions, additions, and improvements to said System. PART ONE - AUTHORIZATION OF CURRENT BONDS SECTION 2.. CONSTRUCTION AWARD APPROVED; RATIFICATION OF PREVIOUS ACTION IN COMMENCING CONSTRUCTION. -The Board of Commissioners hereby authorizes, approves, ratifies, and confirms its previous action in (a) awarding the contracts for the construction of the Current Construction Project to the lowest and best bidders, (b) entering into formal contracts with,said bidders, and (c) undertaking the construction of the Construction Project according to the plans and specifications heretofore prepared for the City. SECTION 3. AUTHORIZATION OF BONDS. For the.purpose of retiring"at maturity the $15,860,000 of Notes (or retiring or refunding Renewal Notes), which have been heretofore issued for the purpose -of defraying the costs (not otherwise provided) of the Current Construction Project, pending the issuance of the Current Bonds, there are hereby authorized to be presently issued and sold Fifteen Million Four Hundred Thousand Dollars ($15,400,000) principal amount of City of Paducah Water Works Revenue Bonds, Series 1984, dated and bearing interest from March 1, 1984, payable semi-annually on the annually on the first days of January and July in each year, except that the first interest coupon on each Bond shall represent (ten months) interest from March 1, 1984 to January 1, 531 1985. Said $15,400,000 of Bonds shall consist of three thousand eighty (3,080) Bonds of the denomination of $5,000 each, numbered from 1 to 3,080, inclusive, shall bear interest at a coupon rate or rates to be fixed by,supplemental Resolution as a result of the advertised sale of the Current Bonds,,and shall.mature serially and in numerical order -on July first of the respective years as set out below. The numbering and maturities of said $15,400,000,.of.Current Bonds shall be as fol- lows: SECTION 4. PLACE OF PAYMENT; MANNER OF EXECUTION; AND PROVISION AS TO PRIOR REDEMPTION. Both principal of and interest on the Current Bonds shall be payable at the main office of the Payee Bank, The Paducah Bank & Trust Co., Paducah, Kentucky, in such funds as are at that time lawful moneys of the United States of America.. The Current Bonds shall be executed on behalf of the City with the duly autharized reproduced facsimile signature of the Mayor of the City, and the reproduced facsimile of its corporate seal shall be imprinted thereon and attested by the reproduced facsimile signature of the City Clerk; each Bond shall be signed manually by one of said officials (part of the Bonds may be signed manually by one of such officials and the remainder of the Bonds by the other); and the interest coupons attached to said Bonds shall be executed with the duly authorized reproduced facsimile signatures of said Mayor and said 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 and Coupons. The Current Bonds and interest coupons shall be fully negotiable and shall pass merely by delivery. Current Bonds maturing on and after July 1, 1994, shall be subject to redemption by the City 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 lot), on any interest payment date falling on or after July 1, 1993, upon payment of face amount plus all accrued interest evidenced by interest coupons maturing on and prior to the redemption date, plus a redemption premium expressed in terms of a percentage of the face amount of the Bonds called for redemption as follows: Principal_ Maturities of Maturity Current July 1 Bonds Numbering 1985 125,000 1-25, 1986 140,000 26=53 1987 155,0:00 54-84 1988 165;000 85-117 1989 185,000 118-154 1990 200,000 155-194 1991 215,000 195-237 1992 235,000 238-284 1993, 305,000 285-345 1994 335,000 346-412 1995 365,000 413-485 1996 395,000 486-564 1997 430,000 565-650 1998 470,000 651-744 1999 510,000 745-846 2000 555,000 847-957. 2001 605,000 958-1078 2002 665,000 1079-1211 2003 740,000 1212-1359 2004 805,000 1360-1520 2005 - 875,000 1521-1695 2006 955,000 1696-1886 2007 1,40,000 1887-2094 2008 1,120,000 2095-2318 2009 1,220,000 2319-2562 2010 1,330,000 2563-2828 2011 1,260,000 2829-3080 SECTION 4. PLACE OF PAYMENT; MANNER OF EXECUTION; AND PROVISION AS TO PRIOR REDEMPTION. Both principal of and interest on the Current Bonds shall be payable at the main office of the Payee Bank, The Paducah Bank & Trust Co., Paducah, Kentucky, in such funds as are at that time lawful moneys of the United States of America.. The Current Bonds shall be executed on behalf of the City with the duly autharized reproduced facsimile signature of the Mayor of the City, and the reproduced facsimile of its corporate seal shall be imprinted thereon and attested by the reproduced facsimile signature of the City Clerk; each Bond shall be signed manually by one of said officials (part of the Bonds may be signed manually by one of such officials and the remainder of the Bonds by the other); and the interest coupons attached to said Bonds shall be executed with the duly authorized reproduced facsimile signatures of said Mayor and said 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 and Coupons. The Current Bonds and interest coupons shall be fully negotiable and shall pass merely by delivery. Current Bonds maturing on and after July 1, 1994, shall be subject to redemption by the City 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 lot), on any interest payment date falling on or after July 1, 1993, upon payment of face amount plus all accrued interest evidenced by interest coupons maturing on and prior to the redemption date, plus a redemption premium expressed in terms of a percentage of the face amount of the Bonds called for redemption as follows: 532 3% from July 1, 1993, through July 1, 1999; 2% from January 1, 2000 through July 1, 2005; and 1% if thereafter and prior to final maturity. In the event that any of said Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed shall be given by publication at'least once not less than thirty days prior to the redemption date in a newspaper of general circulation throughout Kentucky, and in a periodical of general circulation among purchasers of bond issues published in New York, New York. All of said Bonds as to which the City reserves and exercises the right of redemption and as to which notice as foresaid 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. Notice of such redemption may be waived with the written consent of the holder(s) of the bond(s) so called for redemption.. SECTION S. REAFFIRMATION OF DECLARATION OF WATER WORKS SYSTEM TO CONSTITUTE REVENUE PRODUCING PUBLIC PROJECT. The previous action of the City (declared in the Prior Bond Ordinance and reaffirmed in the Bond and Note Ordinance) in declaring the existing water works System of the City to constitute a revenue-producing public project or System within the meaning of Sections 58.010 through 58.140 of the Kentucky Revised Statutes, is hereby authorized, approved, ratified, and confirmed; and so long as any of the Prior Bonds, Current Bonds, or any parity bonds shall remain outstanding, said System shall be owned, controlled, operated, and maintained on a revenue-producing basis, for the security and source of payment of the Prior Bonds, Current Bonds, and any parity bonds, under the authority hereinbefore stated. SECTION 6. CURRENT BONDS PAYABLE OUT OF REVENUES ON A PARITY WITH PRIOR BONDS. All of the Current -Bonds, with interest thereon, and any additional parity bonds that may be issued and outstanding under the conditions and restrictions of the Prior Bond Ordinance and 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 out of the Sinking Fund created in the Prior Bond Ordinance, on a parity basis with the Prior Bonds, and shall be a valid claim of the holders thereof against said Sinking Fund and against a sufficient portion of the gross revenues of the System pledged to said Fund. SECTION 7. FORM OF BONDS. The Current Bonds in the amount of $15,430,000, and coupons, shall be in sub- stantially the following form (FORM OF BONDS) UNITED STATES OF AMERICA COMMONWEALTH OF KENTUCKY COUNTY'-OF:McCRACKEN CITY OF PADUCAH WATER WORKS REVENUE BOND SERIES 1984 NO. $5,000 KNOW ALL MEN BY THESE PRESENTS: That,the City of Paducah, in the County -of McCracken, in the Commonwealth of Ken- tucky, for value received, hereby promises to pay to the bearer hereof, solely from the special fund hereinafter identified, the sum of. FIVE THOUSAND,_DOLLARS on the first day of July, 19 , and to pay.interest on said sum from.the.date hereof at the rate of - percent ( %) per annum,.payable semi-annually, on the first days of January and July in each year until paid (first interest coupon representing ten months' interest due on January 1, 1985), except as the provisions hereinafter set forth with respect to prior redemption may be and become applicable hereto, such interest as may accrue on and prior to maturity of this Bond to be paid upon presentation -and surrender of.the annexed interest coupons as the same 533 severally mature, both principal and interest being payable in lawful money of the United States of America at The Paducah Bank $ Trust Co., Paducah, Kentucky. This Bond .is one of a duly authorized series .of bonds .(said .Bonds and the_apper- taining coupons being hereinafter collectively referred to.as "the Current Bonds") in the principal amount of Fifteen Million Four Hundred Thousand Dollars ($15,.4.00,000), issued by said City pursuant to an Ordinance duly enacted (the: "Current Bond Ordinance") under and in full compliance with the Constitution and Statutes of the Commonwealth of Kentucky, and more speci- fically, Sections 58.010 through 58.14.0 of the Kentucky Revised,Statutes, for the purpose of retiring at maturi.ty,.certain outstanding City of Paducah Water Works Revenue Bond Anticipation Notes, Series 1982, dated January 25, 1982, or retiring or refunding Renewal. Notes, issued for the purpose of providing interim financing of the cost (not otherwise provided) of constructing a construction project, consisting of extensions, additions, and improvements to the municipal water works system (the "System") of the City, as is more fully identified in the Current Bond Ordinance, in anticipation of the issuance of these Current Bonds. This Bond and all of the $15,400,000 of Current Bonds rank on a parity as to security and source of payment with the outstanding Water Works Refunding Revenue Bonds, Series of 1978, dated April. 