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HomeMy WebLinkAbout97-11-5760Alo. BOND ORDINANCE CITY OF PADUCAH, KENTUCKY WATER WORKS REVENUE REFUNDING BONDS, SERIES 1997 INDEX Section 1 Definitions.......................................................1 ....................... 13 Section 2 Authorization of Bonds ............................................. 6 Section 3 Current Bonds to be Issued as Fully Registered Bonds; Registered Owners ................................................ 6 Section 4 Place of Payment and Manner of Execution ............................. 6 Section 5 Provisions as to Mandatory and Optional Redemption ..................... 8 Section 6 Refinancing in the Public Interest ..................................... 9 Section 7 Mutilated, Lost, Stolen or Destroyed Bonds ............................ 10 Section 8 Authentication of Bonds ........................................... 10 Section 9 Current Bonds Secured by and Payable From First Lien on Revenues of System ............................................ 10 Section 10 Bond Form......................................................10 Section 11 Sale of Bonds .................................................... 10 Section 12 Acceptance of Bid for Purchase of Bonds; Determination of Amount of Bonds to be Issued and Sold ............................... 12 Section 13 Determination that Refunding is a Public Purpose ....................... 13 Section 14 Reaffirmation of Special Funds ...................................... 13 Section 15 Disposition of Proceeds of Current Bonds; Escrow Fund; Investment Provisions; Arbitrage Limitations .......................... 14 Section 16 Federal Limitations on Investment of Funds ............................ 15 Section 17 Defeasance of Bonds .............................................. 16 Section 18 Refunded Bonds will be Fully Provided for through Escrow of the Proceeds of the Current Bonds ................................. 16 Section 19 Existing Funds and Deposits ........................................ 17 Section 20 Flow of Funds ................................................... 17 Section 21 Determination by City that Proportions of Revenues to be Deposited are Correct ......................................... 22 Section 22 City Officials to be Bonded ......................................... 22 Section 23 Adoption of Budget of Current Expenses; Fiscal Year .................... 23 Section 24 Rates and Charges for Services of the System ........................... 23 1 Section 25 Provision Permitting Additional Parity Bonds .......................... 24 Section 26 General Covenants of the City with Regard to the Operation of the System ........................................... 29 Section 27 Insurance.......................................................30 Section 28 Additional Covenants Respecting the System ........................... 31 Section 29 Commissioners of the Water Works; Existence and Continuance Contractual with Bondholders ............................ 32 Section 30 Signatures of Officers ............................................. 32 Section 31 Appointment and Duties of Bond Registrar, Transfer Agent and Payee Bank; Duties of Escrow Bank .............................. 32 Section 32 Supplemental Ordinances not Requiring Consent of Bondowners orMBIA.......................................................34 Section 33 Supplemental Ordinances Requiring Consent of Bondowners andMBIA......................................................35 Section 34 Provisions in Conflect Repealed ..................................... 35 Section 35 Severability Clause ............................................... 36 Section 36 Effective Date of Ordinance ........................................ 36 Certificate of City Clerk ............................................ 37 Acceptance by the as Bond Registrar, Transfer Agent and Payee Bank ...................... 38 Exhibit A - Maturity Schedule A-1 Exhibit B - Bond Form B-1 ii ORDINANCE No. 97-11-5760 ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5,930,000 PRINCIPAL AMOUNT (WHICH MAYBE INCREASED OR REDUCED BY AS MUCH AS $590,000) OF CITY OF PADUCAH, KENTUCKY WATER WORKS REVENUE REFUNDING BONDS, SERIES 1997, FOR THE PURPOSE OF REFUNDING A PORTION OF THE OUTSTANDING CITY OF PADUCAH WATER WORKS REVENUE REFUNDING BONDS, SERIES 1991, DATED APRIL 1, 1991 AND PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID SERIES 1997 BONDS; PROVIDING FOR THE RIGHTS OF THE OWNERS OF SAID SERIES 1997 BONDS AND THE ENFORCEMENT THEREOF; AND PROVIDING FOR AN ADVERTISED, PUBLIC, COMPETITIVE SALE OF SAID SERIES 1997 BONDS. WHEREAS, the existing waterworks system of the City of Paducah, Kentucky (the "City") is a revenue producing public project or system (the "System"), and WHEREAS, in that connection, the City presently has outstanding and payable from the revenues of said System: $9,260,000 principal amount of City of Paducah, Kentucky Water Works Revenue Refunding Bonds, Series 1991, dated April 1, 1991 (the "Series 1991 Bonds") now scheduled to mature on July 1 in each of the years 1998 through 2009, and WHEREAS, the City deems it advisable to authorize the issuance and sale of $5,930,000 (subject to an adjustment of plus or minus $590,000) of City of Paducah, Kentucky Water Works Revenue Refunding Bonds, Series 1997, to be dated as of the 1 st or 15th day of the month in which the bonds are sold, for the purpose of providing funds for refunding a portion of the Series 1991 Bonds maturing in the years 2003 through 2009 inclusive; BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: Section 1. Definitions and Recitals. As used in this Ordinance, unless the context requires otherwise: "Act" refers to Sections 82.082, 58.010 through 58.140 and 58.440 of the Kentucky Revised Statutes, within the meaning of the decision of the Supreme Court of Kentucky in the case of Hemlepp v. Aronberg, Ky., 369 S.W. 2d 121. "Bondholder" or 'Bondowner" means and contemplates unless the context otherwise indicates, the registered owner of the Bonds at the time issued and outstanding hereunder, or any one of them. "Bond Counsel" refers to a nationally recognized firm of Bond Counsel, including the firm of Rubin & Hays, Municipal Bond Attorneys, First Trust Centre, 200 South Fifth Street, Louisville, Kentucky, which firm has prepared the legal proceedings for the issuance of the Current Bonds, has furnished all ofthe customary services of Bond Counsel in this financing and will continue to furnish such services until the Current Bonds are delivered and paid for, including the rendering of the final approving legal opinion with regard to the legality of the Current Bonds and the tax exemption of the interest thereon. "Bonds" refers to the Current Bonds, the Prior Bonds and any Parity Bonds issued in the future. "1991 Bond Ordinance" refers to the Ordinance enacted by the Governing Body of the City, authorizing the Series 1991 Bonds. I'1 L "Bond Register" means the books and records maintained by the Bond Registrar as to the registered ownership and transfers of ownership of the Bonds from time to time. "Bond Registrar", "Registrar", "Transfer Agent" or "Payee Bank" refers to the bank which shall constitute the Bond Registrar, Transfer Agent and Payee Bank with respect to the Bonds, which Bank shall have the duties and responsibilities of (a) issuing semiannual checks in payment of interest requirements as to the Bonds, (b) paying the principal (and premium, if any) of same at maturity or applicable redemption prior to maturity upon surrender of the Bonds, (c) authenticating, issuing and delivering the Bonds to the original purchasers of same in accordance with the sale of the Bonds, at the direction of the City, (d) maintaining the Bond Register, (e) handling exchanges, cancellations, reissuance, redemption and all appurtenant duties of a bond registrar and transfer agent with respect to the Bonds, as hereinafter set out. The initial Bond Registrar, Transfer Agent and Payee Bank hereby designated is , Paducah, Kentucky; provided, however, it is understood that the Commission reserves the right to designate a different FDIC instrumentality to perform any and all of such functions of Bond Registrar, Transfer Agent and Payee Bank as to the Bonds. "Certified Public Accountant" refers to an independent Certified Public Accountant or firm of Certified Public Accountants, duly licensed in Kentucky, and may include Accountants regularly employed to audit the financial affairs of the City's System and/or of other financial matters of the City. "City" or refers to the City of Paducah, Kentucky. ' "Code" or "Internal Revenue Code" refers to the United States Internal Revenue Code of 1986, as amended. "Commission" or "Commissioners of Water Works" refers to the Paducah Commissioners of Water Works created by an ordinance enacted by the City vesting the management, control and operation of the System, in such Commission. u ]D "Current Bond Ordinance" or "Ordinance" refers to this Ordinance authorizing the Current Bonds. "Current Bonds" refers to City of Paducah, Kentucky Water Works Revenue Refunding Bonds, Series 1997, to be dated as of the 1 st or 15th day of the month in which the Current Bonds are sold, authorized herein, which will be issued in the principal amount of not less than $5,340,000 and not more than $6,520,000, in such amount as may be issued and sold by the City (within such limits) pursuant to the provisions hereof. "Depreciation Fund Depository" refers to the bank at which the Depreciation Fund shall be deposited, which initially shall be Peoples First National Bank and Trust Company, Paducah, Kentucky; provided, however, the Commission shall have the right to designate from time to time a different FDIC instrumentality for such purpose. "Escrow Agreement" refers to the agreement between the City and the Escrow Bank, authorized pursuant to Section 15(a)(3) of this Ordinance, providing for the deposit of sufficient funds in the Escrow Account created in the Escrow Agreement for the purpose of providing for the payment of principal of and interest on the Refunded Bonds as same mature and/or as same may be called for redemption prior to maturity. "Escrow Bank" refers to the Paducah Bank and Trust Company, Paducah, Kentucky, where funds will be escrowed to pay all principal and interest of the Refunded Bonds as same become due and/or as part of such Refunded Bonds may be called for redemption in advance of maturity. "Escrow Fund" refers to the City of Paducah, Kentucky Water Works Revenue Bond Escrow Fund) created in the Escrow Agreement, and discussed in detail in Section 15 of this Ordinance. "FDIC" refers to the Federal Deposit Insurance Corporation or its successors or assigns. "Fiscal Agent" refers to J.J.B. Hilliard, W.L. Lyons, Inc., Hilliard -Lyons Center, Louisville, Kentucky 40202. "Funds" refers to the General Fund, the Sinking Fund, the Depreciation Fund and the Operation and Maintenance Fund described in Section 14 of this Current Bond Ordinance. "General Fund Depository"refers to the bank at which the General Fund shall be deposited, which initially shall be Citizens Bank and Trust Company, Paducah, Kentucky, provided, however, the Commission shall have the right from time to time to designate a different FDIC instrumentality for such purpose. "General Manager" refers to the General Manager of the System. "Governing Body" refers to the Board of Commissioners of the City, or such other body as shall be the governing body of the City under the laws of Kentucky at any given time. "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 waterworks system engineering. "Interest Payment Date" shall mean January 1 and July 1 of each year. "Investments "refers to investments of funds on deposit in the various funds created herein, and includes: (a) U.S. Obligations, 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 FDIC by a pledge of direct obligations or obligations guaranteed by the United States of America, having a fair market value, exclusive of accrued interest, equal to not less than 100% of such excess amount. "Maximum Annual Debt Service " refers to the maximum amount falling due in any Sinking Fund Year for payment of interest on and principal of the Bonds, including both principal falling due and principal due by reason of call for mandatory redemption, less any amounts provided by an invested sinking fund established in conjunction with the issuance of the City of Paducah Water Refunding Revenue Bonds, Series of 1978, dated April 1, 1978. "MBIA "refers to the Municipal Bond Investors Assurance Corporation, Armonk, New York, which is a corporation engaged in the business, among other things, of insuring or guaranteeing the payment of the principal of and interest on municipal bond issues and/or of certain funds created or required to be maintained in connection therewith or its predecessor, Municipal Bond Insurance Association. "Operation and Maintenance Fund Depository" refers to the bank at which the Operation and Maintenance Fund shall be deposited, which initially shall be Citizens Bank and Trust Company, Paducah, Kentucky; provided, however that the Commission reserves the right from time to time to designate a different FDIC instrumentality for such purpose. "Original Purchasers" or "Purchasers" refers to the Original Purchasers of the Current Bonds at the public sale, including all members of their purchasing syndicate or group. "OutstandingBonds"refers to the outstanding Current Bonds, Prior Bonds and Parity Bonds, if any, and does not refer to, nor include, (1) any of the Refunded Bonds for the payment of the principal and interest of which sufficient funds will have been escrowed, as permitted herein, or (2) any of the Previously Issued Bonds. 