ORDINANCE NO. ______, SERIES 2020
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AN ORDINANCE OF THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT (THE "METRO GOVERNMENT" OR THE "ISSUER"), PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF CERTAIN GENERAL OBLIGATION DEBT OF THE METRO GOVERNMENT IN ONE OR MORE SERIES AND TYPES OF OBLIGATIONS TO FINANCE THE OPERATION OF AND THE PROVISION OF SERVICES FOR THE CITIZENS OF THE METRO GOVERNMENT; SETTING FORTH THE TERMS AND CONDITIONS ON WHICH THE OBLIGATIONS ARE TO BE ISSUED AND PROVIDING FOR A SALE THEREOF; DEFINING AND PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE OBLIGATIONS AND PROVIDING FOR THE APPLICATION OF THE PROCEEDS THEREOF; AND TAKING OTHER RELATED ACTION RELATING TO THE ISSUANCE AND SALE OF THE OBLIGATIONS.
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SPONSORED BY: COUNCIL MEMBER BILL HOLLANDER
WHEREAS, in the November 7, 2000 General Election, local voters approved a consolidation of the governmental and corporate functions of the City of Louisville, Kentucky (the "City") and the County of Jefferson, Kentucky (the "County") into a single political entity, and pursuant to legislation enacted by the Kentucky General Assembly, the Louisville/Jefferson County Metro Government (the “Metro Government” or the "Issuer") commenced operations effective January 6, 2003, replacing and superseding the governments of the City and the County;
WHEREAS, the recent outbreak of COVID-19, a respiratory disease caused by a new strain of coronavirus, which has spread to the United States of America, and within the United States of America to the Commonwealth of Kentucky (the “Commonwealth”) and to the Issuer, has been declared a Public Health Emergency of International Concern by the World Health Organization, has affected travel, commerce and financial markets, globally, and is widely expected to affect economic growth worldwide;
WHEREAS, given the substantial and grave impact of COVID-19 on the health and wellbeing of Kentuckians, Governor Andy Beshear declared a state of emergency on March 6, 2020, in order to provide the Commonwealth with the necessary personnel, equipment and resources to address the impact of COVID-19;
WHEREAS, the Metro Government has also taken and instituted a variety of measures to curb the effect COVID-19 has on the citizens of the Metro Government, including Executive Orders No. 2020-001 and No. 2020-002 declared and directed by the Mayor of the Metro Government on March 13, 2020, and March 24, 2020, respectively;
WHEREAS, to help mitigate the economic impact of the COVID-19 crisis and support local businesses and residents, the Louisville/Jefferson County Metro Revenue Commission (the “Revenue Commission”) extended the deadline to file 2019 occupational license fees and taxes to July 15, 2020, a move to put the Issuer in line with the federal government’s decision to delay the federal tax deadline and the Commonwealth’s decision to delay the state income tax deadline;
WHEREAS, the Issuer anticipates a delay and possibly a reduction in the collection and receipt of its tax revenues and fee income;
WHEREAS, the Issuer has determined that an emergency exists and, in order to protect the public’s health and safety, it is necessary, desirable and in the public interest to establish funding alternatives to finance the operation and the provision of services for the citizens of the Metro Government and to cover potential cash flow deficiencies, on an interim basis, as hereinafter described, through the incurrence of indebtedness as herein described by the sale and issuance of the Issuer's General Obligation Debt, in one or more series and types of obligations (the “Obligations”), the payment of the principal thereof and interest thereon is secured by the full faith, credit and resources of the Issuer, which is hereby pledged for such purpose pursuant to this Ordinance;
WHEREAS, the Kentucky General Assembly in 1994 enacted Senate Bill 256 proposing amendments to Sections 156, 157 and 158 of the Kentucky Constitution;
WHEREAS, such amendments to the Kentucky Constitution were approved and enacted into law, by virtue of a favorable vote of the electorate in November 1994;
WHEREAS, on July 24, 1998, the Kentucky Court of Appeals in Chandler v. City of Winchester 973 S.W.2d 78 (1998) rejected a challenge by the Attorney General of the Commonwealth to the validity of the amendment enacted to Section 157 of the Kentucky Constitution, and such decision of the Court of Appeals is final, the Attorney General having not appealed therefrom;
WHEREAS, Chapter 280 of the Acts of the General Assembly of the Commonwealth, 1996 Regular Session, enacted legislation that is codified in Sections 66.011 through 66.191 of the Kentucky Revised Statutes ("KRS"), "General Provisions on Bonded Indebtedness of Local Governments" (collectively, the "Act"), providing for the issuance of bonds, notes, commercial paper and other instruments for one or more of the following purposes, with a maximum bond maturity of not exceeding forty (40) years: (i) paying all or any portion of the costs of the acquisition, improvement or construction of public projects (provided bonds for such purpose shall have a maximum maturity not exceeding the good faith estimated life or period of usefulness of the public project, or if the issue includes more than one public project, a maximum maturity not exceeding the good faith estimated weighted average number of years of life or period of usefulness of the public projects), (ii) funding floating indebtedness (provided bonds for such purpose shall have a maximum maturity of five (5) years), (iii) funding the cost of providing a public service if the governing body of the issuer determines that an emergency exists and the public health or safety so requires, (iv) to fund unfunded liabilities, (v) to establish a reserve for past or future liabilities or casualties, (vi) to pay one or more final judgments rendered against an issuer, including settlement of claims approved by the court and (vii) to fund or refund any outstanding bonds or obligations previously issued;
