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HomeMy WebLinkAbout10576-18 Authorizing the issuance of General Obligation Bonds ORDINANCE No . 10576-18 Passed by the Common Council of the City of South Bend, Indiana January 22, 20 18 Attest: City Clerk Attest: President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana January 22 20 18 City Clerk Approved and signed by me r 20 Mayor 120ON COUNTY-CITY BUILDING i PHONE 574/235-9822 227 W.JEFFERSON BLVD. FAX 574/235-9928 SOUTH BEND, INDIANA 46601-1830 Filed in Clerk's Office x 15( JAN 0 2 2018 KAREEMAH FOWLER CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR CITY CLERK,SOUTH BEND, IN DEPARTMENT OF ADMINISTRATION AND FINANCE January 2, 2018 Mr. Tim Scott President, South Bend Common Council 227 W. Jefferson Blvd., Suite 400 S South Bend, Indiana 46601 RE: AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS FOR THE PURPOSE OF PROVIDING FUNDS TO PAY FOR CERTAIN CAPITAL PROJECTS AND INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE ISSUANCE OF THE BONDS, AND ALL MATTERS RELATED THERETO Dear Council President Scott: Attached for filing, please find the above-referenced ordinance to be considered by the Common Council for first reading at its January 8,2018 meeting,and for public hearing on January 22, 2018. This ordinance authorizes the issuance of general obligation bonds for the purpose of providing the payment of costs and expenses for the construction of a new Fire Station 9 at the corner of Mishawaka Avenue and 21st Street, and the construction of an additional classroom building on the grounds of the Luther J. Taylor Sr. Fire Training Center. Randy Rompola of Barnes & Thornburg LLP and Herschel Frierson of Crowe Horwath LLP will be presenting this ordinance to the Common Council, and I will be in attendance along with representatives of the South Bend Fire Department. Your favorable consideration is requested. Please do not hesitate to contact me if you need additional information. Sincerely, Jennifer Hockenhull, Controller Department of Administration and Finance Excellence I Accountability I Innovation I Inclusion I Empowerment �� BILL NO. 02-18 ORDINANCE NO. 10576-18 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS FOR THE PURPOSE OF PROVIDING FUNDS TO PAY FOR CERTAIN CAPITAL PROJECTS AND INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE ISSUANCE OF THE BONDS, AND ALL MATTERS RELATED THERETO STATEMENT OF PURPOSE AND INTENT The Common Council (the "Council") of the City of South Bend, Indiana (the "City"), has considered undertaking (i) replacement of current Fire Station 9 with a newly constructed station at the corner of Mishawaka Avenue and 21 st Street in the City which new station would be approximately 10,000 square feet and would house Engine 9, Medic 9, and Boat 2 and accommodate up to 7 assigned firefighters per day and (ii) construction of an additional classroom building on the grounds of the Luther J. Taylor Sr. Fire Training Center which proposed building would be an approximately 3,000 square foot building and would house a rugged, divisible classroom with capacity for 100 personnel and additional training props and storage areas (collectively, the "Projects") in the City. It would be of public utility and benefit and in the best interests of the City and its citizens to pay the costs of all or a portion of the Projects through the issuance of general obligation bonds of the City payable from a tax levied upon all of the taxable property of the City, as described herein, to the extent other revenues of the City are not available for such purpose, as more fully described herein. The Council now deems it advisable to issue, pursuant to Ind. Code §36-4-6-19, Ind. Code § 6-1.1-20-1, et. seq., and other applicable provisions of the Indiana Code (collectively, the "Act"), the "City of South Bend, Indiana, General Obligation Bonds, Series 2018" (the "Bonds"), in one (1) or more series (with an appropriate series designation for each such series), in the original principal amount of not to exceed Five Million Four Hundred Thirty Thousand Dollars ($5,430,000) (the "Authorized Amount") for the purpose of providing for the funding of (i) all or a portion of the costs of the Projects, (ii) preliminary expenses related thereto and all incidental expenses incurred in connection therewith (all of which are deemed to be a part of the Projects), (iii) the costs of selling and issuing the Bonds, and (iv) a debt service reserve fund for the Bonds as provided herein. The original principal amount of the Bonds, together with the outstanding principal amount of previously issued bonds or other obligations which constitute a debt of the City, is no more than two percent (2%) of one-third (1/3) of the total net assessed valuation of the City. The amount of proceeds of the Bonds allocated to pay costs of the Projects, together with estimated investment earnings thereon, does not exceed the cost of the Projects as estimated by the Council. The Council now finds that all conditions precedent to the adoption of an Ordinance authorizing the issuance of the Bonds have been complied with in accordance with the Act. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,AS FOLLOWS: SECTION I. Authorization for Bonds. In order to provide financing for the Projects and incidental expenses incurred in connection therewith and on account of the issuance of the Bonds, the City shall borrow money and issue the Bonds as herein authorized. SECTION II. General Terms of Bonds. In order to procure said loan for such purposes, the Controller is hereby authorized and directed to have prepared and to issue and sell negotiable general obligation bonds of the City, in one or more series, in an amount not to exceed the Authorized Amount, to be designated "City of South Bend, Indiana, General Obligation Bonds, Series 2018" (with an appropriate additional series designation, if applicable) for the purpose of providing financing for the Projects and incidental expenses, such expenses to include without limitation all expenses of every kind incurred preliminarily to the funding of the Projects, and the costs of selling and issuing the Bonds. The final principal amount of the Bonds (not exceeding the Authorized Amount) shall be determined by the Controller of the City prior to the sale of the Bonds. The Bonds shall be signed in the name of the City by the manual or facsimile signature of the Mayor of the City and attested by the manual or facsimile signature of the Clerk of the City, who shall affix the seal of the City to each of the Bonds manually or shall have the seal imprinted or impressed thereon by facsimile or other means. In case any Officer whose signature or facsimile signature appears on the Bonds shall cease to be such Officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such Officer had remained in office until delivery thereof. The Bonds shall also be authenticated by the manual signature of the Registrar (as hereinafter defined). Subject to the provisions of this Ordinance regarding the registration of the Bonds, the Bonds shall be fully negotiable instruments under the applicable laws of the State of Indiana. The Bonds are, as to all the principal thereof and interest due thereon, general obligations of the City, payable from ad valorem property taxes on all taxable property within the City, to the extent other revenues of the City are not sufficient for such purpose as described in Section VIII hereof. The Bonds shall be issued in fully registered form in denominations of Five Thousand Dollars ($5,000) or any integral multiple thereof (or such different denominations as the Controller shall determine prior to the sale of the Bonds), shall be numbered consecutively from 2018R-1 upward, and shall be originally dated as of their date of issuance. The Bonds shall bear interest payable semiannually on January 15 and July 15 of each year, beginning not earlier than July 15, 2018, at a rate or rates not exceeding six percent (6.00%) per annum (the exact rate or rates to be determined by bidding pursuant to Section 6 of this Ordinance). Interest shall be calculated on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30) day months. The Bonds shall mature serially on January 15 and July 15 of each year, beginning on July 15, 2018, and ending not later than January 15, 2038, in such amounts as the Controller, with the advice of the City's municipal advisor, shall determine prior to the sale of the Bonds. 2 I �I All payments of interest on the Bonds shall be paid by check mailed one (1)business day prior to the interest payment date to the registered owners thereof as of the last day of the month preceding such month in which such interest payment date occurs at the addresses as they appear on the registration books kept by the Registrar (the "Registration Record"), or at such other address as is provided to the Paying Agent (as hereafter defined) in writing by such registered owner. All principal payments on the Bonds shall be made upon surrender thereof at the principal office of the Paying Agent, in any coin or currency of the United States of America which on the date of such payment shall be legal tender for the payment of public and private debts. Interest on Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date thereof unless such Bonds are authenticated after the last day of the month preceding the month in which such interest payment date occurs and on or before such interest payment date in which case they shall bear interest from such interest payment date, or unless authenticated on or before the last day of the month preceding the month in which the first interest payment date occurs, in which case they shall bear interest from the original date, until the principal shall be fully paid. Each Bond shall be transferable or exchangeable only upon the Registration Record by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the City, except for any tax or governmental charge required to be paid in connection therewith, which shall be payable by the person requesting such transfer or exchange. The City, the Registrar and the Paying Agent may treat and consider the persons in whose names such Bonds are registered as the absolute owners thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new bond shall be marked in a manner to distinguish it from the Bond for which it was issued, provided that, in the case of any mutilated bond, such mutilated Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed bond there shall be first furnished to the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such Bond shall have matured, instead of issuing a duplicate Bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such Bond with their reasonable fees and expenses in this connection. Any Bond issued pursuant to this paragraph shall be deemed an original, substitute contractual obligation of the City,whether or not the lost, stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this Ordinance, equally and proportionately with any and all other Bonds issued hereunder. SECTION III. Terms of Redemption. The Controller, upon consultation with the City's municipal advisor, may designate maturities of Bonds (or portion thereof in authorized 3 denominations) that shall be subject to optional redemption and/or mandatory sinking fund redemption, and the corresponding redemption dates, amounts and prices (including premium, if any). Except as otherwise set forth in this Ordinance, the Controller, upon consultation with the City's municipal advisor, is hereby authorized and directed to determine the terms governing any such redemption. Notice of redemption shall be mailed by first-class mail or by registered or certified mail to the address of each registered owner of a Bond to be redeemed as shown on the Registration Record not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption except to the extent such redemption notice is waived by owners of Bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any Bond shall not affect the validity of any proceedings for the redemption of