3 Ls - "Parity Bonds" means bonds issued in the future, which bonds issued in the future, will, pursuant to the provisions of this Ordinance, rank on a basis of parity with the Bonds, and shall not be deemed to include, nor to prohibit the issuance of, bonds ranking inferior in security to the Bonds. "Previously Issued Bonds "refers to the following bonds previously effectively defeased: (a) The City of Paducah Water Works Revenue Bonds, Series 1965, dated July 1,1965; (b) The City of Paducah Water Works Revenue Bonds, Series 1972, dated October 1, 1972; and (c) The City of Paducah Water Refunding Revenue Bonds, Series of 1978, dated April 1, 1978. "Prior Bond Ordinances" refers to the 1991 Bond Ordinance authorizing the outstanding Series 1991 Bonds. "Prior Bonds" refers to the outstanding Series 1991 Bonds maturing in the years 1998 through 2009, inclusive. "Refunded Bonds" refers to a portion of the outstanding Series 1991 Bonds in the approximate principal amount of $5,285,000 maturing in the years 2003 through 2009, inclusive, which are being refunded by the Current Bonds. "Regular Record Date" shall mean with respect to any Interest Payment Date, the close of business on June 15 or December 15, as the case may be, next preceding such Interest Payment Date, whether or not such June 15 or December 15 is a business day. "Reserve Account Insurance Policy" refers to an insurance policy issued by the MBIA, -guaranteeing the payment of whatever reserve account or commitment related thereto is described in such insurance policy. i :) "Series 1991 Bonds" refers the outstanding City of Paducah, Kentucky Water Works Revenue Refunding Bonds, Series 1991, dated April 1, 1991. "Sinking Fund Depository" refers to the bank at which the Sinking Fund will be deposited. Initially such Sinking Fund Depository shall be The Paducah Bank and Trust Company, Paducah, Kentucky; provided, however it is understood that the Commission reserves the right to designate a different FDIC instrumentality for such purpose. "Sinking Fund Year" refers to July 1 through the ensuing June 30. "System " refers to the water works system of the City. "U.S. Obligations" refers to bonds, notes or Treasury Bills which are direct obligations of the United States of America or obligations fully guaranteed by the United States of America, including book -entry obligations of the United States Treasury State and Local Government Series and Trust Receipts representing an ownership interest in direct obligations of the United States of America. Section 2. Authorization of Bonds. There are hereby authorized to be presently issued and sold Five Million Nine Hundred Thirty Thousand Dollars ($5,930,000) principal amount of City of Paducah, Kentucky Water Works Revenue Refunding Bonds, Series 1997, dated and bearing interest from the 1 st or the 15th day of the month in which the Current Bonds are sold, which amount may be increased or reduced by as much as $590,000, as provided in Sections 11 and 12 hereof. Said Current Bonds shall mature serially on July 1 of the respective years, as set forth in Exhibit A attached hereto, and shall bear interest payable semiannually on the first days of January and July 0 of each year, beginning on July 1, 1997, at an interest rate or rates to be fixed by Order of the Governing Body as a result of the advertised sale of the Current Bonds. The principal amount and the maturities of 'the Current Bonds are subject to revision based on the increased or reduced principal amount of th6 Cui`dit Bonds shall be set forth in the Municipal Order approving the successful bid for the purchase of the Current Bonds. Section 3. Current Bonds to be Issued as Fully Registered Bonds; Registered Owners. The Current Bonds shall be issued only in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof within a single maturity, and shall be numbered consecutively from R-1 upward. Each initially issued Current Bond and each Current Bond issued prior to the first Interest Payment Date on the Current Bonds, shall be dated as of and shall bear interest from the first or the 15th day of the month in which the Current Bonds are sold. Each Current Bond issued (as a result of exchange or transfer) after such first Interest Payment Date on the Bonds shall be dated as of and shall bear interest from the Interest Payment Date next preceding the date on which such Current Bond is issued, unless such Current Bond is issued on an Interest Payment Date, in which case it shall be dated as of and shall bear interest from such date of issue; provided, however, that if at the time of issuance of any Current Bonds the interest thereon is in default, such Current Bond shall be dated as of the date to which interest has been paid in full. The person in whose name any Bond is registered on the Bond Register maintained by the Bond Registrar, on the Regular Record Date with respect to an Interest Payment Date, shall be entitled to receive the interest payable on such Interest Payment Date (unless such Bond shall have been called for redemption on a redemption date which is prior to such Interest Payment Date) notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date, except in the event of default. Section 4. Place of Payment and Manner of Execution. The principal of, premium, if any and interest on the Current Bonds shall be payable in lawful money of the United States of America as they respectively become due, whether at maturity or by prior redemption. Principal of each Band is payable upon surrender of same at the principal corporate trust office of the Payee Bank and Bond Registrar. Interest on the Bonds shall be paid by check mailed by the Payee Bank to the persons entitled thereto as of the end of business on the Regular record Date preceding each applicable Interest Payment Date, at the respective addresses appearing on the Bond Register. So long as any Bonds or Parity Bonds remain outstanding, the Registrar shall keep at its principal office a Bond Register showing and recording a register of the owners of the Bonds and shall provide for the registration and transfer of Bonds in accordance with the terms of this Ordinance, subject to such reasonable regulations as the Bond Registrar may prescribe. The Bonds shall be executed on behalf of the City with the duly authorized reproduced facsimile signature of the Mayor of the City (the "Mayor"), and the reproduced facsimile of the City's corporate seal shall be imprinted thereon and attested by the reproduced facsimile signature of the City Clerk of the City (the "City Clerk") and said officials, by the execution of appropriate certifications, shall adopt as and for their own proper signatures, their respective facsimile signatures on said Bonds; provided the Authentication Certificate of Bond Registrar must be executed by the manual signature of the Registrar on each Bond before such Bond shall be valid, as set out in Section 8 below. T The Bond Registrar shall have the right to order the preparation of whatever number of printed bond certificates as, in the sole discretion of the Bond Registrar, shall be deemed necessary in order to enable the Bond Registrar to maintain an adequate reserve supply of such bond certificates to effect properly the continuing transfers and exchanges of ownership of bond certificates as same are sold, exchanged, and/or otherwise surrendered in the future. No further action regarding the authorization or execution of additional bond certificates shall be required by the Governing Body, theMayor or -the City Clerk. 5 L� _ All Bonds shall be exchangeable and transferable upon the presentation and surrender thereof at the office of the Bond Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative, for a Bond or Bonds of the same maturity and interest rate and in the denomination of $5,000 and/or a multiple thereofwithin a single maturity, in an aggregate principal amount or amounts equal to the unpaid principal amount of the Bond or Bonds presented for exchange. The Bond Registrar shall be and is hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this Section 4. Each exchange Bond delivered in accordance with this Section 4 shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond or Bond is delivered. In the event of non-payment of interest on one or more maturities on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment for such maturity or maturities (the "Special Record Date") will be established by the Bond Registrar, if and when funds for the payment of such interest shall have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past Due interest (the "Special Payment Date"), which shall be fifteen days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each owner of a Bond, as shown on the Bond Register, of such maturity or maturities appearing on the books of the Transfer Agent at the close of business on the last business day next preceding the date of mailing of such notice. Section 5. Provisions as to Mandatory and Optional Redemption. (a) Mandatory Redemption. Bidders for the Current Bonds may require that a portion of the Current Bonds be term bonds maturing on one or more dates (the "Term Bonds") provided however, that the City may require such Term Bonds to be subject to mandatory redemption by lot at a redemption price of 100% of the principal amount thereof plus accrued interest to the date of redemption on July 1 of the years and in the principal amounts set forth in the Order of the City awarding the purchase of the Current Bonds to the Original Purchaser. If the Current Bonds shall include Term Bonds, then at the option of the City, to be exercised at least 45 days prior to the date for application of the mandatory redemption of the Current Bonds, the City may receive a credit against the mandatory redemption requirement for Term Bonds of the same Term Bonds subject to the application of such mandatory redemption requirement which, prior to the date for application of such requirement (and for which a credit has not previously been taken) (i) have been redeemed other than through the application of such mandatory redemption procedure, and cancelled by the Registrar or (ii) have been delivered to the Bond Registrar by the City for cancellation. (b) Optional Redemption. The Current Bonds maturing on and after July 1, 2008, are subject to redemption prior to maturity, at the option of the City, at any time on and after September 1, 2007, in any order of maturities and by lot within a single maturity at the following redemption prices (expressed as a percentage of principal amount) plus accrued interest to the date of redemption as follows: Redemption Date Redemption Price September 1, 2007 through and including December 31, 2007 102% January 1, 2008 through and including June 30, 2008 101% July 1, 2008 and thereafter 100% The City has entered into an agreement with MBIA to the effect that the City shall not exercise its option to redeem any of the Current Bonds without the consentof MBIA if and whenever n the Debt Service Reserve,Fund is not fullyinsured, or if any amount is owed to MBIA with respect to the Reserve Account Insurance Policy. (c) Redemption of Less Than All of Single Bond. In the event that a Bond subject to redemption is in a denomination larger than $5,000 a portion of such Bond may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof, if the Bond is one of the maturities or amounts or part of the maturities or amounts called for redemption. Upon surrender of any Bond for redemption in part, the Bond Registrar shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. (d) Notice of Redemption. ;The Bond Registrar shall give notice of any redemption by sending at least one such notice by certified or registered mail not less than 30 and not more than 60 days prior to the date fixed for redemption to the registered owner of each Current Bond to be redeemed in whole or in part at the address shown on the Bond Register as of the date of mailing of such notice. The Bond Registrar may furnish one other form of such notice more than 60 days prior to the date fixed for redemption, provided at least one such notice shall be sent not less than 30 nor more than 60 days prior to such date. Such notice shall state the redemption date, the Redemption Price, the amount (or number of months) of accrued interest payable on the redemption date, the place at which the Bonds are to be surrendered for payment, and, if less than all of the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notary mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Bondowner receives such notice. Prior to each redemption date, the Bond -Registrar shall make provision, to the extent funds are then available therefor for the payment of the Redemption Price of the Bonds to be redeemed on such date by setting aside and holding in trust an amount sufficient to pay such Redemption Price. Upon presentation and surrender of any such Bond at the principal corporate trust office of the Bond Registrar on or after the date fixed for redemption, the Bond Registrar shall pay the Redemption Price of such Bond (including accrued interest) from the funds set aside for such purpose. All of said Bonds as to which the 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, shall cease to bear interest on the redemption date. , The required notice shall be deemed to have been given upon the City furnishing notice of redemption to the Bond Registrar and upon the Bond Registrar acknowledging that it has instructions to send such notice and that it will do so at the proper time, even if the time for furnishing such notice has not yet arrived. - Section 6. Refinancing in the Public Interest. In accordance with the provisions of Section 58.440 of the Kentucky Revised Statutes, it is hereby determined that :in the refunding of said Refunded Bonds, it is to the best interest of the City that same be accomplished. Section 7. Mutilated, Lost, Stolen, or Destroyed Bonds. If any Current Bond. shall be mutilated, lost, stolen or destroyed, the City may execute, authenticate and deliver a new Bond of like maturity and tenor in lieu of and in substitution for the Bond mutilated, lost, stolen, or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the City, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the City satisfactory evidence of the ownership of such Bond and of such loss, theft or destruction, together with indemnity satisfactory to the Bond Registrar. If any such Bond shall have matured, the City (through the Bond Registrar) may pay the same instead of issuing a new Bond. The City and/or the Bond Registrar may charge the owner of such Bond its, reasonable fees and expenses in thin connection. Section 8. Authentication of Bonds. The Bonds, after execution by the City, shall be delivered to the Bond Registrar. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until such Bond has been duly authenticated by the Bond Registrar by the execution of the Authentication Certificate of Bond Registrar appearing 7 on such Bond. Such Certificate appearing on any Bond shall be deemed to have been duly executed by the Bond Registrar if manually signed by an authorized officer of the Bond Registrar. It shall not be required that the same officer of the Bond Registrar sign such Certificate on all of the Bonds. Section 9. Current Bonds Secured by and Payable From First Lien on Revenues of System. All of the Current Bonds, with interest thereon, and any additional Parity Bonds that may be issued and outstanding under the conditions and restrictions of this Current Bond Ordinance, are to be issued in anticipation of the revenues to be derived from the operation of the System, all as hereinafter more specifically provided, shall be payable on a first lien basis out of the "City of Paducah, Kentucky Water Works Sinking Fund" (the "Sinking Fund"), created by the 1991 Bond Ordinance, as hereinafter specifically provided, and shall be a valid first lien of the owners thereof against said Sinking Fund and against a sufficient portion of the gross revenues of the System pledged to said Sinking Fund. Section 10. Bond Form. The aforesaid authorized issue of Current Bonds shall be in substantially the following form set forth in Exhibit B attached hereto. 