1, 1978 (the "Prior Bonds"), authorized by an Ordinance enacted by the Board of Commissioners of said City on April 5, 1978 (the "Prior Bond Ordinance"). The Prior Bond Ordinance provided and the Current Bond Ordinance reaffirms that so long as any of the Prior Bonds, the,Current Bonds, and/or any additional bonds ranking on a parity therewith, are outstanding, said -municipal water works System shall be owned and operated as a revenue- producing public project or System within the meaning of Sections 58.010 through 58.140 of the Kentucky Revised Statutes, for the security and source of payment of any and all of such outstanding bonds. It is provided in.and by the Prior Bond Ordinance and in and by the Current Bond Ordinance that additional bonds ranking on a parity with the Prior Bonds and with the Current Bonds, may be issued and outstanding upon the conditions and restrictions (including the possible combination of the Paducah -water works system and the Paducah sewer system and the future issuance of parity bonds to finance extensions, additions, and/or improvements to the then ten combined and consolidated system) provided in the Prior Bond Ordinance and in.the Current Bond Ordinance; and these Current Bonds, together with such additional bonds ranking on a parity therewith as have been heretofore issued and are now outstanding, viz., the outstand- ing Prior Bonds, and as may be hereafter issued and outstanding from time to time under the parity conditions and restrictions- of the Prior Bond Ordinance and the Current Bond Ordinance, are and will continue to be payable from and secured by a first pledge of a fixed portion of the gross income and revenues to be derived.from the operation of the System, which fixed portion of said gross income and revenues shall be sufficient to pay the principal of and interest on all of said outstanding bonds against the System as and when the same become due and payable, and which shall be set aside as a special fund for that purpose and identified as the "Paducah Water Works Revenue Bond and Interest Redemption Fund" (the "Sinking Fund"). The City covenants that so long as any of the Prior Bonds, these 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 City 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 will be sufficient to pay all of the Prior Bonds, these Current Bonds, and any additional parity bonds, and the interest thereon, as the same become due, to pay the cost of operation and maintenance of the System, and to provide for the de- preciation thereof. In and by the proceedings authorizing the Prior- Bonds,..the City has covenanted and agreed that so long as any bonds are outstanding against the System, the management, control, and operation of the System will continue to be vested in an independent commission known as the Commissioners of Water Works, which shall not be abolished so long as any of such bonds are outstanding against the System. These Current Bonds do not constitute an indebtedness of the City of Paducah, Ken- tucky, within the meaning of any constitutional -or statutory provisions or limitations, but are 534 payable as to both principal and interest solely out of the revenues of the System, as afore- said. Current Bonds falling due on and after July 1, 1994, are subject to redemption by the City 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 lot), on any interest payment date falling on or after July 1, 1993, on notice published at least one time not less than thirty days prior to the redemption date in (a) newspaper of general circulation throughout Kentucky, and in (b) a periodical of general circulation among purchasers of bond issues published in New York, New York, upon payment of face amount plus all accrued interest evidenced by interest coupons maturing on and prior to the redemption date, plus a redemption premium expressed in terms of a percentage of the face amount of the Bonds called for redemption, as follows: 3% from July 1, 1993, through July 1, 1999; 2% from January 1, 2000, through July 1, 2005; and 1% on January 1, 2006, or thereafter and prior to final maturity. This Bond and the coupons appertaining hereto are fully negotiable and shall pass merely by delivery. The Bond is exempt from taxation 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 issued heretofore (the Prior Bonds) and those which may issued hereafter. IN WITNESS WHEREOF, the City of Paducah, in the Commonwealth of Kentucky, has caused this Bond to be executed with the duly authorized reproduced facsimile signature of its Mayor, the reproduced facsimile of its corporate seal to be imprinted hereon and attested by the reproduced facsimile signature of its City Clerk, and signed manually by one of said officials, and the coupons hereto attached to be executed with the duly authorized reproduced facsimile signatures of said Mayor and said City Clerk, and this Bond to be dated the first day of March, 1984. ATTEST: (Facsimile Signature City Clerk CITY OF PADUCAH, KENTUCKY By (Facsimile Signature) Mayor Manual Signature o Mayor or City Clerk (Facsimile Seal of. City) (FORM OF COUPON) COUPON NO. $ Unless the Bond to which this coupon appertains is redeemable and accordingly shall have been theretofore called for prior redemption and payment of the redemption price shall have been duly made or provided for. On the first day of 19 The City of Paducah, Kentucky, will pay to the bearer the amount shown hereon out of its "Paducah Water Works Revenue Bond and Interest Redemption Fund," at The Paducah Bank & Trust Co., Paducah, Kentucky, as provided in and being interest then due on its $5,000 Water Works Revenue Bond, Series 1984, dated March 1, 1984, numbered CITY OF PADUCAH, KENTUCKY By (Facsimile Signature) Mayor 535 ATTEST: (Facsimile Signature) City Clerk SECTION 8. COMPLIANCE WITH PARITY REQUIREMENTS OF PRIOR BOND ORDINANCE., In accordance with the requirements of Section 18 of the Prior Bond Ordinance, it is hereby certified, covenanted, and declared: (a) That the Construction Project shall upon completion constitute a part of the System; and the revenues of the System, including the new facilities resulting from the com- pletion of the Construction Project, are pledged as security for the Current Bonds, as well as for the Prior Bonds, ranking on a parity. (b) That prior to the issuance of the Current Bonds, there will have been procured and filed with the City Clerk a statement, based on necessary investigation, by an independent, state licensed Certified Public Accountant, to the effect that the net revenues (defined in subsection (1) below) of the System for twelve (12) consecutive months out of the preceding eighteen (18) months (subject to adjustments permitted under the Prior Bond Ordinance, as specified in subsection (c)(2) below) were equal to at least one and thirty hundredths (1.30) times the average Net Annual Debt Service Requirements (as defined in Section 1 of the Prior Bond Ordinance and reaffirmed in Section 1 hereof) with respect to the Prior Bonds then out- standing and with respect to the Current Bonds. (c) That the foregoing is subject to the following: (1) For the purpose of the foregoing calculation, the term "net revenues" was defined in the Prior Bond Ordinance, as "gross income and revenues of the System 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 accounting practices, exclusive of allowances for depreciation". _ (2) As provided in Section 18(2) of the Prior Bond Ordinance, the "net reve- nues" referred to above may be adjusted (as evidenced by a certification of an Independent Consulting Engineer) to reflect: (i) Any revisions in the schedule of rates and charges being imposed at the time of the issuance of such proposed parity bonds; plus (ii) Any increase in such net revenues projected by.reason of the revenues anticipated to be derived from the then proposed construction project, the cost :of which project is to be paid (in whole or in part) through the issuance of the then proposed parity bonds; (3) An appropriate Certification will be duly filed with the City Clerk prior to the issuance of the Current Bonds, certifying that contracts, secured by 100% performance bonds, for the Construction Project, have been entered into or will have been entered into prior to the issuance of the Current Bonds. Accordingly, based on the foregoing compliance with the requirements of Section 18 of the Prior Bond Ordinance, it is hereby found and declared that the Current Bonds shall rank and be payable on a parity with the outstanding Prior Bonds from the gross income and revenues of the System. SECTION 9. PROVISIONS OF PRIOR BOND ORDINANCE INCORPORATED HEREIN; ADJUSTMENTS IN REQUIRED DEPOSITS. All proceedings preliminary to and in connection with the issuance of the Prior Bonds, whereby provision was made for the receipt, custody, and application of the proceeds of the Prior Bonds; for the operation of said System on a revenue-producing basis; for the segre- gation, allocation, and custody of the revenues derived from the operation of the System; and for the enforcement and payment of the Prior Bonds; and all other covenants for the benefit of bond -holders set out in the Prior Bond.Ordinance, except as amended in the succeeding paragraph of this Section 9, are hereby ratified, confirmed, and readopted, and shall continue in force and inure to the security and benefit of the Current Bonds, as well as of the Prior Bonds, the S36 same as if such provisions and proceedings were set out herein in full; provided that the amount of income and revenues of the System to be transferred from the Revenue Fund and paid into the Sinking Fund during each of the respective fiscal years, so long as any of the Prior Bonds and/or Current Bonds are outstanding, shall be sufficient to pay when due, the interest upon and principal of all of the Prior Bonds and all of the Current Bonds, to provide for the operation, maintenance, and depreciation of the System, and to increase the reserves of certain funds, as hereinafter specified.. In accordance with the requirements of Section 13B of the Prior Bond Ordinance, it is hereby recognized that the.City is obligated, upon the issuance of the Current Bonds, ranking on a parity with the Prior Bonds, to provide for additional payments into the Sinking Fund to provide for the additional -principal, interest, and reserve requirements. -It is further hereby recognized that in and by