any other Bonds. The notice shall specify the date and place of redemption, the redemption price and the CUSIP numbers (if any) of the Bonds called for redemption. The place of redemption may be determined by the City. Interest on the Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named, and thereafter, such Bonds shall no longer be protected by this Ordinance and shall not be deemed to be outstanding hereunder, and the holders thereof shall have the right only to receive the redemption price. All Bonds which have been redeemed shall be canceled and shall not be reissued; provided, however, that one (1) or more new registered Bonds shall be issued for the unredeemed portion of any Bond without charge to the holder thereof. No later than the date fixed for redemption, funds shall be deposited with the Paying Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply such funds to the payment of, the Bonds or portions thereof called for redemption, including accrued interest thereon to the redemption date. No payment shall be made upon any Bond or portion thereof called for redemption until such Bond shall have been delivered for payment or cancellation or the Registrar shall have received the items required by this Ordinance with respect to any mutilated, lost, stolen or destroyed bond. SECTION IV. Appointment of Registrar and Paying_Agent. The Controller is hereby authorized to serve as, or to appoint a qualified financial institution to serve as, Registrar and Paying Agent for the Bonds (the "Registrar" or "Paying Agent"). The Registrar is hereby charged with the responsibility of authenticating the Bonds, and shall keep and maintain at its principal office or corporate trust office books for the registration and transfer of the Bonds. The Mayor and the Clerk are hereby authorized to enter into such agreements or understandings with such institution as will enable the institution to perform the services required of the Registrar and Paying Agent. The Controller is authorized to pay such fees as the institution may charge for the services it provides as Registrar and Paying Agent. The Registrar and Paying Agent may, at any time, resign as Registrar and Paying Agent by giving thirty (30) days written notice to the Controller and to each registered owner of the Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar and Paying Agent by the Controller. Such notice to the may be served personally or be sent by first-class or registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the 4 Controller, in which event the Controller may appoint a successor Registrar and Paying Agent. The Controller shall notify each registered owner of the Bonds then outstanding of the removal of the Registrar and Paying Agent. Notices to registered owners of the Bonds shall be deemed to be given when mailed by first-class mail to the addresses of such registered owners as they appear on the bond register. Any predecessor Registrar and Paying Agent shall deliver all the Bonds, cash and investments in its possession and the bond register to the successor Registrar and Paying Agent. At all times,the same entity shall serve as Registrar and as Paying Agent. SECTION V. Form of Bonds. (a) The form and tenor of the Bonds shall be substantially as follows, all blanks to be filled in properly and all necessary additions and deletions to be made prior to delivery thereof- 2018R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST.JOSEPH CITY OF SOUTH BEND,INDIANA GENERAL OBLIGATION BOND,SERIES 2018 Interest Maturity Original Authentication Rate Date Date Date [CUSIP] REGISTERED OWNER: PRINCIPAL SUM: DOLLARS($_� The City of South Bend, Indiana(the "City") for value received, hereby promises to pay to the Registered Owner set forth above, the Principal Sum set forth above on the Maturity Date set forth above, and to pay interest thereon until the Principal Sum shall be fully paid, at the Interest Rate per annum specified above from the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the last day of the month preceding the month in which such interest payment date occurs and on or before such interest payment date in which case it shall bear interest from such interest payment date,or unless this bond is authenticated on or before June 30,2018,in which case it shall bear interest from the Original Date, which interest is payable semiannually on January 15 and July 15 of each year, beginning on July 15, 2018. Interest shall be calculated on the basis of a three hundred sixty (360) day year comprised of twelve(12)thirty(30)day months. The principal of this bond is payable at (the "Registrar" or "Paying Agent"), in ,Indiana. All payments of interest on this bond shall be paid by check mailed one(1)business day prior to the interest payment date to the registered owner hereof as of the first day of the month in which such interest payment date occurs at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the Registered Owner. All payments of principal of and premium, if any, on this Bond shall be made upon surrender thereof at the principal [corporate trust] office of the Paying Agent in any coin or currency of the United States of America which on the dates of such payment shall be legal tender for the payment of public and private debts. This Bond is one(1)of an authorized issue of negotiable bonds of the City, of like original date,tenor and effect, except as to denomination, numbering, interest rates, and dates of maturity, in the total amount of Million Hundred Thousand Dollars ($ ), numbered consecutively from 2018R-1 upward, issued for the purpose of providing funds to pay for all or a portion of the costs of construction of certain capital projects,and the costs of the issuance of bonds therefor,as authorized by Ordinance No. adopted by the Common Council of the City on the_day of , 2018, entitled "AN ORDINANCE OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ISSUANCE OF 5 GENERAL OBLIGATION BONDS FOR THE PURPOSE OF PROVIDING FUNDS TO PAY FOR CERTAIN CAPITAL PROJECTS AND INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE ISSUANCE OF THE BONDS, AND ALL MATTERS RELATED THERETO" (the "Ordinance"), and in accordance with I.C. § 36-4-6-19 and other applicable provisions of the Indiana Code, as amended (collectively, the "Act"). The owner of this Bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the Act. PURSUANT TO THE PROVISIONS OF THE ACT AND THE ORDINANCE, THE PRINCIPAL OF THIS BOND AND ALL OTHER BONDS OF SAID ISSUE AND THE INTEREST DUE THEREON ARE PAYABLE AS A GENERAL OBLIGATION OF THE CITY, FROM AN AD VALOREM PROPERTY TAX TO BE LEVIED ON ALL TAXABLE PROPERTY WITHIN THE CITY TO THE EXTENT OTHER REVNEUES OF THE CITY ARE NOT SUFFICIENT FOR SUCH PURPOSE. [INSERT REDEMPTION TERMS] Notice of such redemption shall be mailed by first-class mail or by registered or certified mail not more than sixty(60)days and not less than thirty(30)days prior to the date fixed for redemption to the address of the registered owner of each Bond to be redeemed as shown on the registration record of the City except to the extent such redemption notice is waived by owners of the Bond or Bonds redeemed; provided, however, that failure to give such notice by mailing,or any defect therein with respect to any bond shall not affect the validity of any proceedings for the redemption of any other Bonds. The notice shall specify the date and place of redemption, the redemption price and the CUSIP numbers, if any, of the Bonds called for redemption. The place of redemption may be determined by the City. Interest on the Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named, and thereafter, such Bonds shall no longer be protected by the Ordinance,and shall not be deemed to be outstanding thereunder. This Bond is subject to defeasance prior to payment as provided in the Ordinance. If this Bond shall not be presented for payment on the date fixed therefor,the City may deposit in trust with the Paying Agent,or another paying agent,an amount sufficient to pay such Bond,and thereafter the Registered Owner shall look only to the funds so deposited in trust for payment and the City shall have no further obligation or liability in respect thereto. This Bond is transferable or exchangeable only upon the books of the City kept for that purpose at the office of the Registrar by the Registered Owner in person, or by his attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon a new fully registered bond or bonds in the same aggregate principal amount, and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the Registered Owner, as the case may be, in exchange therefor. The City, any Registrar and any Paying Agent for this Bond may treat and consider the person in whose name this Bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of,or on account of,the principal hereof and interest due hereon. The bonds maturing in any one (1) year are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof. [A Continuing Disclosure Contract from the City to each registered owner or holder of any bond,dated as of the date of initial issuance of the Bonds (the "Contract"), has been executed by the City, a copy of which is available from the City and the terms of which are incorporated herein by this reference. The Contract contains certain promises of the City to each registered owner or holder of any Bond, including a promise to provide certain continuing disclosure. By its payment for and acceptance of this bond,the registered owner or holder of this bond assents to the Contract and to the exchange of such payment and acceptance for such promises.] It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the execution, issuance and delivery of this Bond have been done and performed in regular and due form as provided by law. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been executed by an authorized representative of the Registrar. 6 IN WITNESS WHEREOF, the City of South Bend, Indiana, has caused this Bond to be executed in its corporate name by the manual or facsimile signatures of its duly elected, qualified and acting Mayor, countersigned by its duly appointed, qualified and acting Controller, and its corporate seal to be hereunto affixed,imprinted or impressed by any means and attested manually or by facsimile by the Clerk of the City. CITY OF SOUTH BEND,INDIANA By: Mayor Countersigned: (Tdnt-roller (SEAL) ATTEST: o Clerk It is hereby certified that this Bond is one (1) of the Bonds described in the within-mentioned Ordinance duly authenticated by the Registrar. as Registrar By: Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN.COM. as tenants in common TEN.ENT. as tenants by the entireties JT.TEN. as joint tenants with right of survivorship and not as tenants in common UNIF.TRANS. MIN.ACT Custodian (Cust.) (Minor) under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used,although not contained in the above list. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address) $ principal amount (must be a multiple of $5,000) of the within bond and all rights thereunder,and hereby irrevocably constitutes and appoints ,attorney to transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. 7 NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: Signature(s)must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. (End of Form of Bonds) (b) The Bonds may, in compliance with all applicable laws, initially be issued and held in book-entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by the City from time to time (the "Clearing Agency"), without physical distribution of bonds to the purchasers. The following provisions of this section apply in such event. One (1) definitive Bond of each maturity shall be delivered to the Clearing Agency (or its agent) and held in its custody. The City and the Registrar and Paying Agent may, in connection therewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the Bonds as are necessary or appropriate to accomplish or recognize such book-entry form Bonds. During any time that the Bonds remain and are held in book-entry form on the books of a Clearing