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 Statement, containing the Official Terms and Conditions of Sale of Bonds, setting out the following specific terms and conditions: (a) Bids shall be required to be submitted upon a standard official 'Bid Form" in order to provide for the uniformity in submission of bids and ready determination of the best bid. (b) Bidders shall be required to bid for the entire issue a minimum price of not less than $5,841,050 (98.5% ofpar) for the $5,930,000 of Current Bonds, plus accrued interest from the date of the Current Bonds. (c) The determination of the best bid will be made on the basis of all bids submitted for exactly $5,930,000 of Current Bonds as offered for sale under the terms and conditions herein specified. The City will, at the meeting of the Governing Body which will be held to act upon the receipt of bids for the Current Bonds, accept or reject such best bid, provided, however, the City reserves the right to increase or decrease the total amount of Current Bonds sold to such best bidder in the amount of up to $590,000 (in $5,000 denominations), so that the total amount of bonds awarded to such best bidder will be a minimum of $5,340,000 or a maximum of $6,520,000. In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required. The price at which such adjusted amount of bonds will be sold will be at the same price per $1,000 of bonds as the price bid in the successful bid per $1,000 for the $5,930,000 of Current Bonds initially offered for sale. (d) The successful bidder shall be required to deposit with the City immediately available funds in the amount of $118,600. Such good faith deposit shall be received by the City by the close of business on the day immediately succeeding the award of the bid, pursuant to funds being wire transferred to the City to its account at the Payee Bank. (e) Bidders must state an interest rate or rates in a multiple of 1/8, 1/10, or 1/20 of 1%. (f) There shall be no limit on the number of different rates which may be specified in any bid and there shall be no maximum differential between the highest and lowest interest rates stipulated in any bid. D (g) All Current Bonds of the same maturity shall bear the same and a single interest rate from the date thereof to maturity. (h) Interest rates must be on an ascending scale, in that the interest rate for Current Bonds of any maturity may not be less than the interest rate stipulated for any preceding maturity. E:; (i) The right to reject bids for any reason deemed advisable by the Governing Body, and the right to waive any possible informalities, irregularities or defects in any bid which, in the judgment of the Governing Body, with the advice of the Fiscal Agent, shall be minor or immaterial, is expressly reserved.��� `i , Y (j) Bids must be made on forms, which, together with an Official Statement, may be obtained at the office of the City Clerk or from the Fiscal Agent. Bids must be enclosed in sealed envelopes marked "Proposal for City of Paducah, Kentucky Water Works Revenue Refunding Bonds, Series 1997', and bids must be received by the City Clerk prior to the date and hour set for the sale. (k) The Original Purchasers of the Current Bonds will pay the CUSIP Service Bureau charge for the assignment of CUSIP numbers, which numbers will be printed on the Current Bonds at no expense or cost to the Purchasers. Neither the failure to print a CUSIP number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Purchasers thereto to accept delivery of and pay for the Bonds in accordance with the terms of the purchase agreement. (1) Delivery will be made at the office of Rubin & Hays, 200 South Fifth Street, Louisville, Kentucky 40202 on the closing date, provided, however, the Purchasers shall bear any bank service charge, if any, for processing the delivery of the Current Bonds and closing the transaction. Deposit shall be forfeited by the successful bidder, and such amount shall be deemed liquidated damages for such default, provided, however, if said Current Bonds are not ready for delivery and payment within forty-five (45) days from the date of sale herein provided for, said successful bidder shall be relieved of any liability to accept the Current Bonds hereunder. It shall not be necessary that the published "Notice of Bond Sale" set forth any or all of the special conditions stated herein, but the substance thereof shall be made apparent to prospective bidders in one or more of the appropriate documents, viz. the "Notice of Bond Sale" the "Official Terms and Conditions of Sale of Bonds" and/or in the 'Bid Form". A suggested form of "Notice of Bond Sale", a suggested form of "Official Terms and Conditions of Sale of Bonds" and a suggested form of "Bid Form", having been prepared in advance, in accordance with the instructions of the Fiscal Agent, by Rubin & Hays, Municipal Bond Attorneys, Louisville, Kentucky, and the same having been found to conform to the above conditions, the same are hereby approved. The Notice of Bond Sale shall be signed by the City Clerk, and may be used for the purpose ofpublishing notice of the sale of the Current Bonds. Copies of said documents shall be furnished to a list of known interested bidders and to any interested parties who may request same. If, for any reason, it is determined that no bids should be accepted when the Current Bonds are first offered for public sale, then, upon recommendations of the Fiscal Agent, the Mayor shall be authorized to approve a change in the required minimum bid price, and also to change the date and hour of the sale (upon observing all notice requirements of Kentucky law), and the Mayor and/or the City Clerk are further authorized to readvertise such Current Bonds for public sale and to approve a revised Notice of Bond Sale, Bid. Form and Official Terms and Conditions of Bond Sale, and to distribute same to prospective bidders, without the necessity of the Governing Body taking any further action or granting any further authority for such proceedings, except that no bid may be accepted for the sale of such Current Bonds without the specific approval of the Governing Body. Section 12. Acceptance of Bid for Purchase of Bonds; Determination of Amount of Bonds to be Issued and Sold. 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 Governing Body 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. At that time, the Governing Body may accept the successful bid for the, principal E amount of Current Bonds, which amount may be increased or reduced by up to $590,000 (in $5,000 denomination). Also, at that time, the Governing Body may determine whether to provide for the redemption of part of the Refunding Bonds in advance of maturity and if so, which of such Refunding Bonds shall be redeemed and on what date. If upon the basis of the foregoing, the Governing Body shall accept a purchase bid for the Current Bonds, the Governing Body shall adopt a Municipal Order to that effect, supply proper evidence of such acceptance to the bidder submitting the accepted purchase bid, and thereupon arrangement shall be made for the Bonds to be printed in accordance therewith. Section 13. Determination that Refunding is a Public Purpose. It is hereby determined that the Current Bonds shall be issued for the public purpose of providing for the refunding of the Refunded Bonds through the escrow of a sufficient portion of the Current Bonds, for the purpose of providing for the payment of the principal of and interest on the Refunded Bonds as same mature and/or as same are redeemed according to their terms and that the City shall receive substantial debt service savings through the refunding. Section 14. Reaffirmation of Special Funds. From and after the delivery of the Current Bonds, the System shall continue to be operated as a water works system for the security and source of payment of the Bonds and any Parity Bonds, on a fiscal year .basis from July 1 of each year to June 30 of each ensuing year, or on such other fiscal year basis as shall be adopted for the operation of the System: There are hereby reaffirmed the following funds or accounts which were created and established in the 1991 Bond Ordinance: (1) City of Paducah Water Works General Fund (the "General Fund"). (2) City of Paducah Water Works Bond Sinking Fund (the "Sinking Fund"), consisting of the Interest Account, Principal Account and the Debt Service Reserve Account as set forth in Section 20 of the 1991 Bond Ordinance. (3) City of Paducah Water Works Depreciation Fund (the "Depreciation Fund"). (4) City of Paducah Water Works System Operation and Maintenance Fund (the "Operation and Maintenance Fund"). Moneys deposited into such respective Funds shall be maintained, invested and applied by the respective banks acting as depositories in the manner prescribed hereinafter in Section 20. Section 15. Disposition of Proceeds of Current Bonds; Escrow Fund; Investment Provisions; Arbitrage Limitations. (a) Disposition ofProceeds. Upon the sale and delivery ofthe Current Bonds and upon receipt by the City of the purchase price thereof, it is hereby acknowledged and ordered that: (1) Payment of Fees and Expenses. There shall first be paid therefrom the fee of the Fiscal Agent, the fee of the attorney for the Commission, the initial fee of the Escrow Bank, to the extent not otherwise provided herein, any applicable rating agency fee, and any other pertinent expenses of the issuance of the Current Bonds. (2) Deposit of Collected Accrued Interest. An amount equal to the accrued interest collected from the Original Purchasers of the Current Bonds for the period from the date of the Current Bonds to the date of delivery, shall be deposited into the Sinking Fund. (3) Deposit into Escrow Fund; Approval of Escrow Agreement. There shall next be deposited in the Escrow Bank in a certain Escrow Fund created in the Escrow Agreement, between the City and the Escrow Bank, which Agreement is hereby authorized to be executed by the Mayor following the acceptance by the City of the successful bid for the purchase of the Current Bonds, and 10 which Escrow Agreement and Escrow Fund, a portion of the proceeds of the Current Bonds, which, when added to whatever sum is otherwise transferred into such Escrow Fund at that time, together with the contractual investment income to be realized from such total amount, will be sufficient, to provide for the payment of the principal of and interest on the Refunded Bonds at maturity and/or with partial redemption in advance of maturity, and to pay the annual fees of the Escrow Bank in connection with such escrow. It is acknowledged that Section 19 of this Ordinance provides for certain transfers of funds which may have an effect on the provisions of this paragraph. (b) Escrow Fund. A special Escrow Fund shall be created in the Escrow Agreement, and said Escrow Fund shall be maintained on deposit at the Escrow Bank, which Escrow Fund shall be designated and known as the City of Paducah, Kentucky Water Works Revenue Bond Escrow Fund (the "Escrow Fund"), and it is provided in Section 15(b)(2) below that there shall be deposited into said Escrow Fund whatever portion of the proceeds of the Current Bonds shall be sufficient, when added to any other funds, if any, made available by the City and deposited in said Escrow Fund (hereinafter collectively referred to as the "Escrowed Funds") together with the contractual investment income to be realized from such Escrowed Funds, to provide for the payment of the principal of and interest on the Refunded Bonds at maturity and/or with partial redemption in advance of maturity, and to pay the annual fee of the Escrow Bank. Simultaneously with the delivery of the Current Bonds on behalf of the City, the City shall obtain a commitment or commitments for the investment of such Escrowed Funds in U. S. Obligations, (such investments and any uninvested cash in the Escrow Fund being hereinafter collectively referred to as the "Escrow Investments"). Escrow Investments so invested shall be scheduled to mature at such time and in such amounts as are necessary to pay such requirements of the Refunded Bonds and such fees of the Escrow Bank. The Mayor, City Clerk and/or Chairman of the Commission are hereby authorized to act on behalf of the City in obtaining such a commitment or commitments directly or through the designee of either of them. If, and to any extent that the Escrowed Funds shall be inadequate or in excess of the amount necessary to accomplish the required objective, the City covenants as follows: ' (1) Excess or Inadequate Amount in Escrow Fund. (i) If and to the extent that the Escrowed Funds are inadequate, the City will transfer or cause to be transferred sufficient funds from the existing surplus funds of the System and/or from other available funds, to accomplish the purpose hereinafter specified in Subsection 15(b)(2). (ii) If and to the extent that the Escrowed Funds are in excess of the amount required, after the final maturity date and/or applicable redemption date of the Refunded Bonds, for the retirement and/or redemption of the Refunded Bonds, including those matured and/or called Refunded Bonds not yet presented for payment, as provided in the Escrow Agreement, such excess amount shall be transferred immediately to the Revenue Fund and treated as a part of the amount transferred pursuant to Section 20(b) hereof. (iii) The City certifies that the purpose of providing in Section 12 for the possible increase or reduction in the amount of the Current Bonds to be sold is to eliminate or reduce the possibility of there being an overissuance or underissuance of the amount of Current Bonds necessary to accomplish the required objectives.. (2) Escrow Fund Earmarked and Pledged to Pay Refunded Bonds. Amounts on deposit in the Escrow Fund shall be earmarked, pledged and held for credit to the account of the Escrow Fund created in the Escrow Agreement and shall be applied in accordance therewith. Section 16. Federal: Limitations on Investment of Funds. The .City covenants and certifies, in compliance with Federal arbitrage regulations, on the basis of known facts and circumstances in existence on the date of enactment of this Current Bond Ordinance, that it is not expected that the proceeds of the Current Bonds or the revenues of the System will be used in a manner which would cause such Bonds to be "arbitrage bonds", within.the meaning of Section 148 of the Code and the applicable regulations. The City covenants to the purchasers and/or holders of the Current Bonds that (1) the City will make no use of the proceeds of said Bonds, or the revenues 1l1 of the System, which, if such use had been reasonably expected on the date of issue of such Bonds, would have caused such Bonds to be "arbitrage bonds", and (2) that the City will comply with (i) all of the requirements of Section 148 of the Internal Revenue Code, and (ii) all of the requirements of applicable Income Tax Regulations thereunder, to whatever extent is necessary to assure that the Current Bonds shall not be treated as "arbitrage bonds". The City acknowledges that the Code and the applicable regulations thereunder require that the portion of the Current Bonds deposited in the Escrow Fund be invested at a yield no greater than the actuarial yield applicable to the Current Bonds. The City reserves