WHEREAS, Subsection (1) of Section 66.101 of the Act provides that the authorizing bond legislation shall (i) declare the necessity of the bond issue, (ii) state the principal amount or maximum principal amount of the bonds to be issued, (iii) state the purpose of the bond issue, (iv) state or provide for the date of, and the dates and amounts or maximum amounts of, maturities or principal payments on the bonds, (v) state any provisions for a mandatory sinking fund, mandatory sinking fund redemption or for redemption prior to maturity, (vi) provide for the rate or rates of interest, or maximum rate or rates of interest, or the method from time to time for establishing or determining the rate or rates of interest to be paid on the bonds and (vii) state any provision for a designated officer of the issuer to determine any of the specific terms required to be stated or provided for in such section, subject to any limitations stated in the proceedings;
WHEREAS, Subsection (2) of Section 66.101 of the Act provides that (i) the legislation authorizing issuance of bonds shall identify the source or sources of payment of debt charges on the bonds, which may be any moneys of the issuer required by law to be used, or lawfully available and (ii) such legislation shall provide (but only to the extent the amount lawfully available from existing taxes is insufficient) for the levying of a tax sufficient in amount to pay the debt charges on the bonds issued under the legislation;
WHEREAS, Subsection (1) of Section 66.111 of the Act provides that the issuer shall, after the issuance of the bonds (and to the extent the amount lawfully available from existing taxes is insufficient), levy a tax in a sufficient amount and appropriate in its annual budget, together with any other moneys available to the issuer, an amount of funds sufficient to pay debt charges on the bonds;
WHEREAS, Subsection (2) of Section 66.111 of the Act provides that if the issuer determines it to be necessary and appropriate, and if not prohibited by other law, proceedings relating to issuance of the bonds may contain or provide for a pledge to the payment of debt charges on the bonds, and a related covenant to levy, charge, collect, deposit, and apply, receipts of the issuer (including but not limited to ad valorem property taxes as permitted by law, occupational license fees, insurance premium taxes, excises, utility and service revenues and any other receipts from taxes, excises, permits, licenses, fines or other source of revenue of, or of revenue distributions to, the issuer); provided no such pledge or covenant may be made that impairs the express contract rights of the holders of outstanding bonds of the issuer;
WHEREAS, KRS 67C.123(1) provides that the tax structure, tax rates, and level of services in effect in the former City and County upon the adoption of a consolidated local government shall remain in effect after the adoption of the consolidated local government and shall remain the same until changed by the consolidated local government council;
WHEREAS, KRS 67C.123(3) provides that all bonds and other obligations of the former City and County, respectively, in existence on the effective date of the consolidated local government shall continue in force and effect as obligations of the consolidated local government and the consolidated local government shall succeed to all rights and entitlements thereunder;
WHEREAS, KRS 67C.123(3) further provides that all conflicts, if any, in the provisions of the bonds or other obligations of the former City and County, respectively, in existence on the effective date of the consolidated local government shall be resolved in a manner that does not impair the rights of any parties thereto;
WHEREAS, on issuance of the Obligations authorized to be issued and sold pursuant to this Ordinance, the total indebtedness of the Issuer within the meaning of Section 158 of the Kentucky Constitution, and the total net indebtedness of the Issuer within the meaning of the Act, do not exceed any applicable limitation based on the total value of taxable property within the consolidated local government as determined by the last certified assessment with respect to such property;
WHEREAS, Obligations issued hereunder may be issued under Part A of this Ordinance in the form of bonds or notes and/or under Part B of this Ordinance in the form of other credit facilities; and
WHEREAS, all acts, conditions and things required by the constitution and laws of the Commonwealth and by the requirements applicable to the Issuer to happen, exist and be performed precedent to and in the execution and delivery of this Ordinance and the issuance of the Obligations (hereinafter defined) have happened, have existed and have been performed as so required in order to make this Ordinance a valid and binding contract for the benefit of the Holders (hereinafter defined) in accordance with the terms and provisions hereof.
NOW, THEREFORE, BE IT ORDAINED BY THE LEGISLATIVE COUNCIL OF THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, AS FOLLOWS:
PART A
ARTICLE 1
INTRODUCTION AND DEFINITIONS
Section 1.1. Incorporation of Preambles into Ordinance; Determinations of Fact. It is hereby determined and declared that all statements of fact set forth in the preambles to this Ordinance are true and accurate in all respects. Said preambles are hereby incorporated in this Ordinance by reference, the same as if set forth at length herein.
Section 1.2. Definitions. As used in this Ordinance, and in each of its Parts, unless the context requires otherwise, the following terms shall have the following respective meanings:
"Act" means collectively, Sections 66.011 through 66.191 of the Kentucky Revised Statutes.
"Agent Member" means a member of, or participant in, the Securities Depository.
"Authorized Denomination" means the authorized denominations of the Bonds, which shall be $5,000 or any multiple of $5,000.