such Section of the Prior Bond Ordinance, provision was included for the accumulation in the Reserve Fund within the Sinking Fund, of a reserve in an amount equal to not less than the maximum Net Annual Debt Service Requirements -(as defined in the Prior Bond Ordinance and repeated in Section 1 hereof) required in any ensuing year for principal and interest requirements with respect to the Prior Bonds (the "Required Reserve"). It was further provided in the aforementioned Section and is -hereby reaffirmed that as and when additional parity bonds are issued, provision shall be made for increasing the Required Reserve of the Sinking Fund Reserve to an aggregate -amount equal to .the maximum Net Annual Debt Service Requirements thereafter becoming due with respect.to all Outstanding:Bonds, including the Prior Bonds, the Current Bonds, and any additional parity bonds, in any twelve-month period there- after, which Sinking Fund Reserve shall be similarly maintained.and restored when necessary. A. Deposits into Sinking Fund.and Sinking Fund Reserve. Accordingly, based on the additional principal and interest requirements of the Current Bonds, it is hereby determined that,the amounts to be so set aside into the Sinking Fund and -into the Sinking Fund Reserve maintained at the Prior Depository, on or before the 15th day of each month, shall be not less than amounts constituting the total of the following: (1) A sum equal to one-sixth (1/6) of the next succeeding interest installment to become due on all of the outstanding Prior Bonds, Current Bonds, and -any additional parity bonds, except that for and in the period from March 1.,.1984,.to January, 1,, 1985, but subject to a credit for accrued interest collected on the Current Bonds and deposited in the Sinking Fund, the amounts to be so deposited in each month,, retroactively to March 1,. 1984, in addition to the requirements of the Prior'Bonds, shall be an.amount equal to one-tenth (1/10) of the ten months' interest becoming due on the Current Bonds on January 1, 1985; (2) A sum equal to one -twelfth (1/12) of.the principal amount of any Prior Bonds, Current Bonds, and any additional parity bonds, maturing on the next succeeding July 1; (3) Into the Sinking Fund Reserve, an amount equal to 1/120 of the additional amount necessary toaccumulate the Required -Reserve, -in order to assure accumulation of the full amount of the Required Reserve within a period of ten years from the date of issuance of the Current Bonds. In compliance with the requirements of the Prior Bond Ordinance, the City covenants hat monthly transfers shall"continue until there shall have been accumulated in the Sinking and an amount 'sufficient to pay the interest on and principal of the Prior Bonds and the urrent Bonds as same shall become due during the ensuing one-year period, and -to accumulate in he Sinking Fund Reserve an amount equal to the Required Reserve, i.e., the maximum Net Annual ebt Service Requirements thereafter becoming due with respect to said Prior Bonds and Current onds. Whenever the amount of the Required Reserve shall have been accumulated and is being in the Sinking Fund Reserve, the monthly transfers into the Sinking Fund shall be to the total of the, following: (a) A sum equal to one-sixth (1/6) of the next succeeding interest installment to become due on..all of the outstanding Prior Bonds, Current Bonds, and any additional parity bonds; plus (b) A sum equal to one -twelfth (1/12) of the principal amount of any Prior Bonds, Current Bonds, and any additional parity bonds, maturing on the next succeeding July first; 537 but subject to resumption of the additional amounts required by Section 9(A)(3) above, if, to the extent of, and so long as necessary to restore the Required Reserve. As and when additional parity bonds are issued, provision shall be made for ad- ditional payments into the Sinking Fund so as to pay the interest on and the principal of such additional parity bonds as and when the same becomedue, and for increasing the Sinking Fund Reserve by similar monthly -amounts to an aggregate amount equal.to the adjusted Required Reserve, viz., the maximum Net Annual Debt Service Requirement.s.with respect to all Outstanding Bonds, including the Prior Bonds, the Current Bonds, and any additional parity bonds, in any period of twelve.(12) months ending on July 1 of any year, which Sinking Fund Reserve shall be similarly maintained and restored when necessary. Whenever the amount in the Sinking Fund Reserve is equal to or greater than the amount required to prepay or redeem all outstanding Bonds,.including the Prior Bonds, the. Current Bonds, and any parity bonds, _such Sinking Fund Reserve shall be used to retire all of such outstanding Bonds in the following_manner: (a) through call for redemption on the next permissible redemption date; (b) to purchase such outstanding Bonds in the open market at not exceeding the next applicable redemption price; or (c) to purchase such Bonds through advertisement for and receipt of tenders'of Bonds, at not exceeding the next applicable redemption price, as may be determined by the. Governing Body of the City; provided further, however, that said Sinking Fund Reserve shall not be used to prepay bonds in advance of maturity unless sufficient amounts are on deposit in the Sinking Fund and the Sinking Fund Reserve to.prepay and retire all of such outstanding Bonds. B. Current Bond Payment Account. On or before the 20th days of.June and December- in each year, the Prior Depository shall transfer from the Sinking Fund and from the Sinking Fund Reserve (if necessary) a sum equal to the interest or a sum equal to the principal and interest, as the case may be, becom- ing due and payable on the Current Bonds at the Payee Bank, The Paducah Bank & Trust Co., - Paducah, Kentucky, on the ensuing July 1 or January 1, and deposit same in an account at the Payee Bank entitled, "City of Paducah Water Works Bond.and Interest Payment Account", hereby created, to be maintained at -the Payee Bank and held as a trust fund to be drawn upon to pay maturing coupons, or maturing Bonds and coupons, as the case may. be, of the.Current Bonds, upon presentation thereof on or after maturity and upon surrender of maturing Bonds and/or Coupons. C. Deposits into Depreciation Fund., In Section 13C of the Prior Bond Ordinance; a fund was created which is known as the "Paducah Water Works.System Depreciation Fund" (the "Depreciation Fund"), which is required to be deposited in the Prior Depository, and into which Fund there was required to be deposited in each month, an amount equal to ten percent (10%) of the balance of the income and revenues in the Revenue Fund, which deposits were to continue until there shall have been accumulated and is being maintained in the Depreciation Fund the sum of at least $250,000, which amount shall continue to be maintained, and when necessary, restored to said amount. It was further pro- vided in said Section 13C that as and when additional parity bonds are issued, provision shall be made for additional payments into the Depreciation Fund, until there shall have been accumu- lated in said Fund in approximately equal monthly installments .over a period of 120 months, an additional amount equal to four percent (4%) of the Current Bonds and any additional out- standing parity bonds. In accordance therewith, it is hereby determined that 4% of the Current Bonds authorized herein is the sum of $616,000, which, when added to the sum of $250,000, currently required to be accumulated in the Depreciation Fund, equals the total amount of $866,000. Accordingly, it is determined that the amount to be deposited in the Depreciation Fund in equal monthly installments over a period of 120 months, from the funds remaining after making the deposits required to be made by Section 9A above, shall bean amount (i) sufficient to accumulate such total amount of $866,000; or (ii) an amount equal to ten percent (10%) of the balance of the income and revenues in the Revenue Fund, whichever is greater; provided further that, in accordance with the Prior Bond Ordinance, as hereby adjusted, based upon the recommendation o£ the Independent Consulting Engineers, if and whenever the amount accumulated in the Depreciation Fund shall equal either 538 (a) an amount equivalent to 100 of the total amount of bonds out- standing against and.payable from.the revenues of the System; or (b) the sum of $866;000, whichever is greater, deposits into the Depreciation Fund may, thereafter, at the option of the Governing Body of the City, be discontinued; provided, further, that if at the time of issuance of any additional parity bonds, the Independent Consulting Engineers then employed by the City shall recommend in writing to the Governing Body, that (1) no further amounts need be accumulated in such De- preciation Fund, such deposits may be discontinued, subject to resumption whenever necessary to restore such amount, or that (2) a larger amount shall be accumulated in the Depreciation Fund than the amount specified in either (a) or (b) above, then such deposits shall continue until such larger amount has been so accumulated. All other provisions contained in the Prior Bond Ordinance with reference to the application of the proceeds of the Depreciation Fund, the deposit, security, and investment thereof, and all other related provisions, are hereby readopted, ratified, and confirmed, except to the extent amended herein. D. Deposits into Operation and Maintenance Fund. It is further recognized that 'in and by Section 13D of the Prior Bond Ordinance a fund was created which is known as the "Paducah Water Works System Operation and Maintenance Fund" (the "Operation and Maintenance Fund"), into which there was required to be deposited in each month, after the transfers of the amounts required to be transferred by Sections 9A and 9B above, such amounts as are required to pay, as they accrue, the proper and necessary costs of operating, maintaining, and insuring the System, as set out in the "Current Expenses" contained in the Annual Budget; and all of the provisions of said Section 13D of the Prior Bond Ordinance are hereby readopted, ratified, and confirmed. E. Surplus Funds. Itis hereby further recognized that it was provided in Section 13E of the Prior Bond Ordinance that if, at the end of any fiscal year, after making the payments required by the foregoing, there shall remain a balance in said Revenue Fund in excess of the amount required to be transferred during the ensuing year, such balance within sixty (60) days after the end of such fiscal year, may, at the direction of the Governing Body of.the City, be used as follows, in the order specified: (1) To retire or redeem outstanding Prior Bonds and/or Current Bonds in inverse order -of maturities, to purchase Bonds in the open market, or to purchase Bonds through advertisement for and receipt of tenders of Bonds, at not exceeding the next applicable call price, as may be determined by the governing body of the City; (2) To transfer additional amounts to the Sinking Fund Reserve; (3) To transfer additional amounts to the Depreciation Fund; .