the right to make any investment permitted by State Law if, whenever, and to the extent that Section 148 or regulations promulgated thereunder shall be repealed, amended or relaxed, or shall be held void by a final decision of a court of competent jurisdiction, but only if any investment made by virtue of such repeal, or relaxation, amendment or decision would not, in the opinion of recognized Bond Counsel, result in making the interest on the Bonds or any Parity Bonds subject to Federal income taxation. Prior to or at the time of delivery of the Current Bonds, the Mayor and the City's 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 expenditures and investments, including the execution of necessary and/or desirable certifications of the type contemplated by the "Arbitrage Regulations", as amended, in order to assure that interest on the Current Bonds will be exempt from all Federal income taxes and that such Current Bonds will not be treated as "arbitrage bonds". Section 17. Defeasance of Bonds. The City reserves the right, at any time, to cause the pledge of the revenues securing the Bonds and all Parity Bonds, to be defeased and released by paying an amount into an irrevocable escrow sufficient, when invested (or sufficient without such investment, as the case may be) in cash and/or U.S. Obligations (the "Future Escrow"), to assure the availability in such Future Escrow of an adequate amount (a) to call for redemption and to redeem and retire all of such Outstanding Bonds, both as to principal and as to interest, on any optional redemption date, including all costs and expenses in connection therewith, and to pay all principal and interest falling due on such Outstanding Bonds to and on said date, or (b) to pay all principal and interest requirements on such Outstanding Bonds as same mature, without redemption in advance of maturity (other than by scheduled mandatory redemption) the determination of whether to defease under (a) or (b) or both to be made by the Governing Body of the City. Such Future Escrow shall have such maturities as to assure that there will be sufficient funds for such purpose. If such defeasance is to be accomplished pursuant to (a) the City shall take all steps necessary to publish appropriate notice of the redemption of such Outstanding Bonds on whatever redemption date is determined. Upon the proper amount of such investments being placed in escrow and so secured, such revenue pledge shall be automatically fully defeased and released without any further action being necessary. Provided (1) no such defeasement shall be accomplished through the use of amounts on deposit in the Debt Service Reserve Account 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, and (2) no such defeasement shall require that any Bonds be redeemed in advance of maturity if a right to defease the Bonds without redemption in advance of maturity shall have become vested. Section 18. Refunded Bonds will be Fully Provided for through Escrow of the Proceeds of!the Current Bonds. Provisions thus having been made for the orderly payment until final maturity and/or redemption of all of the principal of and interest on the Refunded Bonds, as same are scheduled to mature and/or are called for prior redemption according to their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Current Bonds, provision will have been made for the performance of all covenants and agreements of the City incident to the issuance of the Refunded Bonds, and that accordingly, and in compliance with all that has been heretofore provided, the City will have no further obligation with reference to the Refunded Bonds, 12 m ;"a: except to assure that the Refunded Bonds"are paid from the funds so escrowed in accordance with the provisions of the Escrow Agreement. It is expressly provided and covenanted that all of the provisions for the payment of the principal of and interest on the Refunded Bonds from the Escrow Fund, shall be strictly observed and followed in all respects, and the income from the Escrow Fund shall not be applied for any purpose other than the payment of principal of and interest on the Refunded Bonds at maturity and/or with partial redemption in advance of maturity according to their terms until the date of scheduled final payment of the Refunded Bonds which have matured and/or have been called for prior redemption, after which time any surplus then remaining in the Escrow Fund in access of the amount earmarked for matured and/or called Refunded Bonds not yet presented for payment, shall be treated as current revenues of the System and so applied. Section 19. Existing Funds and Deposits. Simultaneously with the delivery of the Current Bonds, the City covenants that all amounts remaining, in the funds, accounts and reserves created and maintained in connection with the 1991 Bond Ordinance will be continued to be maintained in said funds, accounts and reserves in accordance with the 1991 Bond Ordinance and this Current Bond Ordinance. Section 20. Flow of Funds. (a) General Fund. From and after the delivery of the Current Bonds, the System shall continue to be operated as a revenue producing public project or system and shall be operated for the purpose of this Ordinance on a Sinking Fund Year basis commencing on July 1 of each calendar year and ending on the next succeeding June 30, (the "Sinking Fund Year") or such other appropriate fiscal year as shall be designated by the Governing Body, and all of the gross income and revenues of the .System shall be set aside into the separate and special fund designated as the "City of Paducah Water Works General Fund (the "General Fund") from which fund sums deposited therein shall be apportioned to the various funds and accounts as set out in the ensuing subsections of this Section 20. "F'1, (b) Sinking Fund. There was created in the 1991 Bond Ordinance a special fund to be " known as the City of Paducah Water Works Bond Sinking Fund" (the "Sinking Fund"), which Sinking Fund shall consist of three separate accounts, viz. an Interest Account, a Principal Account and a Debt Service Reserve Account (which latter account shall be known as the "'Sinking Fund Reserve" or as the "Debt Service Reserve"). Hereinafter said three accounts will sometimes be referred to as (the "Three Sinking Fund Accounts"). There shall be transferred on or before the 25th day of each month from the General Fund and deposited into the Sinking Fund, to be apportioned as hereinafter set out, an amount sufficient to satisfy the amounts required to be deposited from the General Fund into the Three Sinking Fund Accounts. The amounts to be so set aside and paid into the Sinking Fund in each month, in equal installments shall be amounts to pay the annual debt service requirements of the Bonds as same fall due, which amounts are more specifically determined to be as follows: (1) Interest Account: Amounts sufficient in the aggregate, to pay the interest on the Bonds and on any outstanding Parity Bonds (if any) falling due on the next succeeding Interest Payment Date. Amounts on deposit in the Interest Account shall be used solely for the payment of interest currently falling due on the Bonds and on any additional Parity Bonds. (2) Principal Account: Amounts sufficient in the aggregate, to pay the principal of the Current Bonds and any outstanding Parity Bonds maturing, or falling due by reason of the mandatory redemption, on the next succeeding July 1 (the "Principal Payment. Date"). Amounts on deposit in the Principal Account shall be used solely for the purpose of paying the principal of the Bonds and any additional Parity Bonds when due at maturity or pursuant to any mandatory call for redemption. (3) Debt Service Reserve Account: This account shall beheld for the benefit of the holders of the Bonds and any additional Parity Bonds and shall be used solely for the purpose of paying principal of or interest on such Bonds or Parity Bonds as to which there would otherwise be a 13 default. There shall be deposited into the Debt Service Reserve Account in each month an amount equal to at least 1/12 of the required Maximum Annual Debt Service until such Maximum Annual Debt Service shall have been accumulated; provided, however, that the foregoing requirement for monthly deposits into this account shall be considered satisfied so that no deposit shall be required to be made into that account so long as the amount on deposit therein (including the maximum amount then payable under all Reserve Account Insurance Policies) shall equal the Maximum Annual Debt Service. Provided, that in the event that any funds shall be paid by any Reserve Account Insurance Policy or funds then on deposit shall be withdrawn from the Debt Service Reserve Account, the City shall be obligated to transfer funds from the General Fund to the Debt Service Reserve Account in each month in an amount equal to at least 1/12 of the Maximum Annual Debt Service until such Maximum Annual Debt Service has been restored or until the face amount of the Reserve Account Insurance Policy (together with the amount then on deposit in the Debt Service Reserve Account) shall equal the Maximum Annual Debt Service. Provided, however, that no further payments need be made into the Sinking Fund after and so long as such amount of the Bonds shall have been retired that the amount then held in the Sinking Fund, including the Debt Service Reserve Account, shall be equal to the entire amount required to retire and/or redeem all Bonds and any Parity Bonds then outstanding and paying all interest that will accrue to or at the time of such retirement and/or redemption. If for any reason the City shall fail to pay into the Sinking Fund the amount required to be paid into such Sinking Fund in any month, then an amount equal to such deficiency shall be set apart from the gross revenues of the System and paid into the Sinking Fund from the first available income and revenues. All amounts on deposit in the Sinking Fund, including all Three Sinking Fund Accounts, shall constitute a trust fund and shall be and are hereby earmarked and pledged for the security and source of payment for the Bonds and any Parity Bonds. l ��1 Amounts on deposit in the Debt Service Reserve Account, including amounts available under the Reserve Account Insurance Policy, may be withdrawn and used by the City, when necessary, and shall be so withdrawn and used if and to the extent necessary to prevent the occurrence of an Event of Default, for the purpose of making payments of principal of and interest on the Bonds (including both principal maturities and mandatory redemptions) if the amounts on deposit in the Sinking Fund are not sufficient to make such payments. On or before the 26th days of December and June in each year, the Sinking Fund Depository shall transfer from the Sinking Fund (and from the Debt Service Reserve Account therein if necessary) a sum equal to the interest or a sum equal to the principal and interest, as the case may be, becoming due on the next following respective January 1 or July 1, and deposit the same in an account hereby created and identified as "City of Paducah Water Works Revenue Bond and Interest Payment Account" and shall notify the Payee Bank that the same is held as a trust fund to be drawn upon by the Payee Bank to pay maturing interest installments, and/or principal and interest installments, as the case may be, in accordance with the terms of the Bonds. The Sinking Fund Depository, the Payee Bank and the City Clerk shall keep appropriate records as to payment of principal and interest installments. In the event that the Sinking Fund Depository does not have sufficient funds to transfer the required amounts to the Payee Bank as specified in the foregoing, the Sinking Fund Depository shall advise the Payee Bank of the amount of any deficiency in the amount so transferred so that the Payee Bank may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy on deposit in the Debt Service Reserve Account. No distinction or preference shall exist in the use of moneys on deposit in the General Fund for payment into the Interest Account and the Principal Account, such accounts being on a parity with each other. 14 �t a d,i As and when additional-' Parity Bonds are issued, provision' shall be made similarly for increasing the Debt Service Reserve Account, if necessary and to the extent not fully funded concurrently with the issuance of such Parity Bonds, to not less than the Debt Service Reserve applicable to all bonds then scheduled to be outstanding (including the Prior Bonds, the Current Bonds and such additional Parity Bonds) falling due in any 12 month period thereafter, by deposit of monthly amounts equal to at least 1/12 of the amount necessary to accumulate such additional Debt Service Reserve within a period of two years. Income from any investment of the proceeds of any Parity Bonds deposited in the Debt Service Reserve maybe credited to the then current construction account until completion ofthe then current construction project, and after such completion, as certified by the Engineers, such income shall be credited to the Interest Account in the Sinking Fund; interest received from any investment of collected accrued interest and the proceeds of such Parity Bonds representing interest during construction deposited in the Interest Account may also be credited to the then current construction Account pending disbursement of such sums and proceeds to pay the investment income shall be so credited to the then current construction account unless all payments otherwise required to be made into the particular accounts in the Sinking Fund are current and there are no deficiencies in any of such Accounts. . (c) Depreciation Fund. Whenever the balance on deposit in the Depreciation Fund created in the 1991 Bond Ordinance shall be less than $500,000; or such greater amount as may be determined by the City (the "Required Depreciation Balance"), there shall be transferred from the General Fund and deposited into the Depreciation Fund, on or before the 25th day of each month, an amount equal to ten percent (10%) of the balance on deposit in the General Fund, which deposits shall continue until there has been accumulated not less than the sum of $500,000. Provided that so long as the Required Depreciation Balance shall be maintained in such Depreciation Fund, no further deposits shall be required to be made therein. Moneys in the Depreciation Fund may be withdrawn and used upon appropriate certification by whatever City official of the City is duly authorized by the Governing Body of the City to make such certification, for the purpose of paying the costs of making unusual or extraordinary maintenance, repairs, renewals and/or replacements to the System, not included in the Annual Budget of CurrentExpenses, which would be necessary to keep the System -in good operating condition, only when there is not sufficient money for such purpose included in- the Annual Budget, or for paying the costs of constructing extensions, additions and/or improvements to the System which will either enhance the revenue producing