10659-19 Supplemental Bond Ordinance

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BILL NO. 20-19 ORDINANCE NO. 10659-19 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, SUPPLEMENTING AND AMENDING ORDINANCE NO. 9937-09 FOR THE PURPOSE OF AUTHORIZING THE MODIFICATION OF CERTAIN CONTRACTUAL RIGHTS OF THE CITY, THE EXECUTION AND DELIVERY OF ITS AMENDED WATERWORKS REVENUE BONDS OF 2009, SERIES B, AND APPROVING CERTAIN RELATED MATTERS IN CONNECTION THEREWITH STATEMENT OF PURPOSE AND INTENT The City of South Bend, Indiana (the "City"), has heretofore established, constructed, and currently owns and operates a waterworks system (the "Utility"), pursuant to the provisions of Indiana Code 8-1.5, as amended. On November 19, 2009, the City issued its bonds designated as the "City of South Bend, Indiana, Waterworks Revenue Bonds of 2009, Series B" in the original aggregate principal amount of$5,380,000 (the "Original Bonds"), which are payable from the net revenues of the Utility, in order to provide funds to pay the costs of certain works of improvement to the Utility and to pay incidental charges in connection therewith, all pursuant to Ordinance No. 9937-09 adopted by the Common Council of the City (the "Common Council") on June 8, 2009 (the "Original Ordinance"). These Original Bonds are outstanding in the aggregate principal amount of approximately$3,835,000. Pursuant to the terms of the Original Bonds and the Qualified Entity Purchase Agreement, dated November 11, 2009 (the "Original Purchase Agreement"), by and between the City and the Indiana Bond Bank (the "Bond Bank"), the Original Bonds maturing on or after January 1, 2021, are subject to redemption prior to maturity, at the option of the City, on any date on or after January 1, 2020 (such rights hereinafter referred to as the"Call Rights"). The Bond Bank previously issued its Indiana Bond Bank Special Program Bonds, Series 2009 C-1, dated November 19, 2009, in the aggregate principal amount of $22,235,000 (the "Prior Bond Bank Bonds"), for the purpose, in part, of providing funds to purchase the Original Bonds from the City, and the Bond Bank has authorized and intends to issue one or more series of its Indiana Bond Bank Special Program Refunding Bonds, Series 2019 A, with such further or different series designation as may be determined by the Bond Bank (collectively, the "Refunding Bond Bank Bonds"), for the purpose of refinancing the outstanding Prior Bond Bank Bonds and paying all costs of issuance related thereto, in order to achieve interest cost savings due to favorable market conditions (the"Refunding Program"). As a condition to sharing a portion of the economic benefits associated with the Refunding Program with the City, the Bond Bank has requested that (a)the City modify the Call Rights and evidence the modification of such Call Rights and receipt of such Call Rights Modification Credit (as hereinafter defined) (all in exchange for receiving a portion of the economic benefits associated with the Refunding Program) by executing and delivering its Amended Bonds (as hereinafter defined), and (b) upon the closing on the Refunding Bond Bank Bonds and satisfaction of the other terms and conditions set forth herein, exchanging the Amended Bonds for the outstanding Original Bonds. Pursuant to the terms of the Original Ordinance, the City may grant or confer upon the owners of the Original Bonds any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Original Bonds, or to make any change which, in the judgment of the City, is not to the prejudice of the owners of the Original Bonds. Furthermore, the terms of the Original Ordinance provide that, the City may, from time to time and at any time, without consent of, or notice to, any of the owners of the Original Bonds, amend the Original Ordinance for any purpose if in the judgment of the City such