(4) To transfer additional..amounts to,.the Operation and Maintenance Fund; (5). To pay principal and interest .requirements of any outstanding junior and subordinate obligations against the 'System; (6) Provided further that after the following shall ,have been ac- cumulated and are being maintained: (a) the Required Reserve (Sinking Fund Reserve); (b) the amount required to be accumulated in the Depreciation Fund, as.specified in Section 13(1) and (2) of the Prior Bond Ordinance, and as reaffirmed in Section 9B above; ...(c) an amount equal to one month's average requirements of the. Operation and Maintenance Fund; and (d) an amount in the Sinking Fund (exclusive of the Required Reserve) equal to the Net Annual Debt Service Reserve Requirements for the ensuing year, any surplus in the Revenue Fund then remaining, may, at the direction of the Governing Body, be transferred and used for any lawful purpose of the City. SECTION 10. PROVISION PERMITTING ADDITIONAL PARITY BONDS. 539 The Current Bonds shall not be entitled to priority one over the other in the appli- cation 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 Prior Bonds and the Current Bonds as may from time to time be outstanding; provided the City has in Section 18 of said Prior Bond Ordinance reserved the right and privilege, and does hereby reserve 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 Prior Bonds and with the Current Bonds, but only under the conditions specified in Section 18 of the Prior Bond Ordinance, which conditions are hereinafter repeated, taking into account the issuance.of the Current.Bonds, as follows:, The City reserves the right to add'new waterworks facilities, and/or related aux- Mary facilities, and/or to finance future extensions, additions, and/or improvements to the 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 System, 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 part of the System and its or their revenues are pledged as additional security for the additional parity bonds and the outstanding Prior Bonds and Current Bonds. ' (b) There shall have been procured and filed with the City Clerk a statement by a Certified Public Accountant, as defined herein, recit- ing the opinion based upon necessary investigation that the net revenues of the System for 12.consecutive months of the,preceding 18 months (with adjustments as hereinafter provided) were equal to at least one and thirty hundredths (1.30) times the -average Net Annual Debt Service Requirements (as defined in Section 1 of the Prior Bond Ordinance and reaffirmed in Section 1 hereof) of the Prior Bonds, the Current Bonds, and any additional parity bonds including the bonds then proposed to be issued. (The calculation of average Net Annual_ Debt Service Requirements for principal of and interest on the ad- ditional bonds to be issued shall be determined on the basis of the principal of, and interest'on, such bonds being payable in approxi- mately equal annual installments.) "Net 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 -pur- chase ' d, ater pur- chased, if any, materials and supplies,.pumping costs, insurance, and all other items that are normally and regularly so included under recognized accounting practices, exclusive of allowances for depreciation. "Gross income and revenues" shall include investment income, connection fees, disconnection fees, and all other items of income which have been established as "reasonably anticipated annual income of the System", based upon a certification of Independent Consulting Engineers and/or Certified Public Ac- countants, as defined herein. "Operating expenses" shall includeonly 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 of Certified Public -Accountants, 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 ;or charges being imposed at the time of the issuance.of any such additional parity bonds, and also to reflect (ii) any increase in such net revenues projected by reason of the revenues anticipated to be derived from the extensions, ad- ditionsi and/or improvements to the System or any separately acquired (or to be acquired) water works system or facilities being financed (in whole or in part) by such additional parity bonds; provided such latter adjustment shall be made only if contracts {secu-red by 100% performance bond) for the immediate acquisition and/or construction of such extensions, additions, and/or improvements or contracts for the acquisition of an existing water works system or existing water works facilities 540 have been or will have been entered into prior to the issuance of such additional parity bonds. All of such adjustments shall be based upon the written certification of an Independent Consulting Engineer, as defined herein. (c) The.interest"payment dates for all such additional parity bonds shall be semi-annually on January 1 and July I 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. -(d) -The City hereby readopts, ratifies, and confirms the provisions of. Section 18(3). of the Prior. Bond Ordinance, -in which the City reserved the right to issue parity bonds to refund or refinance outstanding bonds., provided such "right shall henceforth apply to the refunding,or.refinancing of any part or all of the Prior Bonds and of the Current Bonds. (e) The City readopts, ratifies., and confirms the provisions of Section 18(4) of the Prior Bond Ordinance, in which -the City (i) reserved the right to combine and consolidate the Water Works System " of the City with the Server System. -of the City into a single combined and consolidated revenue-producing project or system (the "Con- solidated System"), (ii)"to issue parity bonds payable from the revenues of the Consolidated System to refund or refinance"any of the bonds outstanding against the serer system of the City, and there- after, (iii) to issue .parity "bonds to finance -additional water and/or sewer facilities to the Consolidated System. (f) The City hereby readopts, ratifies, and confirms the provisions of Section 18(5) of the Prior Bond Ordinance, entitled "Priority of Lien, Permissible Disposition of Surplus or Obsolete Facilities; Conditions." 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 Official Terms and Conditions of Sale of Bonds, setting out the following specific terms and conditions: A. 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. Bids must be enclosed in sealed envelopes marked "Proposal for City of Paducah 'Water Works Revenue Bonds, Series 1983," and bids "must -be re- ceived by the City Clerk prior to the date and hour stated in the Notice of Bond Sale. B. Bids -will be considered only for the entire $15,400,000 of Bonds, at a minimum price of $15,092,000 (98% of par), plus accrued interest from the date of the Bonds (March 1, 1984) to the date of delivery. C. Each proposal shall be accompanied by a good faith check in the amount of -$154,000, which shall be represented by a certified check'or bank cashier's check in that amount, payable to the order of the City of Paducah, Kentucky. (If the amount of said check is to be credited against the purchase price on the date of delivery, said check must be in'Federal funds). D. Bidders must state an interest coupon rate or rates in a multiple of 1/8, 1/10, or 1/20 of 1%, and there is no stated maximum interest rate. E. No more than 17 different interest rates.may be specified, provided repetition ofa rate shall not be considered to be a different rate. F. There shall be"no maximum differential between --the highest' and lowest interest coupon rates stipulated in any bid. G. All Bonds of the same maturity shall bear the same and a single interest coupon rate from the date thereof'to maturity, and interest becoming due on any interest payment date may not be represented by more than one coupon on "any Bond. H. Coupon rates must be on an ascending scale, in that the coupon rate for Bonds.of any maturity may not be less than the"coupon rate stipulated for any preceding maturity. 541 I. The right to reject bids for any reason deemed advisable by the Board of Commissioners, and the right to waive any possible informalities or irregularities in any bid which, in the judgment of the Board of Commissioners, with the advice of the Fiscal Agent, shall be minor or immaterial, shall be expressly reserved. J. The purchaser must accept delivery of the Bonds and make payment for same, in Federal funds, at the accepted purchase price, when tendered for delivery in Louisville, Kentucky, at no cost to the purchaser other than any charge made by any closing Bank, if any, for the cost of the closing, or elsewhere, at the purchaser's expense. K. Upon: wrongful refusal of sad purchaser to take delivery of and pay for the Bonds when tendered for delivery, the amount of the good faith check shall be forfeited by such purchaser, 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 purchaser shall be relieved of any liability to accept the Bonds hereunder, whereupon, at the written request of such purchaser, his good faith check will be returned, without interest. L. At the time of delivery of the Bonds the purchaser may, at his option, either pay the full purchase price in Federal funds, and have his good faith check returned, or, if the good faith check is in Federal funds, deduct the good faith check from the pur- chase price and pay the net balance of such purchase price. 