Agency, (1) any such Bond may be registered upon the books kept by the Registrar in the name of such Clearing Agency, or any nominee thereof, including Cede & Co., as nominee of The Depository Trust Company; (2) the Clearing Agency in whose name such Bond is so registered shall be, and the City and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such Bond for all purposes of this Ordinance, including, without limitation, the receiving of payment of the principal of and interest on such Bond,the receiving of notice and giving of consent; (3) neither the City nor the Registrar or Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such participant holds any interest in any Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any Bond or any responsibility or obligation hereunder with respect to the receiving of payment of principal of or interest or premium, if any, on any Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any Bond called for partial redemption prior to receiving payment so long as the Registrar and Paying Agent and the Clearing Agency have agreed to the method for noting such partial redemption. If either the City receives notice from the Clearing Agency which is currently the 8 registered owner of the Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the Bonds, or the City elects to discontinue its use of such Clearing Agency as a Clearing Agency for the Bonds, then the City and Registrar and Paying Agent each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the Bonds and to transfer the ownership of each of the Bonds to such person or persons, including any other Clearing Agency, as the holders of the Bonds may direct in accordance with this Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the Bonds, shall be paid by the City. During any time that the Bonds are held in book-entry form on the books of a Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with respect to the identity of any beneficial owner of Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction or demand of a registered owner of a Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the Bonds as the bondholders, and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the fashion described in this Ordinance. During any time that the Bonds are held in book-entry form on the books of a Clearing Agency, the Mayor, the Controller and/or the Registrar are authorized to execute and deliver a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer Letter of Representations, and the provisions of any such Letter of Representations or any successor agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of Registrar under this Ordinance, agrees that it will (i) undertake the duties of agent required thereby and that those duties to be undertaken by either the agent or the issuer shall be the responsibility of the Registrar, and (ii) comply with all requirements of the Clearing Agency, including without limitation same day funds settlement payment procedures. Further, during any time that the Bonds are held in book-entry form, the provisions of Section 5 of this Ordinance shall control over conflicting provisions in any other section of this Ordinance. SECTION VI. Sale of Bonds. The Bonds shall be sold in a competitive sale. The Controller shall cause to be published a notice of sale once each week for two (2) consecutive weeks in accordance with I.C. § 5-3-1-2. The date fixed for the sale shall not be earlier than fifteen (15) days after the first of such publications and not earlier than three (3) days after the second of such publications. Said bond sale notice shall state the time and place of sale, the purpose for which the Bonds are being issued, the total amount thereof, the amount and date of each maturity, the maximum rate or rates of interest thereon, their denominations, the time and place of payment, that specifications and information concerning the Bonds are on file in the office of the Controller and are available on request, the terms and conditions upon which bids will be received and the sale made and such other information as is required by law or as the Controller shall deem necessary, including any terms and conditions of sale which provide an exclusion or exemption from the applicability of all or a portion of the provisions of Rule 15c2- 12 of the U.S. Securities and Exchange Commission, as amended (the "SEC Rule") in which case the Controller may set the minimum authorized denomination of the Bonds at One Hundred Thousand Dollars ($100,000) and integral multiples of$5,000 in excess thereof as contemplated by the SEC Rule. 9 As an alternative to the publication of a notice of sale, the Controller may sell the Bonds through the publication of a notice of intent to sell the Bonds and compliance with related procedures pursuant to I.C. § 5-1-11-2(b). All bids for the Bonds shall be sealed and shall be presented to the Controller in accord with the terms set forth in the Bond sale notice. Bidders for the Bonds shall be required to name the rate or rates of interest which the Bonds are to bear, which shall be the same for all Bonds maturing on the same date, and the interest rate bid on any maturity of Bonds must be no less than the interest rate bid on any and all prior maturities, not exceeding six percent (6.00%) per annum, and such interest rate or rates shall be in multiples of one-eighth (1/8) or one-hundredth (1/100) of one per cent. The Controller shall award the Bonds to the bidder who offers the lowest interest cost, to be determined by computing the total interest on all the Bonds to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of the discount, if any. No bid for less than ninety-eight percent (98.0%) of the par value of the Bonds (or such higher percentage as the Controller shall determine, with the advice of the City's municipal advisor, prior to the sale of the Bonds) and accrued interest, if any, shall be considered. The Controller may require that the successful bidder provide to the City a good faith deposit in the form of cash, certified or