capacity of the System or provide a higher degree of service; provided, however, that if the available balance in the Sinking Fund and the Debt Service Reserve Account on June 15 or December 15 shall be insufficient to pay the next maturing installment of interest and/or principal (including mandatory redemption payments) falling due on the Bonds, the City shall withdraw and transfer from the Depreciation Fund such amounts as may be required to eliminate the deficiency in the Sinking Fund and to avoid a default. Provided, further, that any such withdrawal shall be promptly restored to the Depreciation Fund from the first revenues of the System available (1) in the event that other legally available moneys of the System, including the proceeds of Reserve Account Insurance Policy, if any, shall be available, (2) if any surplus funds are available after meeting all current requirements of the Sinking Fund; including the Debt Service Reserve Account, or (3) as shall be determined by the Board. However, it is not anticipated that any sums in the Depreciation Fund will be used to meet requirements of the Sinking Fund. There shall also be deposited in said Depreciation Fund the proceeds of any property damage insurance not immediately used to replace the damaged or destroyed property of the System. Such deposits shall not reduce or serve as a credit against the amount of the Required Depreciation Balance otherwise required or any other amounts required to be deposited into the Depreciation Fund. As and when additional Parity Bonds are issued, provision shall be made for additional payments into the .Depreciation Fund (thus- increasing -the Required Depreciation Balance) in whatever amount shall be recommended by the Engineers and/or determined by the Governing Body of the City, provided such additional amounts shall be accumulated therein as provided above. -15 All funds on deposit in the Depreciation Fund shall be kept separate and apart from all other municipal funds and shall be deposited, secured and/or invested in the manner provided in Section 20(f) hereof. (d) Operation and Maintenance Fund. After the requirements of the preceding two funds described above have been satisfied, there shall be transferred from the balance of the income and revenues remaining in the Revenue Fund on or before the 25th day of each month, into the Operation and Maintenance Fund, such amount as shall be determined by the Governing Body to be necessary and sufficient to pay the reasonable and current expenses of operating, maintaining and insuring the System for the two months following such 25th day. After the 25th day of each month, further transfers may be made in like manner only if and to the extent that it shall become necessary to pay such expenses actually accrued and payable. All costs of operating, maintaining and insuring the System, shall be paid from the Operation and Maintenance Fund. All funds in the Operation and Maintenance Fund shall be maintained separate and apart from all other municipal funds and shall be deposited, secured and/or invested in the manner provided hereinafter in Section 20(f). (e) Surplus Balances in the General Fund. If and whenever, on July 1 of any year, all specified and required transfers and payments into the special funds provided have been made and there is a balance on deposit in the General Fund in excess of the amount required to be transferred during the ensuing three months of the ensuing Sinking Fund Year into said special funds, all or any part of such excess may, within 60 days after such July 1, be used as follows: (1) To retire or redeem outstanding Bonds in inverse order of maturities in accordance with the terms thereof; (2) To purchase Bonds or Parity Bonds, at the sole option and discretion of the City, at a price not to exceed the then applicable or next applicable redemption price of such respective series of Bonds; (3) To transfer additional amounts to the Debt Service Reserve Account, the Operation and Maintenance Fund or the Depreciation Fund; (4) To repay any amounts, if any, drawn under the Reserve Account Insurance Policy, including interest thereon; (5) To pay the debt service requirements of any outstanding subordinate obligations payable from the income and revenues of the System; or (6) For any other lawful corporate purpose of the City related solely to the System. Except as otherwise provided expressly herein, the determination of what and how funds are to be invested, and without limiting the generality of the foregoing, how any excess or surplus funds shall be invested, shall be as directed by the Commission, unless there is a question as to whether such action might cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, as amended, in which event such action shall not be taken without first obtaining the opinion of recognized Bond Counsel to the effect that such action will not cause the Bonds to become "arbitrage bonds". 69 Security for and Investment of Deposits. The City covenants and agrees to establish and maintain the respective Funds as provided herein and all funds so deposited, to the extent that same shall cause deposits of the City in the Depository Bank to exceed the amount insured by the FDIC shall be continuously secured by a valid pledge of bonds or notes of the United States of America having an equivalent market value; or same shall be secured by a surety bond or bonds furnished by a surety company or companies qualified or authorized to do business in Kentucky; or such portion 16 II � # F :* F: 4 of such Funds as shall be designated.bythe Commission shall be invested in Investments as defined herein, maturing as needed under this Ordinance; provided no investment' shall be made in any obligations maturing later than five years from the date of investment. All such Investments shall be valued for the purposes hereof in terms of their market value on the then next preceding January 1 or July 1, whichever is later. Said Depository Bank shall be obligated to send written notice to the City of the need for investment directions if and whenever funds in excess of $10,000 shall remain uninvested for a period of more than 5 days. Section 21. Determination by City that Proportions of Revenues to be Deposited are Correct. The Governing Body of the City hereby finds and determines that, exclusive of the payment its required to be made into the Sinking Fund, the amounts which are provided to be paid into the Depreciation Fund and into the Operation and Maintenance Fund are proper and sufficient for the purposes thereof. Section 22. City Officials to be Bonded. The City will cause each municipal officer or other person having custody of any moneys administered under the provisions of this Ordinance to be bonded at all times in an amount equal to the maximum amount of such moneys in his custody at any time. The City will segregate and earmark such funds, consistent with this Ordinance in such manner to enable the City to obtain the benefit of the lowest possible surety premium: rates on such surety bond or bonds. Each such surety bond shall have a surety given by a surety corporation qualified or authorized to do business in Kentucky, and approved by the Governing Body of the City, and the premium of such surety bond shall constitute a proper expense of operating and maintaining the System, and may be paid from amounts available in the Operation. and Maintenance Fund. Section 23. Adoption of Budget of Current Expenses; Fiscal Year. The City covenants and agrees that prior to the delivery of the Current Bonds, the Governing Body of the City or the Commission will adopt a Budget of Current Expenses for the operation of the System for the remainder of the then fiscal year, and thereafter on or before the first day of September of each year prior to the year of final maturity of the Bonds or of any Parity Bonds, the Governing Body of the City or the Commission will adopt an Annual Budget of Current Expenses for the ensuing fiscal year, and will furnish a copy of such Budget or amendment thereto, upon request, to any Bondowners. Current Expenses shall include all reasonable and necessary costs of operating, repairing, maintaining and insuring the System, but shall exclude payments into the Current Sinking Fund. The City further covenants that the Current Expenses incurred in any year shall not exceed the necessary and reasonable amounts required therefore, and that the City will not expend any amount or incur any obligation for operation, maintenance and repair in excess of the amounts provided for Current Expenses in the current Annual Budget, accept on proper justification and resolution (or ordinance) by the Governing Body of the City, as such expenditures are necessary to operate and maintain the System. The City further covenants that at the same time and in like manner, the Governing Body of the City or the Commission shall prepare an estimate of Gross Revenues to be derived from the operation of the System for said fiscal year and that sufficient Gross Revenues shall be provided, through the maintenance of proper rates and charges (and through the increase thereof if necessary) to satisfy the requirements of all of the provisions contained in this Ordinance, including the accumulation and maintenance of all required reserves specified herein. Section 24. Rates and Charges for Services of the System. While the Bonds or any Parity Bonds remain outstanding and unpaid, the rates for all services and facilities rendered by the System to the City and to its citizens, corporations or others requiring the same, shall be reasonable and just taking into account and consideration the cost and value of the System, the cost of maintaining an operating the same, and proper and necessary allowances for depreciation thereof, and the amounts necessary for the retirement of all Bonds and the accruing interest on all such Bonds as may be outstanding under the provisions of the 1991 Bond Ordinance and this Current Bond Ordinance, and there shall be charged such rates and amounts as shall be adequate to meet all requirements of the provisions of such 1991 Bond Ordinance and this Current Bond Ordinance. 17 The City covenants that it will not reduce the rates and charges for services rendered by the System without first filing with the City Clerk a Certification of an Independent Consulting Engineer to the effect that the annual net revenues (defined as gross revenues less essential operation and maintenance expenses) of the then existing System for the fiscal year preceding the date on which such reduction is proposed, as such annual revenues are adjusted, after taking into account the projected reduction in revenues anticipated to result from such proposed rate decrease, are equal to not less than 130% of the required Maximum Annual Debt Service thereafter on all of the then outstanding bonds payable from the revenues of the System. The City also covenants to cause a report to be filed with the Governing Body within 90 days after the end of each fiscal year by Certified Public Accountants and/or Independent Consulting Engineers, setting forth what was the precise percentage of the required Maximum Annual Debt Service falling due in any fiscal year thereafter for principal of and interest on all of the then Outstanding Bonds payable from the revenues of the System, produced or provided by the net revenues of the System in that fiscal year; and the City covenants that if and whenever such report so filed shall establish that such coverage of net revenues for such year was less than 130% of the required Maximum Annual Debt Service thereafter, the City shall increase the rates to be effective not later than six months from the end of such fiscal year, by an amount sufficient, in the opinion of such Independent Consulting Engineers and/or Certified Public Accountants, to establish the existence of or immediate projection of, such minimum 130% coverage. Such coverage report and rate increase shall take into account estimates and projections of such Certified Public Accountants and/or Independent Consulting Engineers relating to income and expenses for the System for the current fiscal year then in effect. In any event, such rate increases will not be less than five percent (5%) higher than the rates previously in effect. Section 25. Provision Permitting Additional Parity Bonds. The Bonds shall not be entitled to priority one over the other in the application of the income and revenues of the System, regardless of the time or times of their issuance, it being the intention that there shall be no priority among the Bonds, regardless of the fact that they may be actually issued and delivered at different 1 times, and provided further that the lien and security of and for any bonds or obligations hereafter j J 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 Bonds and any Parity Bonds as may from time to time be outstanding; provided the City hereby reserves the right and privilege of issuing additional bonds from time to time payable from the income and revenues of the System ranking on a parity with the Bonds, for the purpose of financing the cost, not otherwise provided, of new waterworks facilities, and/or -related auxiliary facilities, and/or to finance future extensions, additions, and/or improvements to the System, or any part thereof, provided in each instance that: (a) The facility or facilities to be constructed from the proceeds of the additional Parity Bonds is or are made a part of the System and its or their revenues are pledged as additional security for the additional Parity Bonds and the then Outstanding Bonds. (b) There shall have been procured and filed with the City Clerk a statement by a Certified Public Accountant reciting the opinion that the "net income and revenues" (as defined below) of the System for 12 consecutive months of the 18 months preceding the issuance of said additional Parity Bonds (with adjustments as hereinafter provided) were equal to at least one hundred and thirty percent (130%) of the Maximum Annual Debt Service requirements for all then Outstanding Bonds plus the Parity Bonds then proposed to be issued. The calculation of Maximum Annual Debt Service requirements of the additional Parity Bonds then proposed to be issued shall be determined on the basis of the principal of, and interest on, such Parity Bonds being payable in approximately equal annual installments, with the amounts of the respective mandatory redemption installments of any then proposed term bonds which are to be part of such additional Parity Bonds, being treated as principal maturities of such Parity Bonds for the purpose of calculating Maximum Annual Debt Service Requirements. "Net income and revenues" as herein used are defined as gross income and revenues less operating expenses, which shall include salaries, wages, cost of maintenance and operation, cost of water purchased, if any, materials and supplies, pumping costs, insurance, and all other costs that are normally and -regularly so included undef ,;rbeo9'"fized accounting practices,- exclusive of allowances for depreciation. "Gross