10963-23-Ordinance Authorizing the Acquisition and Construction of Certain Additions and Improvements to the Municipal Waterworks of the City of South Bend

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transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: Signature(s)must be guaranteed by an NOTICE: The signature to this assignment must eligible guarantor institution participating in a correspond with the name as it appears on the Securities Transfer Association recognized face of the within bond in every particular, signature guarantee program. without alteration or enlargement or any change whatsoever. SECTION VIII. Authorization for Preparation and Sale of the Bonds and BANs; Official Statement. (a) The Controller is hereby authorized and directed to have the Bonds and BANs prepared, and the Mayor and Clerk are hereby authorized and directed to execute and attest the Bonds and BANs in the form and manner provided herein. The Controller is hereby authorized and directed to deliver the Bonds and BANs to the respective purchasers thereof. At the time of delivery of the Bonds and BANs,the Controller shall collect the full amount which the respective purchasers have agreed to pay therefor,which amount shall not be less than 99%of the face amount of the BANs and not less than 99%of the face value of the Bonds,plus accrued interest to the date of delivery,if any. The City may receive payment for the BANs or the Bonds in installments. The Bonds, as and to the extent paid for and delivered to the purchaser, shall be the binding special revenue obligations of the City payable out of the Net Revenues of the waterworks to be set aside into the Sinking Fund as herein provided. The proceeds derived from the sale of the Bonds shall be and are hereby set aside for application to the cost of the Project hereinbefore referred to, the refunding of the BANs, if issued, and the expenses necessarily incurred in connection with the BANs and Bonds. The proper officers of the City are hereby directed to sell the Bonds, to draw all proper and necessary warrants, and to do whatever acts and things which may be necessary to carry out the provisions of this Ordinance. (b) As an alternative to public sale, the Controller may negotiate the sale of the BANs or Bonds to the Authority as part of its IFA Program. The Mayor and the Controller are hereby authorized to (i) submit an application to the Authority as part of its IFA Program, (ii) execute a Financial Assistance Agreement with the Authority with terms conforming to this ordinance, and (iii) sell such BANs or Bonds upon such terms as are acceptable to the Mayor and the Controller consistent with the terms of this Ordinance. The substantially final form of Financial Assistance Agreement attached hereto as Exhibit B and incorporated herein by reference is hereby approved by this Common Council,and the Mayor and Controller are hereby authorized to execute and deliver the same, and to approve any changes in form or substance to the Financial Assistance Agreement which are consistent with the terms of this Ordinance, such changes to be conclusively evidenced by such execution. (c) The BANs and Bonds(other than BANs and Bonds sold to the Authority as part of its IFA Program) may, to the extent required by law, be offered and sold pursuant to an Official Statement with respect to the BANS or Bonds. Distribution of an Official Statement (preliminary and final) prepared by the Municipal Advisor, on behalf of the City, is hereby authorized and approved, and the Mayor and Controller are authorized and directed to execute the Official Statement on behalf of the City in a form consistent with this Ordinance. The Mayor or the Controller is authorized to designate the preliminary Official Statement as "nearly final" for purposes of Rule 15c2-12 as promulgated by the Securities and Exchange Commission ("Rule"). In the alternative, the Mayor may obtain an investment letter from the purchaser of the Bonds in a form satisfactory to the City's attorney and bond counsel. SECTION IX. Bond Sale Notice. Unless the Bonds are sold to the Authority pursuant to the IFA Program or Indiana law permits the sale of the Bonds by negotiated sale at the time of the issuance of the Bonds or any series thereof, the Bonds shall be sold at a competitive sale. The Controller shall cause to be published a notice of intent to sell in a newspaper published or of general circulation in the City, and in the Indianapolis Business Journal, a newspaper of general circulation published in the City of Indianapolis, Indiana, all in accordance with I.C. 5-1- 11 and I.C. 5-3-1. The notice shall state the character and amount of the Bonds,the maximum rate of interest thereon, the terms and conditions upon which bids will be received and the sale made, and such other information as the Controller and the attorneys employed by the City shall deem - 13 -