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. SECTION 12. ACCEPTANCE OF BID FOR PURCHASE OF 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 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". If upon the basis of the foregoing, the Board of Commissioners shallaccept a purchase bid for the Current Bonds, the Board of Commissioners -shall adopt an Order 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. DISPOSITION OF PROCEEDS OF BONDS.. Whenever the Current Bonds.shall have been -sold and delivered, the proceeds thereof shall first be applied as follows in the order specified: A. IF RENEWAL NOTES ARE NOT ISSUED,.THE PROCEEDS OF THE CURRENT BONDS SHALL BE APPLIED AS FOLLOWS: (1) There shall be deposited into the Note and Interest Redemption Fund created in the Bond and Note Ordinance, whatever amount of the proceeds of the Current Bonds shall be necessary, when supplemented by -the amount then on deposit in said Fund, and in the Debt Service Reserve for Notes, plus any contractual invest- menteincome therefrom, to pay on July 1,1984, at their maturity, 542 the full amount of principal of the Bond Anticipation Notes, plus all interest due thereon; (2) There shall be deposited into the Sinking"Fund an amount equal to the collected accrued interest on the Current Bonds for the period from the date thereof to the date of delivery thereof; (3) There shall next be paid the fee of the City's Fiscal Agent, J. J. B."Hill-iard, W. L. Lyons, Inc., and all other expenses of the issuance of the Bonds, As may be"or shall have been approved by the Board of Commissioners of the City;'and. (4) Any balance then remaining shall be transferred to the Con- struction Account created in the Bond and Note Ordinance. Whenever the Construction -Project -shall have been completed, as evidenced by a certification-of,the Engineers, such balance of -the proceeds shall:, at the direction of the Board of Commis- s,ioners of the City; be deposited into the Sinking -Fund -Reserve or into the Depreciation Fund, but shall not be deposited in any other fund or applied for any other purpose. B. IF RENEWAL NOTES ARE ISSUED, THE PROCEEDS OF THE RENEWAL NOTES, AND THEREAFTER THE PROCEEDS OF THE CURRENT BONDS, (UNLESS FUTURE RENEWAL NOTES SHALL BE ISSUED BEFORE THE ISSUANCE OF THE CURRENT BONDS) SHALL BE APPLIED AS FOLLOWS: If Renewal notes are issued, the proceeds of such Renewal Notes shall be applied to the immediate refunding and redemption of the Notes, including the payment of the applicable redemption premium. If Renewal Notes -shall have been issued, then, when the Current Bonds (or Future Renewal Notes) shall have been sold and delivered, the proceeds thereof shall be applied as follows: (1) There shall be deposited into the Note and Interest Redemption Fund a sufficient amount which, when added to the sums then on deposit in the Debt Service Reserve for Notes, shall be adequate to pay the full amount of principal of all then outstanding Renewal Notes, all interest due thereon, plus the applicable redemption premium, if 'any. Such amount, derived from both sources.., shall, until disbursed for the designated purpose of redeeming the outstanding Renewal Notes, be fully collateralized, to the extent that such amount exceeds the amount insured by the FDIC, by securities qualifying as "Investments" as defined herein; (2) The amount received from the purchaser representing accrued interest from the date of the Current Bonds to the date of delivery thereof, shall immediately be deposited into the Sinking Fund; (3)=There-shall next be paid the fee of the City's Fiscal Agent, J. J. B., Hilliard, W. L. Lyons, Inc., and all other expenses of the issuance of the Bonds, as may be or shall have been approved by the.Board of Commissioners of the City; and (4) Any balance then remaining shall be transferred to the Con- "struction Account created in the Bond and Note Ordinance. Whenever the Construction Project shall have been completed, as evidenced by a certification of the Engineers, such balance of the proceeds shall, at the direction of the Board of Commis- sioners of the City, be deposited in the Depreciation Fund or into the Sinking Fund Reserve, but shall not be deposited into any other fund or applied for any other purpose. SECTION 14. INVESTMENTS; LIMITATION ON INVESTMENT OF FUNDS. The City covenants and certifies, in compliance with Federal arbitrage regulations, as follows: (a) The City certifies, on the basis of known facts and circumstances in existence on the date of adoption of this Bond and Note Ordinance, that the proceeds of the Notes have not been, and it is not expected that the proceeds of the Current Bonds, the Renewal Notes, or the revenues of the System will be, used in a manner which would cause such Bonds or Renewal Notes to be arbitrage bonds. The City covenants to the purchasers and/or holders of the Current Bonds and to the purchasers of the Renewal Notes that (1) the City will make no use of the proceeds of said Bonds or Renewal Notes, or the revenues of the System, which, if such use had been reasonably expected on -the date of issue of such Bonds or Renewal Notes, would have caused such Bonds or Renewal Notes to be "arbitrage bonds", and (2) that the City will comply with (i) all of the requirements of Section 103(c) of the Internal Revenue Code, and (ii) all 543 of the requirements of applicable Income Tax Regulations thereunder, to whatever extent is necessary to assure that neither the Current Bonds nor the Renewal Notes shall not be treated as arbitrage bonds. (b) The City certifies, based on information furnished by the Engineers, on known facts and reasonable expectations at this time, as follows: (1) that the City has entered into contracts with the Engineers in connection with the construction of the Project financed by the Notes and the Current Bonds, and by,the Renewal Notes and the fees to be paid to such Engineers will exceed the lesser of either (i) the sum of $100,000, or (ii) an amount equal to 2-1/2% of the total cost of the Project; (2) that work on the Project has commenced; (3) that the construction of the Project has- proceeded and will proceed hereafter to completion with due diligence on the part of the City; (4) that at least 95% of the spendable proceeds of the Current Bonds will be expended on the costs of the Project within less than three years from the date of issuance of the Notes or of the Bonds; (5) that it is anticipated that amounts on deposit in the Sinking Fund will used within thirteen (13) months from the date of deposit for the payment of debt service on the Outstanding Bonds or Renewal Notes and that the Sinking Fund will annually be depleted through such application, for current debt service requirements -of the Bonds or Renewal Notes, except for an amount equal to not more than the greater of (a) one -twelfth (1/12) of debt service requirements of the Outstanding Bonds for the then ensuing year, or (b) one year's earnings on the Sinking Fund; all references to Sinking Fund in this Subsection shall be deemed to refer to the Note and Coupon Redemption Fund if and so long as Renewal Notes are issued and outstanding; (6) that it is not anticipated that amounts will be accumulated in any reserve -funds) anticipated -to be used for debt service on the Out- standing Bonds or Renewal Notes -in excess of the Eligible 15% of Out-;- standing ut=standing Bonds, as defined herein, or of the Outstanding Bonds and Renewal Notes; (7) that it is not reasonably anticipated that amounts accumulated in the Depreciation Fund will be used for payment of debt service on any Outstanding Bonds or Renewal Notes, even though such Fund will be so available if necessary to prevent a default in the payment of principal and interest on such Bonds or Notes; and (8) that the City has not been advised of any listing or contemplated listing by the Internal Revenue Service determining that such certification with respect to its obligations may not be relied on; Prior to.or at the time of delivery of the Current Bonds, the Mayor, the City Clerk, 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 certifications of the type contemplated by the "Proposed Arbitrage Regulations", as amended, in order to assure that interest on the Current Bonds and on the Renewal Notes will be exempt from all Federal income taxes and that neither such Bonds nor Renewal Notes will be treated as "arbitrage bonds". SECTION 15. DEFEASANCE. The City reserves the right, at any time, to cause the pledge of the revenues securing the Prior Bonds, the Current Bonds, all. Parity Bonds, and/or Renewal Notes, to be defeased and released by paying an amount into an escrow fund sufficient, when invested (or sufficient without such investment, as the case, may be) in cash and/or direct or fully guaranteed obligations of the United States Government-, to�assure the availability in such escrow fund of an adequate amount (a) to, call for redemption. and to.redeem and retire all of such Outstanding Bonds and/or Renewal Notes, both as to principal and as to interest, on the next 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 principaland interest requirements on..such Outstanding Bonds and/or Renewal Notes as same mature, without redemption in advance -of maturity, the determination of whether 544 to defease under (a) or (b) or both to be made by the Governing Body of the City. Such investments 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 City shall take all steps necessary to publish notice of the redemption of such outstanding bonds on the next applicable redemption date. 