"Bond Fund" means the fund created by Section 5.5 under Part A of this Ordinance.
"Bondholder", or "Bondowner", or "Holder", or "Owner" means (i) with respect to Bonds, the person in whose name a Bond is registered on the registration books maintained by the Bond Registrar. Notwithstanding this definition, with respect to any Bonds which are registered in Book-Entry Form, the Bond Registrar shall be entitled to rely on written instructions from a majority of the beneficial owners of the Bonds with reference to consent, if any, required from Bondholders under this Ordinance; and (ii) with respect to Credit Facilities, the person, entity, or financial institution holding or owning a financial instrument evidencing a debt authorized under Part B of this Ordinance.
"Bond Registrar" or "Registrar" or "Paying Agent" or "Transfer Agent" means the entity that constitutes the Bond Registrar and Paying Agent with respect to the Bonds, which bank shall have the duties and responsibilities of (a) issuing checks or wire transfers in payment of interest requirements as to the Bonds, (b) paying the principal of same at maturity or applicable mandatory redemption or optional 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 Issuer, (d) maintaining the Bond Register and (e) handling exchanges, cancellations, reissuance, redemption and all apparent duties of a Bond Registrar, Paying Agent and Transfer Agent with respect to the Bonds, as set out in the Paying Agency Agreement. The Bond Registrar, Paying Agent and Transfer Agent will be determined as provided herein. Provided, however, it is understood that the Issuer, either pursuant to a resolution of the Metro Council or by order of the Mayor and the Chief Financial Officer, and in accordance with the provisions of Part A, Section 3.3 hereof, reserves the right to designate a different Federal Deposit Insurance Corporation instrumentality to perform any and all of such functions of Bond Registrar, Paying Agent and Transfer Agent as to the Bonds.
"Bond Register" means the form or system or document in which the ownership of Bonds is recorded by the Bond Registrar.
"Bonds" means the bonds or notes issued in one or more series from time to time, authorized under the provisions of Part A of this Ordinance.
"Book-Entry Form" means, with respect to the Bonds, a form or system, as applicable, under which (i) the ownership of beneficial interests in Bonds and bond service charges may be transferred only through a book entry and (ii) physical Bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as Holder, with the physical Bond certificates in the custody of a Securities Depository.
"Business Day" means any day other than (i) a Saturday, Sunday or holiday or (ii) a day on which banks located in the city or cities in which the designated corporate trust office of the Paying Agent is located are required or authorized to close for general banking business or a day on which the New York Stock Exchange is closed.
"Chief Financial Officer" means the Chief Financial Officer of the Issuer, or such other official of the Issuer as may from time to time be designated by the Mayor or the Chief Financial Officer to perform the functions or responsibilities of the Chief Financial Officer hereunder.
"Code" means the Internal Revenue Code of 1986, as amended to the date of adoption of this Ordinance, or as hereafter amended, including valid regulations of the Department of the Treasury and rulings of the Commissioner of Internal Revenue thereunder.
"Commonwealth" means the Commonwealth of Kentucky.
"Cost of Issuance Account" means the account created by Section 5.4 under Part A of this Ordinance.
“Credit Facilities” means any letters of credit, lines of credit, instruments, agreements or arrangements that provide short-term financing as authorized under the provisions of Part B of this Ordinance.
“Credit Facilities Documents” means loan agreements, credit agreements, security agreements, notes, instruments or other documents providing the terms and provisions relating to the Credit Facilities issued under the provisions of Part B of this Ordinance.
"Defeasance Obligations" means the following:
(a) direct obligations of (including obligations issued or held in book entry form) the United States of America; and
(b) any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based on the escrow, in the highest rating category of Standard and Poor's Ratings Services and Moody's Investors Service or any successors thereto; or (ii) which are fully secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or obligations described in paragraph (a) above, which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate.
"Disclosure Agreement" means the Continuing Disclosure Agreement of the Issuer entered into for the benefit of Bondholders, if such agreement is required.
"Fiscal Year" means any period of twelve (12) months commencing July 1 of any year and ending June 30 of the ensuing year, or any other fiscal year of the Issuer after recognition of such fiscal year by a supplement to this Ordinance.
"Financial Advisor" means Robert W. Baird & Co. Incorporated, Louisville, Kentucky, or its successors and assigns.
"Funds and Accounts" means, collectively, the Bond Fund, the Cost of Issuance Account and the Operating Costs Fund.
"General Obligation Debt" means, collectively, the Bonds and the Credit Facilities, issued pursuant to this Ordinance, as may be Outstanding from time to time, as well as all other general obligation debt of the Issuer (including bonds, notes, commercial paper and any other debt instruments in writing, authorized by or issued as general obligations of the Issuer pursuant to or in accordance with the Act) and bond anticipation notes of the Issuer, if any, as may be issued and outstanding from time to time under the Act.
"Interest Payment Date" or "Payment Date" means (i) any of the respective dates set with respect to a particular series of the Obligations authorized by this Ordinance; (ii) any date set for the redemption or payment in full of the Obligations; and (iii) with respect to any other General Obligation Debt (if any), the applicable payment dates set forth or approved in the Issuer's legislation authorizing issuance of the General Obligation Debt.