income and revenues" shall include investment income, disconnection fees, and all other items of income which have been established as "reasonably anticipated annual income of the System" (except for connection fees), based upon a certification of Independent Consulting Engineers and/or Certified Public Accountants, as defined herein; provided (1) all "investment income" shall be adjusted in any such calculation or projection to reflect the market rate currently available from such investments, and (2) there shall be excluded any unusual items of income and revenues which are of a generally non-recurring nature, according to the certification of Independent Consulting Engineers and/or Certified Public Accountants. m "Operating expenses" shall include only those items of costs of maintenance and operation which are "reasonably anticipated annual operation and maintenance expenses 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 ofIndependent Consulting Engineers and/or Certified Public Accountants. Such "net revenues" may be adjusted for the purpose of the foregoing computations to reflect (i) any revisions in the schedule of rates and charges being imposed for the services of the System at the time of issuance of any such additional Parity Bonds, including any revised schedule of rates established by the City providing for rate increases to "be phased in" over a two or three year period, and also to reflect (ii) any increase in such net revenues projected to be produced in any Sinking Fund Year within three years after the issuance of such proposed Parity Bonds by reason of the revenues anticipated to be derived from the extensions, additions and/or improvements to the System being financed (in whole or in part) by such additional Parity Bonds, provided (A) no projection for such latter adjustment shall be made as to any customers other than structures, dwellings, businesses -and/or manufacturing establishments located on or which will abut on extensions, additions and/or improvements to the System in existence at the time of the.issuance of such Parity Bonds and/or being financed (in whole or in part) by such additional Parity Bonds; rr and (B) such latter adjustment shall be made only if contracts for the immediate acquisition and/or construction of such extensions, additions and/or improvements have been or will have been entered into (secured by 100% performance bond) prior to the issuance of such additional Parity Bonds. All adjustments provided for in this paragraph shall be based upon the written certification of an Independent Consulting Engineer. - (c) The payments required to be made into the various Funds and accounts created under, the 1991 Bond Ordinance must be certified as current by the General Manager of the System. (d) The face amount of the Reserve Account Insurance Policy will be increased and/or an additional guaranty agreement, surety bond or insurance policy will be obtained from an insurance company or surety company having an insurance rating at least as high as the rating of MBIA at that time, in a face amount such that the aggregate of the maximum amount payable by the issuers.of all such instruments is equal to not less than the Maximum Annual Debt Service for all bonds which are scheduled to be outstanding under the terms of the bond ordinance then contemplated to be enacted to authorize the issuance of such then proposed Parity Bonds; or the aggregate value of the maximum amounts payable by the issuers of the Reserve Account Insurance Policy and all similar instruments then in effect and on deposit in the Debt Service Reserve Account plus the amount of money which is required to be deposited in the Debt Service Reserve Account immediately upon the issuance of the Parity Bonds then proposed to be issued must be equal to at least the Maximum Debt Service Requirements for all bonds then scheduled to be outstanding under the terms of the then proposed Parity Bond Ordinance immediately following the issuance of suchproposed Parity Bonds. (e) If City cannot obtain a Reserve Account Insurance Policy or elects not to obtain a Reserve Account Insurance Policy, the requirement as to funding of the Debt Service Reserve Account shall be satisfied if a cash (and/or Investments) amount equal to not less than the Maximum Annual Debt Service of all Outstanding Bonds, including the proposed Parity Bonds, shall be deposited or be on deposit in the, Debt Service. Reserve Account. - 1,9 (f) The amount available to be paid by MBIA to the Transfer Agent under the terms of the Reserve Account Insurance Policy issued by MBIA or to be paid by the issuer of any other similar guaranty agreement, surety bond or insurance policy under the respective terms thereof, shall be equal to the maximum limit specified in such Reserve Account Insurance Policy or such other guaranty agreement, surety bond or insurance policy which is then in effect. The City further reserves the right to issue one or more additional series of bonds to be secured by a parity lien on and ratably payable from the revenues of the System for the purpose of refunding or refinancing the Outstanding Bonds or any portion thereof, and/or any then previously issued Parity Bonds, provided that prior to the issuance of such additional Parity Bonds for that purpose, there shall have been procured and filed with the City Clerk a statement by a Certified Public Accountant reciting the opinion based upon necessary investigation that: (1) after the issuance of such Parity Bonds, the annual net revenues, as adjusted and defined above, of the then existing System for the fiscal year preceding the date of issuance of such Parity Bonds, after taking into account the revised debt service requirements resulting from the issuance of such Parity Bonds and from the elimination of the bonds being refunded or refinanced thereby, are equal to not less than 130% of the Maximum Annual Debt Service then scheduled to fall due in any fiscal year thereafter for principal of and interest on all of the then Outstanding Bonds payable from the revenues of the System, calculated in the manner specified above; or (2) in the alternative, that the debt service requirements for the Bonds, any then previously issued Parity Bonds and the proposed parity refunding bonds, in any year of maturities thereof after the redemption of the Bonds scheduled to be refunded through the issuance of such proposed parity refimding bonds, shall not exceed the debt service requirements applicable to the then Outstanding Bonds and any then previously issued Parity Bonds for such year prior to the issuance of such proposed Parity Bonds and the redemption, retirement or defeasement of the Bonds to be refunded, and without extending the maturities of such parity refunding bonds beyond the maturities of the bonds being refunded. The City further reserves the right, following receipt of the written recommendations of the Commission, as follows: (a) to combine and consolidate its existing water works System with its existing sewer system, into a single, combined and consolidated, revenue producing project or system (the "Consolidated System"), after which, the Bonds and any additional Parity Bonds would be secured by and payable from the revenues of the Consolidated System. In order to accomplish such combining and consolidating, the City further reserves the right to issue one or more additional series of bonds to be secured by a parity lien on and ratably payable from the revenues of the Consolidated System, for the purpose of refunding or refinancing certain outstanding bonds constituting a charge against the existing sewer system (the "Prior Sewer Bonds"), provided that prior to the issuance of such parity bonds for that purpose, there shall have been procured and filed with the City Clerk a statement by a Certified Public Accountant reciting the opinion based upon necessary investigation that: (i) after the issuance of such parity bonds, the annual net revenues, as adjusted and defined above, of the then existing water works system and the then existing sewer system for the fiscal year preceding the date of issuance of such parity bonds, after taking into account the revised Maximum Annual Debt Service resulting from the issuance of such parity bonds and from the elimination of the bonds being refunded or refinanced thereby, are equal to not less than 130% of the Maximum Annual Debt Service thereafter on all of the then outstanding bonds payable from the combined revenues of the Consolidated System, calculated in the manner specified above; or (ii) in the alternative, that the Maximum Annual Debt Service for the Bonds, any then previously issued Parity Bonds and the proposed parity refunding bonds, in any year of maturities thereof after the redemption of the Prior Sewer Bonds to be refunded through the 20 issuance of such proposed parity ref lAamg onds, shall not exceed the scheduled Maximum Annual Debt Service applicable to the then Outstanding Bonds and any then previously issued Parity Bonds, plus the Prior Sewer Bonds, for any corresponding year prior to the issuance of such proposed parity refunding bonds. The additional parity bonds, the issuance of which is restricted and conditioned by this Ordinance, shall be understood to mean bonds payable from the income and revenues of the Consolidated System on a parity with the Bonds and any Parity Bonds and shall not be deemed to include nor to prohibit the issuance of any other obligations, the security and source of payment of which is subordinate and subj ect to the priority of the payments into the Sinking Fund for the Bonds. (b) After the creation of such Consolidated System, the City further reserves the right, following receipt of written recommendations of the Commission, to add new water and/or sewer facilities, and/or related auxiliary facilities, and/or to finance future extensions, additions and/or improvements to the Consolidated System by the issuance of Bonds or more additional series of bonds to be secured by a parity lien on and ratably payable from the revenues of the Consolidated System, provided that: (i) the facility or facilities to be constructed from the proceeds of the additional parity bonds issued for that purpose is or are made a part of the Consolidated System and its or their revenues are pledged as additional security for the additional parity bonds and the Outstanding Bonds; and (ii) there shall have been procured and filed with the City Clerk a statement by a Certified Public Accountant, as defined herein, reciting the opinion based upon necessary investigation that the net revenues of the Consolidated System for 12 consecutive months out of the preceding 18 months {with adjustments as provided above) are equal to at least 1.30 times the Maximum Annual Debt Service on the Bonds then outstanding and any Parity Bonds including the Bonds then proposed to be issued. The interest payment dates for all such additional Parity Bonds shall be semi-annually on January 1 and July 1 of each year, and the principal maturities thereof shall be on July 1 of the year in which any such principal is scheduled to become due. (c) Also, after the creation of the Consolidated System, the City .further reserves the right, following receipt of written recommendations of the Commission, to combine Parity Bonds, issued to refund outstanding Prior Sewer Bonds, pursuant to the provisions of this Section, with parity bonds issued to finance future extensions, additions and/or improvements to the Consolidated System, and/or to accomplish the purposes set out above,. through the issuance of a single series of parity refunding and improvement bonds. The additional parity bonds, the issuance of which is restricted and conditioned by this Section, shall be understood to mean bonds payable from, the income and revenues of the System on a parity with the Bonds and any Parity. Bonds and shall not be deemed to include nor to prohibit the issuance of any other obligations, the security and source ofpayment ofwhich is subordinate and subject to the priority of the payments into the Sinking Fund for the Bonds. Interest payments for all such additional Parity Bonds shall be semiannually on January 1 and July 1 of each year, and the principal maturities thereof shall be on July 1 of the year in which .any such principal is scheduled to become due. Section 26. General Covenants of the City with Regard to the Operation -of the System. So long as any of the Bonds and any Parity Bonds are outstanding, the City covenants with respect to the System as follows: . (a) Service to the City. The reasonable cost and value of any service rendered by the System, to the City for any purpose shall be charged against: the City and paid thereby (from any legal sources or funds available other than funds derived from the revenues of the System) as the service 21 accrues and the proceeds thereof shall be deposited in the general Fund the same as all other revenues of the System. (b) Disposal of Property. The City will not sell or otherwise dispose of any of the facilities of the System, or any part thereof, and, except as provided for above, it will not create or permit to be created any charge or lien on the revenues thereof ranking equal or prior to the charge or lien of the Bonds. Notwithstanding the foregoing, the City may at any time permanently abandon the use of, or sell at the fair market value, any part of the facilities of the System, provided that: (1) It is in compliance with all covenants and undertakings in connection with all of the Bonds then outstanding and payable from the revenues of the System and the Debt Service Reserve Account for such Bonds is being maintained therein at the stipulated level; (2) It will, in the event of any such sale, apply the proceeds to either (i) redemption of Outstanding Bonds in accordance with the provisions governing prepayment of Bonds in advance of maturity or purchase of Bonds in the open market at not exceeding the next applicable redemption price, or (ii) replacement of the facility so disposed of by another facility, the revenues of which shall be incorporated into the System as hereinbefore provided; (3) Certifies, in good faith, prior to any abandonment of use, that the facility or facilities to be abandoned is or are no longer economically feasible of producing substantial net revenues; (4) It certifies, in good faith, that the estimated net revenues of the remaining facilities of the System for the then next succeeding fiscal year, plus the estimated net revenues of the facility or facilities, if any, to be added to the System, comply with the earnings requirements hereinbefore provided in the provisions and conditions governing the issuance of additional Parity Bonds; (5) Such sale or disposition will not have the effect of causing the Bonds or any Parity Bonds to become "arbitrage bonds" or of otherwise causing the interest on such Bonds or any Parity Bonds to become taxable; and (6) The proceeds of any such sale or disposition shall be paid into the Depreciation Fund and shall not be permitted to reduce the amount otherwise required