cashier's checks payable to the order of the City, or wire transfer (as instructed by the City) (the "Deposit"), in an amount not to exceed one percent (1%) of the aggregate principal amount of the Bonds as a guaranty of the performance of said bid. The successful bidder shall be required to submit to the City the Deposit not later than 3:30 p.m. (local time) on the next business day following the award. In the event the successful bidder shall fail or refuse to accept delivery of the Bonds and pay for the same as soon as the Bonds are ready for delivery or at the time fixed in the notice of sale, then such Deposit and the proceeds thereof shall be the property of the City and shall be considered as its liquidated damages on account of such default In the event no satisfactory bids are received on the day named in the sale notice, the sale may be continued from day to day thereafter for a period of thirty (30) days without readvertisement; provided, however, that if said sale be continued, no bid shall be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for sale in the bond sale notice. The Controller shall have full right to reject any and all bids. After the Bonds have been properly sold and executed, the Controller shall receive from the purchaser's payment for the Bonds and shall provide for delivery of the Bonds to said purchaser. The Controller is hereby authorized and directed to obtain a legal opinion as to the validity of the Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the purchasers of the Bonds or to cause a copy of said legal opinion to be printed on each Bond. The cost of such opinion shall be paid out of the proceeds of the Bonds. SECTION VII. (a) Use of Bond Proceeds. A portion of the proceeds received from the sale of the Bonds shall be deposited into a fund created and designated as the "City of South Bend, Indiana, 2018 Bond Project Fund" (the "Project Fund"). The proceeds deposited into the Project Fund shall be expended only for the purpose of paying expenses incurred in connection with the Projects, together with the expenses incidental thereto and on account of the issuance of the Bonds. Any balance remaining in the Project Fund after 10 the completion of the Projects that is not required to meet unpaid obligations incurred in connection therewith and on account of the issuance of the Bonds may be used to pay debt service on the Bonds or otherwise used as permitted by law. (b) Bond Fund. There is hereby created a separate fund, designated as the "City of South Bend, Indiana 2018 Bond Fund" (the "Bond Fund"), which shall be applied to the payment of the principal of and interest on the Bonds. As taxes attributable to the debt service levy for the Bonds are collected, subject to Section VIII hereof, they shall be accumulated in an account of the Bond Fund hereby created and designated as the "City of South Bend, Indiana 2018 Bond Tax Account" (the "Tax Account"). The Bond Fund shall also have a separate account designated the Revenues Account as described in Section VIII hereof. (c) Reserve Fund. At the time of the sale of the Bonds, the Controller, with the advice of the City's municipal advisor, may determine to establish a debt service reserve fund for the Bonds (the "Reserve Fund"), which shall be funded with a portion of the proceeds of the Bonds in an amount determined by the municipal advisor to be required to adequately secure the Bonds (the "Debt Service Reserve Requirement"). All money in the Reserve Fund shall be used and withdrawn by the City solely for the purpose of making deposits into the Bond Fund, in the event of any deficiency at any time in such fund, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money is lawfully available therefor. Any amount in the Reserve Fund in excess of the Debt Service Reserve Requirement shall be withdrawn from the Reserve Fund and deposited in the Bond Fund. Money in the Reserve Fund shall also be available to make the final payments of interest and principal on the Bonds. Notwithstanding the foregoing, the Controller, with the advice of the City's municipal advisor, may enable the City to satisfy all or any part of its obligation to maintain an amount in the Reserve Fund equal to the Debt Service Reserve Requirement by depositing a Reserve Fund Credit Facility in the Reserve Fund, provided that such deposit does not adversely affect any then existing rating on the Bonds. A Reserve Fund Credit Facility is hereby defined as a letter of credit, liquidity facility, insurance policy or comparable instrument furnished by a bank, insurance company, municipal institution or other entity pursuant to a reimbursement agreement or similar instrument between such entity and the City for the purpose of satisfying in whole or in part the City's obligation to maintain the Reserve Requirement. In the event the amount on deposit in the Reserve Fund is ever less than the Debt Service Reserve Requirement, the City shall deposit from available revenues an amount sufficient to increase the amount on deposit to equal the Debt Service Reserve Requirement. SECTION VIII. Reduction of Tax Lew and Pledge of Certain Other Revenues. The amount of the tax levy each year applicable to making payments on the Bonds as set forth in the budget of the City (the "Tax Levy") shall be reduced by available revenues of the City to the extent such revenues have been set aside and designated by the City for such purpose in the account of the City's Debt Service Fund hereby created and designated as the "City of South Bend, Indiana 2018 General Obligation Bond Revenues Account" (the "Revenues Account"). The City hereby covenants to levy the Tax Levy each year payments are due with respect to the 11 Bonds to the extent the revenues of the City described herein are not sufficient to timely pay the principal of and interest on the Bonds. The amounts available and so deposited in the Revenues Account of the Bond Fund shall be determined at the time the budget and tax levy for a given year is finally fixed, and such amounts shall be used for