"Investment Obligation" means any investment that the Issuer is authorized to acquire pursuant to the Kentucky Revised Statutes, as amended from time to time, and to the extent, if any, that the funds then proposed for investment are governed by an applicable formal investment policy of the Issuer, which complies with such investment policy.
"Issuer" or “Metro Government” means the Louisville/Jefferson County Metro Government, a consolidated local government and political subdivision of the Commonwealth.
"Kentucky Revised Statutes" or "KRS" means the Kentucky Revised Statutes as in effect at the date of the adoption of this Ordinance, and any future amendments thereof to the extent that the same will not unconstitutionally impair the obligations of contracts created under the provisions of the Ordinance.
“LMCO” means the Louisville/Jefferson County Metro Government Code of Ordinances, as amended to the date of adoption of this Ordinance, or as hereafter amended.
"Mayor" means the Mayor of the Louisville/Jefferson County Metro Government or in the absence of the Mayor, the designated Deputy Mayor of the Louisville/Jefferson County Metro Government.
"Metro Clerk" means the Clerk of the Metro Council.
"Metro Council" means the Legislative Council of the Louisville/Jefferson County Metro Government, the legislative body of the Issuer.
“Obligations” means Bonds, Credit Facilities and any other instrument acknowledging the debt issued hereunder.
"Official Statement" means an Official Statement of the Issuer relating to the original issuance of each series of Bonds, to the extent such offering document is needed.
"Official Terms and Conditions of Bond Sale" means the respective Official Terms and Conditions of Bond Sale prepared for distribution to potential bidders prior to the date of sale of each series of Bonds, to the extent such document is needed.
"Operating Costs" means collectively the costs incurred by Metro Government in operating and providing services for the citizens of Metro Government.
"Operating Costs Fund" means the fund created by Section 5.6 under Part A of this Ordinance.
"Ordinance" means this ordinance of the Issuer, authorizing and approving the Obligations, as amended or supplemented from time to time in accordance with the provisions hereof.
"Outstanding", when used with reference to any Obligations or respective series thereof, means, as of any date, all Obligations theretofore or then being authenticated and delivered under the Ordinance, except:
(a) any Bonds cancelled by the Bond Registrar at or prior to such date;
(b) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered; and
(c) Obligations deemed to have been paid as provided in Part C, Section 1.3 of this Ordinance.
“Paying Agency Agreement” the Paying Agency Agreement dated as of the date of issuance of the Bonds by and between the Issuer and the Bond Registrar setting forth the duties of the Bond Registrar under this Ordinance, if such agreement is necessary.
"Pledged Receipts" means amounts received by or on behalf of the Issuer (including but not limited to ad valorem property taxes as permitted by law, occupational license fees, insurance premium taxes, excises, utility and service revenues and any other receipts from taxes, excises, permits, licenses, fines or other source of revenue of, or of revenue distributions to, the Issuer).
"Record Date" means with respect to the Bonds the fifteenth (15th) day of the month prior to each date established for payment of principal, interest or premium on the Bonds, whether by maturity, acceleration or redemption.
"Revenue Commission" means Louisville/Jefferson County Metro Revenue Commission, as established and operated under the provisions of the Louisville/Jefferson County Metro Government Codified Ordinances §§32.450 through 32.453.
"Sale Certificate" means, in the event of a public sale of Bonds, the Certificate Awarding the Bid on the Bonds executed by the Chief Financial Officer or the Mayor accepting the successful bid for the Bonds and setting the principal amount, maturities, mandatory redemption schedule and interest rates for each series of the Bonds.
"Securities Depository" means any securities depository that is a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act, operating and maintaining, with its participants or otherwise, a Book-Entry System to record ownership of beneficial interests in bonds and bond service charges, and to effect transfers of bonds in Book-Entry Form, and means, initially, The Depository Trust Company (a limited purpose trust company), New York, New York.
"Securities Depository Nominee" means any nominee of a Securities Depository and shall initially mean Cede & Co., New York, New York, as nominee of The Depository Trust Company.
"Taxable Obligations" means bonds, notes and other obligations, the interest of which is subject to and included in gross income for federal income tax purposes.
"Tax Advantaged Obligations" means bonds, notes and other obligations, the interest on which is intended to be excluded from gross income for federal income tax purposes.
"Term Bonds" means the Bonds, if any, which are required to be mandatorily redeemed in accordance with the provisions hereof and as set forth in the Sale Certificate.
"Underwriters" means the purchasers of a respective series of Bonds on the sale thereof.
All references in this instrument to designated “Parts,” "Articles," "Sections" and other subdivisions are to the designated Parts, Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Part, Article, Section or other subdivision unless the context indicates otherwise.
The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and when expressed in the plural, shall also include the singular.
All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles.
ARTICLE 2
AUTHORIZATION OF BONDS
Section 2.1. Authorization and Approval of Documents. This Ordinance is hereby adopted and approved, under authority of (i) the Act, (ii) the general laws and the Constitution of the Commonwealth, including Sections 158 and 159 of such Constitution and (iii) applicable decisions of the appellate courts of the Commonwealth. All actions of the Revenue Commission, the Issuer, and their respective staffs in the structuring, staffing, planning and preparation of all documentation for the issuance of the Bonds are hereby authorized and ratified.