to be paid into said Depreciation Fund. (c) General Operation. The City shall operate and maintain the System in good condition, shall faithfully and punctually perform all duties with reference to the System, required by the Constitution and Statutes of the Commonwealth of Kentucky, shall charge and collect lawfully established rates and charges for services rendered by the System, and will properly adopt and enforce increased rates for the services of the System whenever such increase shall be necessary to comply with any covenant of this Ordinance, or to make any payment required by this Ordinance, including amounts payable to the City of any Reserve Account Insurance Policy. (d) Records and Audits. Insofar as consistent with the laws ofKentucky, the City agrees that so long as any of the Bonds remain outstanding, it will keep or cause the Commission to keep proper books of records and accounts showing complete and correct entry of all transactions relating to the System in accordance with generally accepted accounting principles (for facilities of like type and size), in which complete and correct entries shall be made of all pertinent transactions. All such records and books of account shall at all times during normal business hours be subject to inspection by the owners of 10% or more of the principal amount of the Bonds then outstanding, or by their duly authorized representatives. The City further covenants that as soon as may be feasible after the close of each fiscal year, and in any event not later than ninety (90) days thereafter, - the ,City will cause an audit of the financial affairs of the System to be prepared by a Certified Public Accountant, covering the 22 /117� operation of the System for the preceding fiscal year,•and that within four months after the close of each fiscal year the City will furnish to any owner of the Outstanding Bonds who shall request same in writing, a copy of such annual audit report. A copy of said audit report shall be kept on file in the office of the City Clerk and at the office of the Commission, where such report will be subject to inspection at any reasonable time by or on behalf of any owner of Outstanding Bonds. A condensation of the important facts shown by such report will be mailed to any Bondowner upon request. The City covenants and agrees that if and whenever it is in default as to any of the provisions herein, it will furnish monthly operating reports to the Fiscal Agent, identified in Section 1 hereof, if requested by the Fiscal Agent, in .such form as shall be satisfactory to such Fiscal Agent, and to furnish such operating reports to any Bondowner requesting same. Section- 27. Insurance. (a) Fire and Extended Coverage. If and to the extent that the System includes structures above ground level, the City shall, upon receipt of the proceeds of the sale of the Bonds, if such insurance is not already in force, procure fire and extended coverage insurance on the insurable portion of all of the facilities of the System, of a kind and in such amounts as would ordinarily be carried by private companies or public bodies engaged in operating a similar utility. The foregoing fire and extended coverage insurance shall be maintained so long as any of the Bonds are outstanding and shall be in amounts sufficient to provide for not less than full recovery whenever a loss from perils insured against does not exceed eighty percent (80%) of the full insurable value of the damaged facility. , - _ . I - In the event of any damage to or destruction of any part of the System, the City shall promptly arrange for the application of the insurance proceeds for the repair or reconstruction of the damaged or destroyed portion thereof. (b) Liability Insurance on Facilities. Upon receipt of the proceeds of the sale of the Bonds, the City shall, if such insurance is not already in force, procure and maintain, so long as any of the Bonds are outstanding, public liability insurance relating ,to the operation of the facilities of the System, with a $1,000,000 combined single limit for bodily injury and property damage to others which may arise from the City's operations of the System and any other facilities constituting a portion of the System. (c) Vehicle Liability Insurance. If and to the extent that the City owns or operates vehicles in the operation of the System, upon receipt of the proceeds of the Bonds, the City shall, if such insurance is not already in force, procure and maintain, so long as any of the Bonds are outstanding, vehicular public liability insurance with a $1,000,000 combined single limit for bodily injury and property damage to others which may arise from the operation of such vehicles by the City. Section 28. Additional Covenants Respecting the System. The City covenants that so long as any of the Bonds and/or any Parity Bonds, are outstanding, as follows: .. I (a) It will at all times own and operate the System, to the fullest extent permitted by law as a public project on a revenue-producing basis, and will permit no services to be rendered free of charge or without full compensation. (b) It will at all times maintain the System in good condition through application of revenues accumulated and set aside for operation and maintenance as herein provided, and will make renewals and replacements, as the same may be required, through application of revenues accumulated and set aside into the Depreciation Fund. (c) It will not permit any competing water works system, public or private, to sell or serve water services to customers within the corporate limits of the City and its outside service area, to the extent that the City is legally able to prevent same.. 23 .,.,,....., 1.1---, , , r II VIII -.,...,. ._ , .�ter,,.,.,,..," _ I,,. _... -L, I _�I- . __ ­­_ ­ _­ . (d) It will perform all duties with reference to the System required by the Statutes and Constitution of Kentucky and will not sell, lease, mortgage or in any manner dispose of the System, or any part thereof except as authorized herein. (e) Pursuant to KRS 96.934 and other applicable legal provisions, the City will provide that water services will be discontinued to any premises where there is a failure to pay any part of the water charges, so billed, including such penalties and fees for disconnection and/or reconnection as may be prescribed from time to time, to the greatest extent permitted by law. (f) The City agrees that during the time that any of the Bonds and/or any Parity Bonds are outstanding, it will take all steps as may be necessary to cause the owners of all properties abutting upon any water lines of the City, to connect thereto and to keep connected thereto all such lines on such properties, and the City will prohibit all such properties from obtaining water utilities services from any source other than the System. This covenant shall be in favor of and enforceable by the owners of the Bonds and all Parity Bonds in accordance with the provisions herein contained. If the City fails to take such steps, such obligation of the City may be enforced by any one or more of the Bondowners. Section 29. Commissioners of the Water Works; Existence and Continuance Contractual with Bondholders. Pursuant to an Ordinance heretofore enacted, the supervision, management and conduct of the System is vested in a municipal commission, designated as the "Commissioners of Water Works", which Ordinance shall constitute a contract between the City and the holders of the Bonds, and any additional Parity Bonds issued pursuant to the Current Bond Ordinance; and said Ordinance may not be amended or repealed so long as any of the Bonds, and/or any Parity Bonds are outstanding and unpaid (and have not been defeased), without the consent of at least 80% in amount of the holders of all of such Outstanding Bonds. Section 30. Signatures of Officers. If any of the officers whose signatures or facsimile signatures appear on the Bonds cease to be such officers before delivery of the Bonds, such signatures shall nevertheless be valid for all purposes the same as if said officers had remained in office until delivery, as provided in KRS 58.040 and KRS 61.390.1 Section 31. Appointment and Duties of Bond Registrar, Transfer Agent and Payee Bank; Duties of Escrow Bank. , Paducah, Kentucky, is hereby .designated as the Bond Registrar, Transfer Agent and Payee Bank herein. (a) Duties as Bond Registrar and Transfer Agent. Its duties as Bond Registrar and Transfer Agent shall be as follows: (1) To authenticate the Bonds authorized herein; (2) To register all of the Bonds including those issued in exchange for any Bond in the names of the respective owners thereof; (3) Upon being supplied with a properly authenticated assignment satisfactory to the Bond Registrar (in the sole discretion of such Bond Registrar), to transfer the ownership of Bonds from one registered Bondowner to another within three (3) business days of the receipt of such proper assignment by the Bond Registrar; and (4) To cancel and destroy (or remit to the City for destruction, if so requested by the City) all exchanged, matured, retired and redeemed Bonds, and to maintain adequate records relevant j thereto. J (b) Duties as Payee Bank. Its duties as Payee Bank shall be as follows: (1) To make payment of principal of and interest on the Bonds from funds provided to the Payee Bank in accordance with the provisions of Section 4 hereof; 24 (2) To remit, but only to the extent that all required funds are made available to the Payee Bank by the City, semiannual interest paymentsrdirectly to the registered owner of each Bond by regular United States mail. Said mteres�ayments shall be deposited in the United States mail no later than each interest due date. Matured or redeemed Bonds shall be payable upon presentation to the Payee Bank. For interest payment purposes, the Payee Bank shall be entitled to rely on its records as Bond Registrar as to the ownership of each Bond as of the 15th day of the month preceding an interest due date, and the Payee Bank's check shall be drawn and mailed accordingly; !' (3) To send appropriate written notice to the owner of each Bond to be redeemed and to redeem Bonds prior to their stated maturity upon their presentation in accordance with the provisions of Section 5 of this Ordinance upon receiving sufficient funds; and (4) To supply the City with a written accounting evidencing the payment of interest on and principal of the Bonds within 30 days following each respective due date. (c) Duties of Escrow Bank The duties of the Escrow Bank will be to perform all duties of the Escrow Bank specified herein and in the separate Escrow Agreement between the City and the Escrow Bank with respect to the Refunded Bonds. (d) General Provisions as to Registrar, Transfer Agent and Payee Bank. The Registrar, Transfer Agent and Payee Bank (collectively the "Bank") shall be entitled to the advice of Counsel and shall be protected for any acts taken by it in good faith in reliance upon such advice. It shall not be liable for any actions taken in good faith and believed by it to be within its discretion or the power conferred upon it by this Ordinance or the responsibility for the consequences of an oversight or error in judgment. The Bank may at any time resign from any or all of its capacities and duties set forth in this Ordinance as to any or all of the foregoing by filing its resignation with the City Clerk and notifying the original purchaser or purchasers of the Bonds. Thereupon, the City shall designate a successor Bank as to such capacities and duties, which shall be an incorporated bank or trust company authorized to transact business in the United States of America. Notwithstanding the foregoing, in the event of such resignation provision shall be made for the orderly transition of the books, records and accounts relating to the Bonds as to such resigned capacity or capacities to the successor Bank in order that there will be no delinquencies in the payment of interest or principal due on the Bonds. The Registrar shall indicate its acceptance of its duties as Registrar, Transfer Agent and Payee Bank, by signing its Acceptance at the conclusion of this Ordinance. (e) Replacement by City of Registrar, Transfer Agent and Payee Bank. The City shall have the right at any time to replace the Registrar, Transfer Agent and Payee Bank, by observing the following procedure: (1) It must first enact an Ordinance to that effect. (2) It must provide 90 days notice to such party in that capacity by certified or registered mail. (3) It must designate a replacement institution, which must be an institution insured by the FDIC having assets of not less than $1,000,000. (4) It must obtain a written acceptance from such successor, to assume the applicable duties, at least 60 days in advance of the date of such association. (5) It must notify Bondowners by sending written notice by regular U.S. mail of the intended change at least 75. days in advance of the intended change. (6) All of the foregoing must occur more than 60 days prior to an Interest Payment Date. 25 ..�....,� „ „.. .,. ,.., ,,.„ ,..,.m ....f,.. ,...,..., ... .. ... ......",., LT n.M. I .N._,- m..,.i_,_.