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 no such defeasement shall be accomplished through the use of amounts on deposit in the Sinking Fund Reserve or through any other funds if such defeasement would, in the opinion of recognized Bond Counsel, adversely affect the exemption of interest on any of the outstanding bonds from Federal income taxation. SECTION 16. -'DATE, 'AMOUNT, AND OTHER -TERMS OF CURRENT BONDS MAY BE REVISED BEFORE ISSUANCE. The City reserves the right, prior to the issuance of the Current Bonds to amend this Ordinance as to the date, amount, maturities, redemption premiums, and other provisions of such Current Bonds, consistent with market conditions and other pertinent factors at the time of such issuance, provided no such changes shall be made if and to the extent that such changes, in the opinion of the City's recognized Bond Counsel, would adversely affect the security for the issuance of the outstanding Renewal Notes hereinafter authorized in PART II hereof. It is currently estimated that in the event Renewal Notes are issued, the amount.of Current Bonds required to retire (or defease) the Renewal Notes will be $15,400,000 of Bonds. SECTION 17. REAFFIRMATION OF COVENANTS OF PRIOR ORDINANCE. In addition to the covenants heretofore made for the benefit of the holders of the Current Bonds, the City hereby specifically reaffirms those provisions of the Prior Bond Ordinance included.in Sections 17, 21, 22, and 23 hereof, entitled as follows: "SECTION 17. RATES AND CHARGES FOR SERVICES'OF THE SYSTEM." "SECTION 21. INSURANCE." "SECTION 22. RECORDS, AUDITS AND REPORTS; MONTHLY REPORTS; ENGINEERING INSPECTION." "SECTION 23. GENERAL COVENANTS." The City further acknowledges that under Section 17 of the Prior Bond Ordinance, the City has covenanted (1) not -to -reduce water rates without establishing that the proposed reduction will not reduce the required coverage below the amount of.coverage (revenues, as adjusted, equal to at least 1.30 times average "Net Annual Debt Service Requirements", as defined herein) which would be required in order to enable the City to issue additional parity bonds, and (2) to cause a report to be filed with the Governing Body within four months 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 average Net Annual Debt Service Requirements falling due 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, calculated in the manner specified in Section 18 of the Prior Bond Ordinance; and that if and whenever such report so filed shall establish that such coverage of net revenues for such year was less than 115% of the average Net Annual Debt Service Requirements thereafter, the City shall increase the rates by an amount sufficient, in the opinion of such Engineers and/or Accountants, to establish the existence of or immediate projection of, such minimum 115% coverage. Such covenants are hereby specifically readopted and reaffirmed. PART TWO - AUTHORIZATION OF BOND ANTICIPATION RENEWAL NOTES SECTION 18, AUTHORIZATION OF RENEWAL NOTES. For the purpose of redeeming prior to maturity the outstanding $15,860,000 of Notes, heretofore issued for the purpose of interim financing the costs (not otherwise provided) of the Construction Project, in anticipation of the issuance, at a later date, of the Current Bonds, there are hereby authorized to be presently issued and sold, pursuant to Sections 58.010 through 58.150 of the Kentucky Revised Statutes, Sixteen Million Two Hundred Thousand Collars ($16,200,000) principal amount of City of Paducah Water Works Revenue Bond Anticipation Renewal Notes, Series 1983, dated and bearing interest from March 1, 1983 (the "Renewal Notes"), payable semi-annually on March 1 and September 1 in each year. Said $16,.200,000 of Renewal 545 Notes shall be in the denomination of $5,000, shall be numbered from 1 to 3,240, inclusive, shall bear interest at a single coupon rate to be fixed by Supplemental Resolution of the Board of Commissioners as.a result of the public sale of the Notes, and shall mature on September 1, 1985. SECTION 19. PLACE OF PAYMENT, MANNER OF EXECUTION; AND PROVISION AS TO PRIOR REDEMPTION OF RENEWAL NOTES. Both principal of and interest on the Renewal Notes shall be payable at the main office of the Payee Bank, The Paducah Bank &-Trust.Co., Paducah, Kentucky, in such funds as are at that time lawful moneys of the United States of America. The Renewal Notes shall be executed on behalf of the City with the duly authorized reproduced facsimile signature of the Mayor and the reproduced facsimile of its corporate seal shall be imprinted thereon, and attested by the reproduced facsimile signature of the City Clerk., Each Note shall be signed manually by one of such officials (part of the -Notes may be signed by one of such officials and the remainder of the Notes by.the other), and the interest coupons attached to said Notes shall be executed with the duly authorized reproduced facsimile signatures of said Mayor and said 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 Notes and Coupons. The Renewal Notes and interest coupons shall be fully negotiable and shall pass merely by delivery. The. Renewal Notes shall be subject to redemption by the City.prior.to maturity, in whole or in part (to be selected by lot), on March 1, 1984, and on any date thereafter (not necessarily an interest payment date), upon payment of the face amount plus all accrued interest -to date plus a redemption premium in an amount equal to one-half of one percent (1/2%) of the face amount of the Notes called for redemption. In the event that any of said Renewal Notes are called for redemption as aforesaid, notice thereof identifying the Notes to be redeemed shall be given by publication at least once not less than thirty days prior to the redemption date in a newspaper of general circulation throughout Kentucky and in a periodical of general circulation among purchasers of bond issues published in New York, New York. _ All of said Renewal Notes as to which the City 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. Notice of such redemption may be waived with the written consent of the holder(s) of the Note(s) so called for redemption. SECTION 20. FORM OF RENEWAL NOTES. The Renewal Notes, in the total amount of $16,200,000,,and coupons, shall be in substantially the following form: UNITED STATES OF AMERICA COMMONWEALTH OF KENTUCKY COUNTY OF McCRACKEN CITY OF PADUCAH WATER WORKS REVENUE BOND ANTICIPATION RENEWAL NOTE SERIES 1983 No. $5,000 KNOW ALL MEN BY THESE. PRESENTS: That the City of Paducah, of McCracken County,. Kentucky (the "City"), acting under the authority of Sections 58.010 through 58.150, inclusive, and 56.513 of the Kentucky Revised Statutes, for value received, hereby promises to pay to the bearer hereof,. .the principal sum of FIVE THOUSAND DOLLARS ($5,000), on September.l, 1985 and to pay interest on said principal sum from the date hereof at the rate of percent ( %) per annum, payable semi-annually, on March 1 and September 1 in each year until paid, except as the provisions hereinafter set.forth with .respect to prior redemption may become applicable hereto, such interest as may accrue on and prior to maturity of. this Note to be paid upon presentation and surrender of the annexed interest coupons as the same severally 546 mature, both principal and interest being payable in lawful money of the United States of America at The Paducah Bank $ Trust Co., Paducah, Kentucky. This Note is one of a series of Renewal Notes in the aggregate principal amount of $16,200,000 (collectively the "Renewal Notes"), duly authorized by the City and issued in anticipation of the issuance of City of Paducah Water -Works Revenue Bonds; -Series 1984, dated March 1, 1984 (the "Current Bonds"), and this Note is issued pursuant to a duly adopted Ordinance of the City authorizing both the Bonds and the Renewal Notes (the "Bond and Renewal Note Ordinance"), -to which Ordinance reference is hereby made for a more complete description of the nature and extent of the security thereby created, the rights and limitations of rights of the Holder"of this Note, and the rights, obligations, and duties of the City, for the purpose of redeeming, prior to maturity, the outstanding City of Paducah Water Works Revenue Bond Anticipation Notes, Series 1982, dated January 25, 1982, issued by the City for the purpose of interim financing the costs (not otherwise provided) of a project (the "Construction Project" or the "Project"), consisting of the construction of extensions, additions, and improvements to the existing water works system (the "System") of the City. The City represents to the bearer of this Renewal Note that it has taken all proper steps to initiate the Project and has in the Bond and Renewal Note Ordinance appropriately recorded evidence of the City's determination that same shall ultimately be financed (to the extent funds are not otherwise provided) by the proceeds of the Current Bonds, to liquidate any Bond Anticipation Notes or Renewal Notes issued to interim finance the Project. The City covenants with the bearer of this Renewal Note that at a proper time or times during the construction of the Project, or upon completion thereof .(such time or times to be determined in the discretion of the City), and in any event in ample time prior to the maturity and/or applicable redemption date(s) of the Renewal Notes, that the City will take all proper and necessary action under existing statutory authority and in accordance with law, to offer at public sale, issue, and deliver, the Current Bonds and/or future renewal notes, in a sufficient amount (to the extent funds are not otherwise provided), including provision for payment from the proceeds of said Current Bonds and/or future renewal notes, of the principal of and interest on these Renewal Notes as herein provided, unless and except to the extent that such principal and interest shall previously have been paid, or provisions for payment thereof shall have been duly made from other sources, as provided in the Bond and Renewal Note Ordinance. The City covenants with the bearer of this Note that when the proceeds of the Bonds are received, a sufficient amount of the first proceeds thereof, shall be deposited in the "City of Paducah Water Works Bond Anticipation Note and Coupon Redemption Fund," at the payee bank, for the prompt payment of the principal amount of the Renewal Notes, together with interest thereon (except to the extent that such interest shall previously have been paid as hereinabove provided), and said Renewal Notes shall constitute a first charge upon said proceeds; and any balance then remaining shall,be deposited in the Construction Account created in the Bond Ordinance. _ The City covenants that the proceeds of these Renewal Notes are earmarked for the purpose of liquidating the outstanding Notes. - The obligation of the City for the payment of the principal of and interest on the Renewal Notes shall be paid from the proceeds of the Bonds and/or future renewal notes when said Bonds and/or future renewal notes are sold and delivered and the proceeds thereof shall have previously been received and are available. The City has also pledged as additional sources of payment of the principal of and the interest on the Renewal Notes Cl) all interest income which may be realized from the investment of the proceeds of the Renewal Notes pending disbursement of such proceeds, (2) to any extent which may be necessary all of the proceeds of the Current Bonds and/or future renewal