All appropriate officers of the Issuer and all appropriate employees or agents of the Issuer are hereby authorized to approve and to execute, acknowledge and deliver on behalf of the Issuer any and all papers, instruments, certificates, affidavits and other documents, and to do and cause to be done any and all acts and things necessary or proper for entering into and effecting this Ordinance and the documents herein authorized and contemplated relating to the issuance of the Bonds, including but not limited to the Disclosure Agreement, the Paying Agency Agreement and the Sale Certificate.
Section 2.2. Approval of Use of Proceeds and Authorization for the Bonds; Designation of Bond Counsel and Financial Advisor. The financing of Operating Costs is hereby approved, ratified and affirmed to be necessary and desirable, and to accomplish such purpose the Issuer hereby determines, subject to the acceptance of an acceptable bid or bids for the purchase of each series of Bonds pursuant to the Official Terms and Conditions of Bond Sale issued for said series of Bonds.
The Issuer is authorized from time to time to issue and sell, in one or more series, its Bonds, together with the Credit Facilities issued under Part B of this Ordinance, in an aggregate principal amount not to exceed $240,000,000, the exact amount of each series to be determined by the Chief Financial Officer or Mayor as specified in the Sale Certificate accepting the successful bid for each series of Bonds at the recommendation of the Financial Advisor to the Issuer based on the bond market at the time of sale of the Bonds. The terms and provisions of this Ordinance shall be applicable respectively to each series of Bonds issued by the Issuer.
To provide for the redemption and payment of any Obligation issued hereunder, the Issuer hereby authorizes the issuance of refunding Obligations pursuant to this Ordinance. Obligations issued to redeem and pay Obligations previously issued may be issued hereunder, however, the outstanding principal amount funded or drawn under the Outstanding Obligations shall not exceed $240,000,000.
Nothing in this Ordinance, however, shall commit or require the Issuer to issue Bonds in any amount, and the Underwriters shall have no rights with respect to this Ordinance or the Bonds, unless and until the Bonds shall be sold and delivered pursuant to Part A, Section 4.1 hereof; and in this regard the Issuer expressly reserves the right to refuse to issue Bonds, for any reason whatsoever in the sole discretion of the Issuer.
The law firm of Rubin & Hays is designated as Bond Counsel in connection with the Bonds. The firm of Robert W. Baird & Co. Incorporated, or its successors and assigns, is designated as Financial Advisor in connection with the Bonds.
Section 2.3. Designation of Bonds. The Bonds of the Issuer shall be designated as general obligation bonds or notes and shall bear a series designation consisting of the year and an identifying letter or number.
The Bonds shall be issued as hereinafter provided, subject to the successful sale thereof pursuant to Part A, Section 4.1 hereof.
ARTICLE 3
THE BONDS
Section 3.1. Term, Form and Execution of Bonds. Each series of the Bonds shall initially be dated as of the date of delivery, or (on the recommendation of the Financial Advisor to the Issuer hereinafter identified) as of any other date as may be authorized by separate resolution of the Issuer or such other date as may be determined by the Chief Financial Officer of the Issuer upon the recommendation of the Financial Advisor to the Issuer, and shall bear interest payable on each Payment Date.
The Bonds shall be issued and reissued by the Bond Registrar, from time to time, only as fully registered bonds without coupons in the Authorized Denominations, all as set forth in the respective form of Bonds, and shall contain a statement pursuant to KRS 66.021(2)(a), to the effect that the Bonds are issued or entered into under or pursuant to authorizing provisions of law. To the extent applicable or necessary, the Bonds may be issued in Book-Entry Form and registered in the name of the Securities Depository or the Securities Depository Nominee as provided in Part A, Section 3.10 of this Ordinance. Unless the Issuer shall otherwise direct, the Bonds shall be numbered serially from R-1 upwards or as the Bond Registrar may determine.
The Bonds shall bear interest, to be set by the successful sale, from the date of their issuance, payable on the Interest Payment Dates. The total principal amount and the maturities of the Bonds shall be finally determined in accordance with the provisions of Part A, Section 4.1 hereof.
The Bonds shall be executed for and on behalf of the Issuer by the manual or reproduced facsimile signature of the Mayor and by the manual or reproduced facsimile signature of the Chief Financial Officer, and shall be imprinted with a manual or facsimile Seal of the Issuer.
The official signatures of said officials of the Issuer shall be valid and binding notwithstanding that before delivery of the Bonds and payment therefor any and all persons whose signatures appear thereon shall have ceased to be such officers.
Section 3.2. General Obligation and Liability of Issuer; Tax Levy and Pledge. The Bonds are general obligations of the Issuer and the full faith, credit and taxing power of the Issuer is hereby irrevocably pledged to the prompt payment of the principal of and interest (and premium, if any) on the Bonds when due.
As general obligations of the Issuer, the Bonds shall be and hereby are declared to be payable in accordance with the Act from all lawfully available Pledged Receipts (including, but not by way of limitation, any moneys attributable to Bond proceeds or the income from the temporary investment thereof, moneys held in the Funds and Accounts and any other moneys held by the Bond Registrar for the benefit of the Bonds); provided there shall be no impairment of the express contract rights, if any, of the holders of outstanding bonds of the Issuer. No liability shall attach to the officials, agents, directors, employees or representatives of the Issuer for the payment of principal, interest or premium, if any, on the Bonds.