--I..,,..,_ _ ...I,i-A. (7) It must arrange with the existing institution to transfer all funds, records and/or other necessary documents over to the successor, not less than 30 days prior to the succession date. Section 32. Supplemental Ordinances not Requiring Consent of Bondowners, or MBIA. The City may, without the consent of, or notice to, any of the owners of the Bonds, or to MBIA, enact one or more Supplemental Ordinances as shall not be inconsistent with the terms and provisions hereof for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Ordinance; (b) to grant to or confer upon the Registrar for the benefit of the Bondowners any additional rights, remedies, powers or authorities that should lawfully be granted to or conferred upon the Bondowners or the Registrar or either of them; (c) to subject to the lien and pledge of this Ordinance additional revenues, properties or collateral which may legally be subjected; (d) to add to the conditions, limitations and restrictions on the issuance of the Bonds or any Parity Bonds, other conditions, limitations and restrictions thereafter to be observed; (e) to add to the covenants and agreements of the City in this Ordinance, other covenants and agreements thereafter to be incurred by the City or to surrender any right or power herein reserved to or conferred upon the City; or (f) to effect the issuance of additional Parity Bonds pursuant to Section 25 hereof. Section 33. Supplemental Ordinances Requiring Consent of Bondowners and MBIA. Exclusive of Supplemental Ordinances covered by Section 33 hereof and subject to the terms and conditions contained in this Section and not otherwise, the owners of not less than two-thirds in aggregate principal amount of the Bonds and any Parity Bonds then outstanding, together with MBIA (so long as it is the insurer of any insurance policy referred to herein, relative to the Debt Service Reserve Account or to the Bonds) shall have the right, from time to time, anything contained in this Ordinance to the contrary notwithstanding, to consent to and approve the enactment by the City of such other Supplemental Ordinance as shall be deemed necessary and desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any terms or provisions contained in this Ordinance or in any Supplemental Ordinance; provided, however, that nothing in this Section shall permit, or be construed without consent of the owner of any Bonds then outstanding as permitting (a) an extension of the maturity date on which the principal of, premium, if any, or interest on such Bond is or is to become, due and payable, (b) a reduction in the principal amount of such Bond, the rate of interest thereon, or any redemption premium, (c) a privilege or priority of any other Bond or Bonds over such Bond, (d) reduction in the principal amount of the Bonds required for consent to such Supplemental Ordinance, or (e) the creation of a lien upon or pledge of revenues, receipts, or other income from, or in connection with the System ranking prior to or (except in connection with the issuance of Parity Bonds pursuant to Section 25 of this Ordinance) on a parity with the lien or pledge by this Ordinance. No Supplemental Ordinance shall be enacted for any of the purposes of this Section without notice being furnished by the Registrar to each Bondowner in the same manner as the furnishing of a Notice of Redemption of Bonds, and no such Ordinance shall be effective until at least 60 days subsequent to the furnishing of such notice. Section 34. Provisions in Conflict Repealed. All ordinances, resolutions and orders, or parts thereof, in conflict herewith are, to the extent of such conflict, hereby repealed, and it is hereby specifically ordered and provided that except for the permissible issuance of Parity Bonds pursuant to Section 25 hereof, any proceedings heretofore taken for the issuance of other bonds payable or secured in any manner by all or any part of the income and revenues of the System, or any part thereof, and which have not heretofore been issued and delivered, are hereby revoked and rescinded, and none of such other bonds shall be issued and delivered. 26 Section 35. 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 36. Effective Date of Ordinance. This Ordinance shall be in full force and effect immediately following publication of Title and Summary of such Ordinance. Introduced and Given First Reading, October 28, 1997. Given Second Reading and Final Enactment, November 11, 1997. Attest: City Clerk 27 CITY OF PADUCAH, KENTUCKY Mayor -- - - - -. r CERTIFICATE OF CITY CLERK I, Lenita Smith, the City Clerk of the City of Paducah, Kentucky, certify that the foregoing is a true copy of an Ordinance authorizing the issuance of City of Paducah, Kentucky Water Works Revenue Refunding Bonds, Series 1997, that said Ordinance was introduced and given first reading by the Board of Commissioners of said City of the 28th day of October, 1997, and that it was placed and remained on file in my office for public inspection in that identical completed form until November 11, 1997, on which date it was given its second reading and was enacted by said Board, that said meetings were duly held in accordance with all applicable requirements of Kentucky law, including KRS 61.810, 61.815, 61.820, and 61.825, that a quorum was present at each of said meetings, that said Ordinance has been ordered to be published by title and summary contained in a Notice of Enactment and Summary of Ordinance, in the form attached hereto, and that said Ordinance has not been modified, amended, revoked, or repealed, and that same is now in full force and effect. IN TESTIMONY WHEREOF, witness my signature as City Clerk and the official Seal of said City this , 1997. (Seal of City) W City Clerk 0 ACCEPTANCE BY THE BOND REGISTRAR, TRANSFER AGENT AND PAYEE BANK The undersigned, hereby agrees to the provisions of the foregoing Ordinance to the extent there are contained therein provisions as tothe rights and duties of it as Bond Registrar, Transfer Agent and Payee Bank. THE PADUCAH BANK AND TRUST COMPANY Dated: Title 29 EXHIBIT A Maturity Schedule Payment Due Principal Payment Due Principal Janusry 1• Payment Janpm 1, Payment 1998 $50,000 2004 $ 830,000 1999 75,000 2005 865,000 2000 80,000 2006 905,000 2001 85,000 2007 950,000 2002 85,000 2008 990,000 2003 795,000 2009 1,035,000 EXHIBIT B UNITED STATES OF AMERICA COMMONWEALTH OF KENTUCKY COUNTY OF McCRACKEN CITY;.OF .PADUCAH WATER WORKS REVENUE REFUNDING BOND SERIES 1997 No. R CUSIP: ORIGINAL ISSUE DATE $ INTEREST RATE: MATURITY DATE: KNOW ALL MEN BY THESE PRESENTS: That the City of Paducah (the "City") in the Commonwealth of Kentucky, for value received, hereby promises to pay, solely from the special fund hereinafter identified, to the Registered Owner, or his or its registered assigns, as hereinafter identified, upon presentation and surrender of this Bond, the principal sum of DOLLARS, on the Maturity Date specified above, and to pay interest on said sum at the per annum Interest Rate specified above, semiannually from the Original Issue Date or from the most recent Interest Payment Date preceding the date of or on which this Bond was authenticated, unless this Bond is authenticated on an Interest Payment Date to which interest has been paid, in which event it shall bear interest from that date, on January 1 and July 1 of each year (the "Interest Payment Date"), unless redeemed prior thereto as hereinafter provided. The principal of and premium, if any, on this Bond are payable upon surrender of this Bond, at maturity or at earlier redemption prior to maturity, in lawful money of the United States of America at the principal corporate trust office of , Paducah, Kentucky (the "Payee Bank" and the "Bond Registrar"). Interest due on this Bond shall be paid by check or draft mailed by regular United States mail postmarked no later than the due date thereof by the Payee Bank to the registered owner hereof at the address shown as of the 15th day of the month preceding each Interest Payment Date on the Bond Register kept by the Bond Registrar. This Bond is part of a duly authorized issue Dollars ($ ) principal amount of bonds (the "Current Bonds") authorized to be issued by the City pursuant to an Ordinance duly enacted (the "Current Bond Ordinance" or the "Bond Ordinance") under and in full appliance with the Constitution and Statutes of the Commonwealth of Kentucky, and more specifically Sections 82.082, 58.010 through 58.140 and 58.440 of the Kentucky Revised Statutes, and within the meaning of the decision of the Supreme Court of Kentucky in the case of Hemlepp v. Aronberg, Ky., 369 S.W. 2d 121, for the purpose of refunding a portion of the outstanding City of Paducah Water Works Revenue Refunding Bonds, Series 1991, dated April 1,1991(the "Refunded Bonds"), secured by a pledge of the revenues of the water works system of the City (the "System"). Through appropriate escrow arrangements the City has deposited into an escrow fund T sufficient proceeds of these Current Bonds, together with any other necessary and available funds (hereinafter collectively referred to as the "Escrowed Funds"), which Escrowed Funds, together with the contractual income therefrom, shall be sufficient in amount to pay the principal of and interest on all of the Refunded Bonds, either at maturity or with partial redemption in advance of maturity, thereby defeasing the respective pledges of the income and revenues of the System securing said Refunded Bonds. These Current Bonds which rank in a parity with the unrefunded City of Paducah Water Works Revenue Refunding Bonds, Series 1991, dated April 1, 1991 (the "Prior Bonds") do not constitute an indebtedness of the City within the meaning of any constitutional or statutory provisions or limitations, but are payable as to both principal and interest solely out of the gross revenues of the System, a sufficient portion of which gross revenues, to pay the principal of and interest on all of the Prior Bonds and these Current Bonds, as and when the same become due and payable, shall be set aside and deposited into the "City of Paducah, Kentucky Water Works Sinking Fund" (the "Sinking Fund"). It is provided in and by the Current Bond Ordinance that additional bonds ranking on a parity with the Prior Bonds and the Current Bonds may be issued and outstanding upon the conditions and restrictions provided in the Current Bond Ordinance; and these Current Bonds, together with the Prior Bonds and such additional bonds ranking on a parity therewith as may be hereafter issued and outstanding from time to time under the parity conditions and restrictions of the Current Bond Ordinance, are and will continue to be payable from and secured by a first pledge of the gross income and revenues to be derived from the operation of the System. The City covenants that so long as any of the Prior Bonds, the Current Bonds and/or any additional parity bonds are outstanding, the System will be continuously owned and operated as a revenue producing undertaking, and that the 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 provide for the depreciation thereof, and to pay the cost of operation and maintenance of the System, as set out in the Current Bond Ordinance. These Current Bonds are issuable as fully registered bonds in the denomination of $5,000 and any authorized multiple thereof within a single maturity. This Current Bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Current Bond Ordinance, and upon surrender and cancellation of this Current Bond, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative. Upon such transfer being made, a new fully registered bond or bonds of the same series and the same maturity of authorized denomination, for the same aggregate principal amount will be issued to the transferee in exchange for this Current Bond. The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for the purpose ofreceiving payment ofprincipal hereof, premium, if any, and interest due hereon and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notary to the contrary. The Current Bonds maturing on and after July 1, 2008, 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 the Bond Registrar by lot in such manner as may be determined by the Bond Registrar) on any Interest Payment Date falling on or after July 1, 2008, upon payment of face amount plus a redemption premium constituting the total redemption price, expressed in terms of a percentage of the face amount of the Bonds so called for redemption, plus all accrued interest maturing on and prior to the redemption date, as follows: Redemption Date Redemption Price September 1, 2007 through and including December 31, 2007 102% January 1, 2008 through and including June 30, 2008 101% July 1, 2008 and thereafter 100% The City has entered into an agreement with MBIA to the effect that the City shall not exercise its option to redeemed any of the Current Bonds without the consent of MBIA if and whenever the Debt Service Reserve Fund is not fully insured, or if any amount is owed to MBIA with respect to the Reserve Account Insurance Policy. oft In the event that a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof, if the Bond is one of the maturities or amounts or part of the maturities or amounts called for redemption. Upon surrender of any Bond for redemption in part, the Bond Registrar shall authenticate and deliver an exchangae�Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Boyd 9&§ ''&red. The Bond Registrar shall give notice of any redemption by sending such notice by certified � or registered mail not less than 30 and not more than 60 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the Bond Register as of the date of mailing of such notice the Bond Registrar may furnish one other form of such notice more than 60 days prior to the date fixed for redemption, provided at least one such notice shall be sent not less than 30 nor more than 60 days prior to such date. Such notice shall state the redemption date, the redemption price, the amount (or number of months) of accrued interest payable on the redemption date, the place at which the Bonds are to be surrendered for payment, and, if less than all of the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice mailed as provided shall be conclusively presumed to have been duly given, whether or not the Bondowner receives such notice. Prior to each redemption date, the Bond Registrar shall make provision, to the extent funds are then available therefor, for the payment of the redemption price of the Bonds to be redeemed on such date by setting aside and holding in trust an amount sufficient to pay such redemption price. Upon presentation and surrender of any such Bond at the principal corporate trust office of the Bond Registrar on or after the date fixed for redemption, the Bond Registrar shall pay the redemption price of such Bond (including accrued interest) from the funds set aside for such purpose. All of said Bonds as to which the 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. The required notice shall be deemed to have been given upon the City furnishing Notice of Redemption to the Bond Registrar and upon the Bond Registrar acknowledging that it has instructions to send such notice and that it will do so at the proper time, even if the time for furnishing such notice has not yet arrived. 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, the Prior Bonds and all other bonds ranking on a parity therewith, including those which may be issued hereafter. IN WITNESS WHEREOF, said City of Paducah, in the Commonwealth of Kentucky, has caused this Bond to be executed on its behalf with the duly authorized or reproduced facsimile signature of the Mayor of said City, and the reproduced facsimile of its Corporate Seal to be imprinted hereon and attested by the reproduced facsimile signature of its City Clerk, dated as of the first day of December, 1997; provided, however, that this Bond shall not be valid or become obligatory for any purpose, or be entitled to any security or benefit under the Current Bond Ordinance pursuant to which it was authorized until the Authentication Certificate of Registrar printed hereon shall have been executed by the manual signature of a duly authorized representative of the Bond Registrar. CITY OF PADUCAH, KENTUCKY By (Facsimile Si ng_ature) Mayor Attest: (Facsimile Signature) City Clerk (Facsimile Seal) The Authentication Date of this Bond is: (FORM OF AUTHENTICATION CERTIFICATE OF REGISTRAR) AUTHENTICATION CERTIFICATE OF REGISTRAR This is to certify that this Bond is one of the Bonds referred to in the within Bond and in the Bond Ordinance authorizing same. THE FIFTH THIRD BANK Cincinnati, Ohio, Bond Registrar LOW Authorized Officer (FORM OF ASSIGNMENT) Assignment For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and hereby irrevocably constitutes and appoints attorney to transfer said Bond on the books kept for registration and transfer of this Bond, with full power of substitution in the premises. Dated: In the presence of: 0