no purpose except as contemplated above and are hereby pledged by the City to the payment of the Bonds, such pledge being effective as set forth in I.C. § 5-1-14-4 without the necessity of filing or recording this Ordinance or any other instrument except in the records of the City. The City hereby finds and determines that it reasonably expects to pay debt service on the Bonds from a combination of EMS Revenues, Local Income Tax Revenues and tax increment finance revenues from the River East Development Area with such revenues being deposited into the Revenues Account, and not from the Tax Levy, and that therefore the Project is not a "controlled project" for purposes of I.C. § 6-1.1-20-1.1 SECTION IX. Defeasance. If, when the Bonds or any portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or any portion thereof for redemption have been given, and the whole amount of the principal and the interest so due and payable upon such Bonds or any portion thereof then outstanding shall be paid, or (i) cash, or (ii) direct non-callable obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, the principal of and the interest on which when due without reinvestment will provide sufficient money, or (iii) any combination of the foregoing, shall be held irrevocably in trust for such purpose, and provision shall also be made for paying all fees and expenses for the payment, then and in that case the Bonds or such designated portion thereof shall no longer be deemed outstanding or secured by this Ordinance. SECTION X. Amendments. Subject to the terms and provisions contained in this Section, and not otherwise, the owners of not less than sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, to consent to and approve the adoption by the City of such Ordinance or Ordinances supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding in any particular any of the terms or provisions contained in this Ordinance, or in any supplemental ordinance; provided, however, that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest on any Bond, without the consent of the holder of each Bond so affected; or (b) A reduction in the principal amount of any Bond or the rate of interest thereon, or a change in the monetary medium in which such amounts are payable,without the consent of the holder of each Bond so affected; or 12 (c) A preference or priority of any Bond over any other Bond, without the consent of the holders of all Bonds then outstanding; or (d) A reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance, without the consent of the holders of all Bonds then outstanding. If the City shall seek to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the addresses appearing on the registration books held by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental Ordinance and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of its failure to mail such notice, and any such failure shall not affect the validity of such supplemental ordinance when consented to and approved as herein provided. Whenever at any time within one (1) year after the date of the mailing of such notice, the City shall receive any instrument or instruments purporting to be executed by the owners of the Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate principal amount of the Bonds then outstanding, which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the City may adopt such supplemental ordinance in substantially such form, without liability or responsibility to any owners of the Bonds, whether or not such owners shall have consented thereto. No owner of any Bond shall have any right to object to the adoption of such supplemental Ordinance or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City or its Officers from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental Ordinance pursuant to the provisions of this section, this Ordinance shall be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance of the City and all owners of Bonds then outstanding, shall thereafter be determined, exercised and enforced in accordance with this Ordinance, subject in all respects to such modifications and amendments. Notwithstanding anything contained in the foregoing provisions of this Ordinance, the rights and obligations of the City and of the owners of the Bonds, and the terms and provisions of the Bonds and this Ordinance, or any supplemental Ordinance, may be modified or altered in any respect with the consent of the City and the consent of the owners of all the Bonds then outstanding. Without notice to or consent of the owners of the Bonds, the City may, from time to time and at any time, adopt such ordinances supplemental hereto as shall not be inconsistent with the terms and provisions hereof(which supplemental ordinances shall thereafter form a part hereof), (e) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental Ordinance; or 13 (f) To grant to or confer upon the owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Bonds; or (g) To procure a rating on the Bonds from a nationally recognized securities rating agency designated in such supplemental ordinance, if such supplemental ordinance will not adversely affect the owners of the Bonds; or (h) To obtain or maintain bond insurance with respect to the Bonds; or (i) To provide for the refunding or advance refunding of the Bonds; or 0) To make any other change which, in the determination of the Council in its sole discretion, is not to the prejudice of the owners of the Bonds. SECTION XI. Continuing Disclosure. The Mayor and the Clerk are hereby authorized to execute and deliver on behalf of the City a Continuing Disclosure Contract upon delivery of the Bonds, with such terms therein as approved by such officers, the execution of such document by such officers to be evidence of such approval. Notwithstanding any other provision of this Ordinance, failure of the City to comply with the Continuing Disclosure Contract shall not be considered an event of default under the Bonds or this Ordinance. SECTION XII. Approval of Official Statement. If