For the purpose of providing funds required to pay the interest on the Bonds (as well as all other General Obligation Debt, if any) as and when the interest becomes due and in order to create a sinking fund to pay and discharge the principal thereof (and premium, if any) as the Bonds and any other General Obligation Debt become due, and pursuant to and in compliance with (i) Section 159 of the Constitution of the Commonwealth and (ii) the Act, there shall be and there is hereby levied on all of the taxable property within the jurisdiction of the Issuer, beginning as of the date hereof and continuing in each year as long as any of the Bonds are Outstanding or any other General Obligation Debt is outstanding, a direct annual tax sufficient, to the extent other lawfully available moneys of the Issuer are not provided, for that purpose, which tax shall be unlimited as to rate or amount. The Issuer hereby covenants and pledges to levy, charge, collect, deposit and apply the proceeds of such special annual tax to the payment of such debt charges on the Bonds and any other General Obligation Debt. The Issuer acknowledges, however, that in the current fiscal year no such special tax would actually be required to be levied or collected in order for the Issuer to make payments on the Bonds (and such other General Obligation Debt, if any) when due, there being sufficient other moneys lawfully available to the Issuer for the making of such payments. The Issuer further acknowledges that in no future fiscal year does the Issuer currently expect that a special tax would actually be required to be levied or collected for the Issuer to make payments on the Bonds (and such other General Obligation Debt, if any) when due, the Issuer having projected there shall be sufficient other moneys lawfully available to the Issuer for the making of such payments.
Any and all proceeds derived from the special annual tax authorized above and levied from time to time, together with other lawfully available moneys of the Issuer provided for the purpose, shall be deposited and carried in a separate and special account of the Issuer (specifically, the Bond Fund hereinafter provided for), held apart from all other funds of the Issuer, and shall be applied only for the purpose of paying the principal of and interest (and premium, if any) on the Bonds as provided in this Ordinance and any other General Obligation Debt, if any. The proceeds of the special annual tax and the balances accumulated from time to time in the Bond Fund are hereby irrevocably pledged for the purpose of paying the principal of and interest (and premium, if any) on the Bonds and General Obligation Debt, if any, and shall never be used for any other purpose. The Issuer hereby covenants and pledges with the Bondholders that the Issuer will levy the special annual tax in each year at whatever rates may be necessary from time to time in order to produce the amounts required in each year, to the extent funds are not otherwise provided, to pay the principal of and interest (and premium, if any) on the Bonds and General Obligation Debt, if any, when due.
If principal or interest (or premium, if any) on the Bonds or any other General Obligation Debt should fall due in any year at a time when there are insufficient funds on hand, collected by reason of the foregoing special tax levy, such principal and interest (and premium, if any) shall be paid from other available funds of the Issuer and reimbursement therefor shall be made out of the special tax hereby provided, when the same shall have been collected.
This Ordinance also constitutes a continuing appropriation from such taxes and all other lawfully available Pledged Receipts, of the sum annually necessary to pay the principal of and interest (and premium, if any) on the Bonds and such other General Obligation Debt when due. The Revenue Commission is hereby authorized to collect occupational license fees and any other amounts received by or on behalf of the Issuer, and to apply the same to the payment of debt charges on the Bonds and such other General Obligation Debt and all other obligations due or coming due under the Ordinance in accordance with Article 2 of Part C, hereof, or otherwise with respect to such General Obligation Debt.
Payment of the principal of and interest (and premium, if any) on the Bonds and such other General Obligation Debt when due in accordance with the foregoing provisions is subject only to the prior application of the Pledged Receipts in accordance with the express contract rights, if any, of the holders of outstanding bonds of the Issuer, as provided pursuant to the Act.
Section 3.3. Appointment of Bond Registrar and Paying Agent. To the extent the appointment of such is necessary, the Chief Financial Officer will appoint and designate a Bond Registrar and Paying Agent and the Issuer is hereby authorized to enter into a Paying Agency Agreement for the purpose of setting forth the duties and responsibilities of the Paying Agent.
Section 3.4. Procedures in Respect of Registration and Transfer of Bonds; Payment of Principal and Interest. The Bond Registrar may treat for all purposes the person in whose name any Bond is registered on the Record Date, on the registration books kept by the Bond Registrar, as the absolute owner thereof.
Interest on each Bond not registered in Book-Entry Form to a Securities Depository shall be payable by check mailed by the Bond Registrar to the Holder thereof as of the Record Date, at the address shown on the registration books kept by the Bond Registrar or at such other address as is furnished to the Bond Registrar in writing by such Holder. The principal of and premium, if any, on the Bonds not registered in Book-Entry Form to a Securities Depository shall be payable, without exchange or collection charges, in lawful money of the United States of America on their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption or acceleration, at the designated corporate trust office of the Bond Registrar. On request of a Holder of at least $1,000,000 in aggregate principal amount of the Bonds, all payments of principal of, premium, if any, or interest on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such Holder.