notes, (3) to any extent which may be necessary, the revenues derived by the City from the operation of the System, such pledge of revenues being subordinate to the pledge of revenues securing ('a) the City of Paducah Water Works Refunding Revenue Bonds, Series 1978, dated April 1, 1978, and (4) if and to any extent which may be necessary, the Debt Service Reserve for Notes created in the Bond Ordinance. The Notes are subject to redemption by the City prior to maturity, in whole or in part (to be selected by lot), on March 1, 1984, and on any date thereafter (not necesarily an S47 interest payment date), upon notice published at least one time not less than thirty days prior to the redemption date in a newspaper of general circulation throughout Kentucky and in a periodical of general circulation among purchasers of bond issues published in New York, New York, upon payment of face amount plus all accrued interest to date plus a redemption premium equal to one-half of one percent (1/20) of the face amount of the Notes called for redemption. The City hereby covenants and agrees that (a) if the Current Bonds (or any part thereof) are sold and delivered so that the proceeds thereof become available more than ninety (90) days prior to March 1, 1984, and (b-) if market conditions indicate that same is then feasible, the City will solicit tenders of the outstanding Notes for purchase and cancellation at a price or prices not exceeding a price equivalent to the face amount thereof plus the redemption premium of one-half of one percent (1/2a) of face amount, together with accrued interest to the date of surrender and payment; and that to the extent that tenders may be received upon such .terms, the proceeds of sai& Current Bonds which have been so received will be applied to the purchase and cancellation of such Notes. Solicitation of tenders in this respect will be made by publication one time of a notice in a financial newspaper published in New York, New York, at least thirty days prior to the tender date. The balance of the Notes not tendered will be defeased to March 1, 1984, and redeemed on that date, through application of a sufficient portion of the proceeds of the Bonds in the manner specified in the -Bond and Renewal Note Ordinance. This Renewal Note and the coupons appertaining hereto are exempt from taxation in Kentucky, are fully negotiable, and are transferable merely by delivery. The Renewal -Notes are limited and special obligations of the City, and do not and shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitations or provisions, and the City shall not be -obligated to pay the Renewal Notes of which this Note is one or the interest thereon except from the sources herein covenanted to be used for the payment of the Renewal Notes. IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts,;condit-ions, and things required to exist, to happen, and to be performed precedent to and in the issuance and delivery of this Note, do exist; have happened, and have been performed according to -law; and that provisions have been made, and will be made, for the payment of the principal hereof from the proceeds of the above:=identified Bonds and/or other funds, and/or from other sources as hereinabove recited. IN TESTIMONY WHEREOF,:the City of Paducah, in the Commonwealth of Kentucky, has caused this Note to be executed in its name and on its behalf by the authorized reproduced facsimile signature of its Mayor, and the reproduced facsimile of its corporate seal to be imprinted hereon and attested by the reproduced facsimile signature of its City Clerk, and signed manually by one of said officials, and the coupons hereto attached to be executed with the duly authorized reproduced facsimile signatures of said Mayor and said City Clerk, and this Note to be dated the first--day-of Mareh,,1983. (Facsimile of City Seal) Attest: (Facsimile Signature) City Clerk CITY OF PADUCAH, KENTUCKY By (Facsimile Signature) Mayor Manual Signature of Mayor or City Clerk (FORM OF COUPON) COUPON NO. $ Unless`the"Note to which -this Coupon appertains is redeemable and accordingly shall have been theretofore called for prior redemption and payment ofthe redemption price shall have been duly made or provided for, On the day of 1983. The City of Paducah, Kentucky, will pay to the bearer the amount shown hereon out of its "City of Paducah Water Works Bond Anticipation Note and Coupon Redemption Fund," at The Paducah Bank & Trust Co., Paducah, Kentucky, as provided in and being interest then due on its Water Works Revenue Bond Anticipation Note; Series 1983, dated March 1, 1983, numbered 548 CITY OF PADUCAH, KENTUCKY By (Facsimile Signature) ATTEST: Mayor (Facsimile Signature) City Clerk SECTION 21. SECURITY FOR RENEWAL NOTES. As and for security for the payment of the principal of the Renewal Notes and all interest thereon, and -to provide for the payment of such principal and interest, the City hereby pledges; (a)- all interest income which may be realized from investments made from the proceeds of the Renewal Notes pending disbursement of such proceeds; '(b) a pledge of and a lien on the first proceeds of the Current Bonds and/or any necessary future renewal notes; (c) to any extent which may be necessary all of the revenues of the System, such pledge of revenues being subordinate to the.pledge of revenues securing the outstanding Prior Bonds, as set out in Section 9 hereof; and (d) to any extent which may be necessary, all or any part of the Debt Service Reserve for Notes. SECTION 22. PAYMENT OF RENEWAL NOTES AT TIME OF ISSUANCE OF CURRENT BONDS. (a) Payment of Renewal Notes. Immediately upon the sale and delivery of the.:Current.Bonds, the proceeds of the Current Bonds shall be applied as specified in Section 13B hereof, which includes payment of the balance of principal and interest on the -Outstanding Renewal Notes, subject to possible application of other funds (involving reduction in the authorized amount of the Current Bonds) as set out in subsection (b) below. (b) Application of -Surplus Funds after Payment of Renewal Notes. After :(or simultaneously with) the payment in full of all of the Renewal Notes and the Coupons appertaining thereto, surplus amounts ("surplus amounts") remaining in the various Funds and derived from the various sources, shall be applied as follows: (1) All sums remaining in -the Note and Coupon Redemption Fund, including the Debt Service Reserve For Notes, may be used at the direction of the Governing Body of the City: (i) to enable the City to issue a lesser amount of the Current Bonds; or (ii) be transferred to the Sinking Fund Reserve in the Sinking Fund, or (iii) be transferred to the Depreciation Reserve; but for no other purpose. Provided that if Future Renewal Notes shall be issued and sold by the City for the purpose of liquidating the original Renewal Notes, the aforesaid surplus amounts may be used at the direction of the Governing Body of the City to reduce the amount of Future Renewal Notes needed to liquidate the outstanding Notes, or earmarked by the City as a new Reserve Fund for the Future Renewal Notes, but for no other purpose. (c) The Note and Coupon Redemption Fund. In addition to the collected accrued interest on the Renewal Notes initially deposited into the "City of Paducah Water Works Bond Anticipation Note and Coupon Redemption Fund" (the "Note and -Coupon Redemption Fund"),, created in Section 22(a)(3) of the Bond and Note Ordinance there shall be deposited into said Fund in monthly deposits in each month from the surplus revenues of the System, remaining after satisfying the requirements of the Prior Bonds and the requirements of the Prior Bond Ordinance, an amount in each month equal to.one-twelfth of the annual interest requirements falling due on the outstanding Notes (subject to -an- initial credit for an amount equal to the collected accrued interest deposited -into said Fund). If the City shall fail to make the required deposit into said Fund in any month, an amount equal to such deficiency shall immediately be transferred from the Debt Service Reserve For Notes to the Note and Coupon Redemption Fund, whereupon, as previously stated, any deficiency thereby created in the Debt Service -Reserve for Notes shall,be restored by the City from the first available surplus revenues of the System. S49 (d) The Debt Service Reserve for Notes. The amount currently on -deposit in the Debt Service Reserve for Notes created as part of the Note and Coupon Redemption Fund in Section 22(a)(4) of the Bond and Note Ordinance, including investment income or such amount, is earmarked and pledged for the purpose of preventing a default in the payment of interest on_the Renewal Notes, and shall be used for that purpose, through transfer to the Note and Coupon Redemption Fund of sufficient amounts, whenever necessary, for -the purpose of restoring any deficiency in such -Note and Coupon Redemption Fund, to prevent such default, and there shall be maintained in such Debt Service Reserve for.Notes at all times until the maturity or redemption of the Renewal Notes, in cash or investments, a sum equal to at least one year's interest requirements on the Renewal Notes. Upon the maturity of the investments currently held in the Debt Service Reserve for Notes, there shall immediately -be set aside from the amount received therefrom, including interest income earned thereon, and retained in the Debt Service. Reserve for Notes,.an amount equal to one year's interest requirements on the Renewal Notes, after which,�the balance of such amount, or any portion thereof as determined by the Governing Body, may be used as follows: (a) to redeem Renewal Notes prior to their maturity; or (b) to reduce the amount of Current Bond or Future Renewal Notes; or (c) to transfer sums to the Sinking Fund Reserve for the Current Bonds; provided that if and whenever such Reserve shall be depleted or reduced for any reason, to an amount equal to less than -one year's interest :-r:equirements ori the Renewal Notes, such deficiency shall b -e restored..at the earliest feasible date(s) through monthly deposits from the first available surplus revenues of the System. SECTION 23. SOLICITATION OF TENDERS OF -RENEWAL NOTES. The City hereby covenants,and.agrees that (a) if the Current Bonds (or any part thereof) are sold and delivered so that the proceeds thereof become available more than ninety (90) days