legally required as part of a public offering of the Bonds,the Controller is hereby authorized to deem final an official statement with respect to the Bonds, as of its date, in accordance with the provisions the SEC Rule, subject to completion as permitted by the SEC Rule, and this Common Council further authorizes the distribution of the deemed final official statement, and the execution, delivery and distribution of such document as further modified and amended with the approval of the Controller in the form of a final official statement. SECTION XIII. Other Action. The appropriate Officers of the City are hereby authorized to take all actions to obtain a rating, bond insurance or any other form of credit enhancement for the Bonds if economically feasible and desirable and with the favorable recommendation of the municipal advisor to the City. In addition, the appropriate Officers of the City are hereby authorized and directed to take any other action deemed necessary or advisable in order to effectuate the acquisition, construction and equipping of the Projects, the issuance of the Bonds, or any other purposes of this Ordinance. SECTION XIV. No Conflict. All Ordinances, Resolutions, and Orders or parts thereof in conflict with the provisions of this Ordinance are to the extent of such conflict hereby repealed. After the issuance of the Bonds and so long as any of the Bonds or interest thereon remains unpaid, except as expressly provided herein, this Ordinance shall not be repealed or amended in any respect that will adversely affect the rights of the holders of the Bonds, nor shall the City adopt any Law, Ordinance or Resolution that in any way adversely affects the rights of such holders. SECTION XV. Severability; Interpretation. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or 14 unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. Unless the context or laws clearly require otherwise, references herein to statutes or other laws include the same as modified, supplemented or superseded from time to time. SECTION XVI. Holiday If the date of making any payment or the last date for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a legal holiday or a day on which banking institutions in the City or the city in which the Registrar or Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this Ordinance, and no interest shall accrue for the period after such nominal date. SECTION XVII. Effectiveness. This Ordinance shall be in full force and effect from and after its adoption and the procedures required by applicable law. Upon payment in full of the principal and interest respecting the Bonds authorized hereby or upon deposit of an amount sufficient to pay when due such amounts in accord with the defeasance provisions herein, all pledges, covenants and other rights granted by this Ordinance shall cease. Tim Scott, Council Presi ent Member of the Common Council Attest: K e N Fowler, City er Office oft e City Clerk Presented by me, the undersigned Clerk of the City of South Bend, to the Mayor of the City of South Bend, Indiana on the day of , 2018, at �L- o'clock T-. m. eemah N. Fow r, ty Clerk Office of the City Clerk Approved and signed by me on the�day of J , 2018, at o'clock �m. Pete Buttigie or City of Souff Bend, Indiana DMS 112812130 15 CERTIFICATE OF POSTING OF NOTICE TO TAXPAYERS REGARDING DECISION TO ISSUE GENERAL OBLIGATION BONDS OF THE CITY OF SOUTH BEND;INDIANA The undersigned, on behalf of the City of South Bend, Indiana, hereby certifies that I caused to be posted the attached "NOTICE TO TAXPAYERS REGARDING DECISION TO ISSUE GENERAL OBLIGATION BONDS OF THE CITY OF SOUTH BEND, INDIANA," in the following three public places in the City of South Bend, Indiana, by not later than January 26, 2018: 1 S 2. S A 41A 1W vv- 3. Jo h (a6 QV �-a 030 s. �� ��� T`✓y���l In witness whereof, I have executed this certificate this I day of January, 2018. r Q lef ted Cv r ■ 18615 DMS 11499156v1 NOTICE TO TAXPAYERS REGARDING DECISION TO ISSUE GENERAL OBLIGATION BONDS OF THE CITY OF SOUTH BEND,INDIANA The taxpayers of the City of South Bend, Indiana (the "City"), are hereby given notice that the Common Council of the City (the "Common Council"), at its meeting held January 22, 2018, determined to issue general obligation bonds pursuant to Indiana Code 36-4-6-19 in an original aggregate principal amount not to exceed $5,430,000 (the "Bonds"). The proceeds of the Bonds will be used to finance the (i) replacement of current Fire Station 9 with a newly constructed station at the corner of Mishawaka Avenue and 21st Street in the City which new station would be approximately 10,000 square feet and would house Engine 9, Medic 9, and Boat 2 and accommodate up to 7 assigned firefighters per day and (ii) construction of an additional classroom building on the grounds of the Luther J. Taylor Sr. Fire Training Center which proposed building would be an approximately 3,000 square foot building and would house a rugged, divisible classroom with capacity for 100 personnel and additional training props and storage areas and to pay related and incidental expenses to be incurred in connection therewith and on account of the issuance of the Bonds. The proposed Bonds will have a final maturity date not later than January 15, 2038, and will bear interest at a rate or rates not exceeding 6.00% per annum. The Common Council anticipates that sufficient funds will be available to the City to make the payments of the principal of and interest on the Bonds with such funds being derived from EMS revenues, local income tax revenues and tax increment finance revenues from the River East Development Area (collectively, the "Revenues") without such Revenues being formally pledged; however, if such funds, including the Revenues, are insufficient for such purpose, the Bonds will be payable from ad valorem property taxes levied and collected upon all taxable property of the City. Dated this 26th day of January, 2018. CITY OF SOUTH BEND, INDIANA BY : CITY CLERK �6 1-41 X. FBACE�/�ay r s X865 DMS 11498204x1