Principal of, premium, if any, and interest on Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee shall be payable by wire transfer from the Bond Registrar to the Securities Depository or its nominee. So long as any Bonds remain Outstanding, the Bond Registrar shall keep and maintain at its principal trust office complete registration records in respect of the Bonds and shall provide for the registration of transfer and exchange of the Bonds in accordance with the terms of this Ordinance, subject to such reasonable procedures and regulations as the Bond Registrar may prescribe.
Except as may be otherwise provided in Part A, Section 3.10 below for Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee, each Bond shall be transferable or exchangeable only on the presentation and surrender thereof at the principal trust office of the Bond Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the Holder or his authorized representative.
Except as may be otherwise provided in Part A, Section 3.10 below for Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee, Bonds shall be exchangeable for a Bond or Bonds of the same maturity, and interest rate and in Authorized Denominations, within 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, deliver and exchange Bonds in accordance herewith. Each Bond delivered in exchange for a surrendered Bond shall constitute an original contractual obligation of the Issuer 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 any Bond is delivered in exchange. Any Bonds surrendered for exchange shall be cancelled by the Bond Registrar and the Bond Registrar shall maintain a complete record of all exchanges, transfers and cancellations of Bonds and shall make a report thereof to the Issuer on request.
Except as may be otherwise provided in Part A, Section 3.10 below for Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee, no service charge or other transfer fee shall be charged in connection with any transfer or exchange of a Bond. However, the registered owner of any Bond may be required to pay an amount equal to any tax or other governmental charge, if any, that may be imposed in connection with the transfer or exchange of any Bond.
The Bond Registrar shall not be required to transfer or exchange any Bond for the period beginning 15 days prior to the selection by the Bond Registrar of Bonds to be redeemed prior to maturity and ending on the date of mailing of notice of any such redemption.
Section 3.5. Authentication of Bonds. The Bond Registrar shall evidence the acceptance of its duties as Bond Registrar with respect to the Bonds by executing the authentication certificate appearing on each of the Bonds. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under the Ordinance unless and until a certificate of authentication on such Bond substantially in the form appearing on the form of the Bonds attached to this Ordinance as Exhibit A shall have been duly executed by the Bond Registrar, and such executed certificate of the Bond Registrar on any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The Bond Registrar's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder.
Section 3.6. Loss, Theft. Destruction or Mutilation of Bonds. On the receipt by the Issuer and the Bond Registrar of evidence satisfactory to them of the loss, theft, destruction or mutilation of any Outstanding Bonds, and of indemnity satisfactory to them, and on surrender and cancellation of such Bond if mutilated, the Issuer may execute and the Bond Registrar may authenticate and deliver, on the lapse of such period of time as they may deem advisable, a new Bond of like series, tenor and maturity bearing the same or different serial number, to be issued in lieu of such lost, stolen, destroyed or mutilated Bond. The Issuer and the Bond Registrar may require the payment of costs for each new Bond issued under this Section, and the furnishing of indemnity satisfactory to the Issuer and the Bond Registrar. The Bond Registrar shall incur no liability for anything done by it under this Section in the absence of gross negligence or fault.
Section 3.7. Optional Redemption. Each series of Bonds may be subject to optional redemption prior to maturity as determined by the Issuer’s Chief Financial Officer, in consultation with the Financial Advisor, to be in the best interests of the Issuer in achieving acceptable bids for the Bonds. The Bonds shall specifically state thereon the terms of the optional redemptions provisions, if any.
Section 3.8. Mandatory Sinking Fund Redemption. The Term Bonds, if any, must be mandatorily redeemed on the respective Payment Date in each of the respective years set forth in the mandatory redemption schedule set forth in the Sale Certificate. The Term Bonds to be so redeemed shall be selected by the Bond Registrar by lot in such manner as may be determined in the discretion of the Bond Registrar. Such Term Bonds due shall be so mandatorily redeemed at 100% of the aggregate principal amounts specified in accordance with the provisions of Part A, Section 4.1 hereof for each year plus accrued interest to the respective dates of mandatory redemption.
In lieu of mandatory redemption as set forth above, the Issuer, or the Bond Registrar on behalf of the Issuer, to be exercised at least 45 days prior to the date for application of the mandatory redemption of the Term Bonds, may purchase Bonds subject to mandatory sinking fund redemption, at the most advantageous price obtainable, such price not to exceed the principal amount thereof plus accrued interest to date of delivery of such Bonds. Payment shall be made on the date of delivery of any Bonds so purchased by the Bond Registrar from moneys made available to the Bond Registrar by the Issuer. Any Bonds so purchased by the Issuer shall be submitted to the Bond Registrar for cancellation.
The purchase of such Bonds in the market or cancellation of such Bonds presented by the Issuer pursuant to this Section shall be used to reduce the amount of Bonds of such maturity to be called by the Bond Registrar on the next succeeding mandatory redemption date. If the Bonds of such maturity so purchased and cancelled exceed the amount of such Bonds subject to sinking fund redemption on the next such mandatory redemption date, such excess may be used to reduce future sinking fund installments of Bonds of such maturity in any manner designated by the Issuer. Notice of such designation shall be provided to the Bond Registrar.