prior to'March 1, 1984, and (b) if market'conditions'indicate that same is then feasible, the City will solicit tenders of the outstanding Renewal Notes in accordance with the provisions hereinbefore set out in the form of such Notes.; The :balance of the Renewal Notes not tendered will be defeased to March 1, 1984, and_ redeemed on that -date through application of a sufficient portion of the proceeds of the -Current -Bond -s, in the manner specified in Section 15 hereof. SECTION 24. SALE -OF RENEWAL NOTES. The Renewal Notes 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 Official Terms and Conditions of Sale of Notes, setting out the following specific terms and conditions:. A. Bids_ must= be made -on -forms,.' which; together with -an the City Clerk or from the Fiscal Agent,- J. J..B. Hilliard, -W. L.,Lyons, Inc., 545. South Third Street, Louisville;' Kentucky 402"02:- Bids must be enclosed in sealed envelopes marked_::"P.roposal for City of Paducah Water Works Revenue Bond Anticipation Renewal Notes.," -and bids must..be -received by the•City Clerk prior to the date and hour stated in the Notice of Note Sale. B. Bids will be considered -only for the entire $16,200,000 of Renewal Notes, at a minimum price of $16,038,000 (99% of par),- plus accrued interest 'from the date of the: Notes (March .l, 1983) to the date of delivery. C. Each proposal shall be accompanied by a good faith check in the amount of $162,000", which shall be represented by a certified check or bank cashier's check in that amount, payable to the order of the City of Paducah, Kentucky. (if the amount of said check is to be credited --against-the purchase price on the date of delivery, s -a -id check.must be in Federal funds). D. = Bidders -must, -state a- single- interest- .coupon- rate in- a multiple of 1/8, 1/10, or 1/20 of 1%, and there is no -stated maximum interest rate. E. Bids will -"be compared by ascertaining the.dollar.amounts of interest from March 1, 1983,to September 1, 1985,_at the rate specified in each",bid, using 40,500 total Note years, when adding the amount of the discount, if any; the best bid being the" -bid which results in --the lowest net interest cost. 550 F. The right to reject bids for any reason deemed advisable by the Board of Commissioners, and the right to waive any possible informalities or irregularities in any bid -which, in the judgment of the Board of Commissioners, with the advice of the Fiscal Agent, shall be minor or immaterial, shall be expressly reserved. G. The purchaser must accept delivery of the Renewal Notes and make payment for same, in Federal funds, at the accepted purchase price, when tendered for delivery, in Louisville. Kentucky,,at no cost.to. the purchaser other than any charge made by a closing bank, if any, for the cost of the closing. H. Upon wrongful refusal of said purchaser to take delivery'of and pay for the Renewal Notes when tendered for delivery; the amount of the good faith check shall -be forfeited by such purchaser,.and-such amount shall be deemed liquidated damages for such default, provided, however, if said Notes are not ready for--delivery-and payment within thirty (30)` days from the date of sale herein provided for, said purchaser.shall be relieved of any liability to accept the Notes hereunder, whereupon, at the written request of such purchaser, his good faith check will be returned, without interest. I. At the time of delivery of the Renewal'Notes, the purchaser may, at his option, either pay the full purchase price in Federal funds, and have his good faith check returned, or, if the good faith check is in Federal funds, deduct the good faith check from the purchase price and pay the net balance of such purchase price. _. In the event that there is no bid.or that all bids are rejected, or that bids are received for less than all of the Renewal Notes, the Issuer may either re -advertise the sale pursuant to this Ordinance or negotiate the sale.of the Renewal Notes pursuant to KRS 56.513, and the Fiscal Agent shall be authorized to negotiate the sale of part or all of the Renewal Notes based substantially on the terms set out above, subject to approval of any such sale by the Governing Body. SECTION 25. COVENANT AS TO RENEWAL -NOTES -NOT -BEING "-ARBITRAGE BONDS.IP The City reaffirms the provisions .of Section 14 of this Ordinance and again covenants to the purchasers of the Renewal Notes that the City will make no use,of the proceeds of the Renewal Notes or of.the revenues of the System, which, if such use had been reasonably expected on the date of issuance of the Renewal Notes, would have caused such Notes to be arbitrage bonds (notes). SECTION 26. INTENTION TO SELL CURRENT BONDS PRIOR TO MATURITY OF RENEWAL NOTES. The City hereby declares its'present intention to offer at public sale its Current Bonds, as authorized in PART ONE of this Ordinance and to issue such Current Bonds prior to the date of maturity of the Bond Anticipation Renewal Notes authorized in PART TWO hereof. However, as authorized by KRS 58.150 and KRS 56.513, the City will have the right to issue Future Renewal Notes to retire the Outstanding Renewal. Notes, and the City expressly reserves such right. Nevertheless, as provided in the Renewal Notes,.the City covenants that at a proper time or times during the construction of the Construction Project, or upon completion thereof, the City will take all proper and necessary action under existing statutory authority and in accordance with the law, to offer at public sale, issue, and deliver the Current Bonds, and/or Future Renewal Notes, in the -amount of approximately $15,400..000, -consistent with the amount needed to provide sufficient net proceeds to -liquidate the unpaid outstanding balance due on the Notes. SECTION 27. SUPERVISION OF WATER WORKS. SYSTEM CONTRACTUALLY VESTED IN COMMISSIONERS OF WATER WORKS. Recognition is hereby taken of the fact that 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" (the "Commission Ordinance"), which Commission Ordinance shall constitute a contract between the City and the holders of the Prior Bonds -and the Current Bonds, and any additional parity bonds issued pursuant to the Prior Bond Ordinance and this Current.Bond Ordinance; and said -Commission Ordinance may not be amended or repealed so long as'any of the Prior Bonds and the Current Bonds and/or any parity bonds are outstanding and unpaid (and have not been defeased), without 551 the consent of at least 80% in amount of the holders of all of such outstanding bonds (and/or Notes). SECTION 28. CONTRACTUAL NATURE OF ORDINANCE. The provisions of this Ordinance shall constitute a contract between the City and the holders of the Current Bonds, and'between the City and:the holders of the Renewal -Notes; and after the issuance -of any of the -Renewal Notes -or Current -.:Bonds-,' no change, variation, or alteration of any -kind, in -the provisions of this Ordinance shall be made in any manner, except for the purpose of curing an ­ambiguity or of curing, correcting, or supplementing any defective or inconsistent provisions contained herein -or in any proceeding pertaining hereto, and except as herein provided, until such time as all of the Renewal Notes and the Current Bonds and the interest thereon have been paid in full; provided, however, after all the Renewal Notes are fully retired, as"to both interest and -principal:, that -the holders of eighty percent (80%) in principal amount of the Current Bonds at any time outstanding shall have the right to consent to and approve the adoption of resolutions, ordinances, or other proceedings, modifying or amending any of the terms or provisions contained in this Current Bond Ordinance; provided, however, that no such modifications or amendments shall be made which will permit: (a) an extension of the maturity of any of the Bonds, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues of the System ranking prior to or on a parity with the lien or pledge of the Prior Bonds or the Current Bonds, except as expressly authorized herein, or (d) a preference or priority of any Current or Parity Bond or Bonds over any other Current or Parity Bond or Bonds, or (e) a reduction in the percentage of the aggregate principal amount of the Prior Bonds and/or Current Bonds, required to consent to any such modification or amendment, or (f) impair in any way the rights of the holders of the Current Bonds. SECTION 29. 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 10 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 30. SIGNATURES OF OFFICERS. If any of the officers whose signatures or facsimile signatures appear on the Current Bonds, or coupons, 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 in KRS 61.390. SECTION 31. 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 32. EFFECTIVE DATE OF ORDINANCE. This ordinance shall take effect and be in force immediately upon its enactment and upon publication of a certified summary hereof, as provided by law. Given first reading by the Board of Commissioners on February 22, 1983. Given second reading and enacted by the Board of Commissioners, on February 23, 1983. Recorded by Lenita S. Knight, Acting City Clerk, on February 23, 1983. Published by The Paducah Sun, February 28, 1983. /s/ JOHN K. PENROD Mayor CERTIFICATE OF CITY CLERK I, LOUISE McKINNEY, hereby certify that I am the duly qualified and acting City Clerk of the City of Paducah, Kentucky, that the foregoing Ordinance is a true and correct copy of an Ordinance authorizing the issuance of Cl) $15,400,000 of City of Paducah Water Works Revenue Bonds, Series 1984, dated March 1, 1984, and (2) $16,200,000 of City of Paducah Water Works 552 Revenue Bond Anticipation Renewal Notes, Series 1983, dated March 1, 1983, that said Ordinance was introduced and given its first reading by the Board of Commissioners of said City on February 22 , 1983, that it was placed and remained -on file in my office for public -inspection in that identical, -,completed form until February 23; 1983; on which dateitwas given its second reading and -enactment by said Board; and that a.certified Notice Pursuant to KRS"83A.090 and Summary of such Ordinance has-been ordered to-be-published.'as required byelaw. I further certify 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 -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 February 23;;,1983. - - -/s/.:`Louise McKinney --City Clerk (Seal of City)