Section 3.9. Notice of Redemption. The Paying Agent shall give notice of redemption by first class mail, postage prepaid, mailed not less than 25 nor more than 60 days prior to the redemption date to each Holder of Bonds to be redeemed or tendered at the address of such Holder appearing in the Bond Register, and also to such other Persons as the Issuer shall deem appropriate.
Neither the failure of any Holder to receive notice mailed as provided herein nor any defect in notice so mailed shall affect the validity of the proceedings for redemption in accordance with this Ordinance or the respective terms of the sale of any series of Bonds.
All notices of redemption shall state:
(i) the redemption date;
(ii) the redemption price (including premium, if any);
(iii) the name of the Bonds to be redeemed, the principal amount of Bonds to be redeemed, and, if less than all Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed;
(iv) that on the redemption date, the redemption price, as appropriate, of each such Bond will become due and payable, that interest on each such Bond shall cease to accrue on and after such date, and that each such Bond will be deemed to have been redeemed;
(v) the place or places where such Bonds must be surrendered for payment of the redemption price thereof; and
(vi) such additional information as the Issuer or the Paying Agent shall deem appropriate.
In the case of an optional redemption pursuant to the Ordinance or the respective terms of the sale of any series of Bonds, the notice of redemption may state (i) that it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent no later than the redemption date or (ii) that the Issuer retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional or extraordinary redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded in writing, and disseminated to each Holder of the Bonds in accordance with the procedures set forth in this Section, no later than 7 days prior to the redemption date.
Notice of redemption having been given as aforesaid, the Bonds so to be redeemed shall become due and payable on the redemption date at the redemption price specified, and on and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance with such notice, such Bond shall be paid at the redemption price thereof.
Section 3.10. Securities Depository; Ownership of Bonds. Except as provided in paragraph (b) of this Part A, Section 3.10, and except as provided in the respective terms of the sale of any series of Bonds, the Bonds shall be registered in the name of the Securities Depository or the Securities Depository Nominee, and ownership thereof shall be maintained in Book-Entry Form by the Securities Depository for the account of the Agent Members thereof. Initially, the Bonds shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except as provided in paragraph (b) below of this Part A, Section 3.10, the Bonds may be transferred, in whole but not in part, only to the Securities Depository or the Securities Depository Nominee, or to a successor Securities Depository selected or approved by the Issuer or to a nominee of such successor Securities Depository. As to any Bond, the person in whose name the Bond shall be registered shall be the absolute owner thereof for all purposes, and payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be made only to or on the order of the registered owner thereof or his legal representative.
(a) Neither the Issuer nor the Bond Registrar shall have any responsibility or obligation with respect to:
(i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Bonds;
(ii) the delivery to any Agent Member, any beneficial owner of the Bonds or any other person, other than the Securities Depository, of any notice with respect to the Bonds; or
(iii) the payment to any Agent Member, any beneficial owner of the Bonds or any other person, other than the Securities Depository, of any amount with respect to the principal, premium, if any, or interest on the Bonds.
So long as any Bonds are registered in Book-Entry Form, the Issuer and the Bond Registrar may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Bonds for all purposes whatsoever, including without limitation:
(i) the payment of principal, premium, if any, and interest on the Bonds;
(ii) giving notices of redemption and other matters with respect to the Bonds;
(iii) registering transfers with respect to the Bonds;
(iv) selection of Bonds for redemption; and
(v) for purposes of obtaining consents under this Ordinance.
Notwithstanding the definition of the term Bondholder, Bondowner, Holder or Owner herein, as referencing registered holders of the Bonds, the Bond Registrar shall be entitled to rely on written instructions from a majority of the beneficial owners of the Bonds with reference to consent, if any, required from Holders pursuant to the terms of this Ordinance.
(b) If at any time the Securities Depository notifies the Issuer that it is unwilling or unable to continue as Securities Depository with respect to the Bonds, or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be, then this Part A, Section 3.10 shall no longer be applicable and the Issuer shall execute and the Bond Registrar shall authenticate and deliver certificates representing the Bonds to the Bondholders.
Payment of principal, premium, if any, and interest on any Bonds not registered in Book-Entry Form shall be made as provided in Part A, Section 3.4 hereof.
ARTICLE 4
SALE AND DELIVERY OF BONDS
Section 4.1. Sale of the Bonds. Each series of Bonds shall be sold at a public sale, upon the basis of sealed bids, or pursuant to a solicitation of potential purchasers as allowed by Kentucky law, at such time and on such date or dates as the Chief Financial Officer may deem desirable. The Chief Financial Officer, is hereby authorized to prepare such notices or solicitations, Official Terms and Conditions of Bond Sale, and, if needed, an Official Statement, in the customary forms as may be necessary or desirable, without further action being taken, after the execution of this instrument is authorized.
If needed, the Financial Advisor shall prepare a suggested form of Preliminary Official Statement in satisfactory form and contain accurate information concerning the Issuer and the Bonds, and upon administrative approval thereof by the Chief Financial Officer, the same is hereby authorized, approved and ordered to be distributed to potential bidders for the Bonds. The Mayor and the Chief Financial Officer are hereby authorized to execute the appropriate certification evidencing the approval of such Preliminary Official Statement and a final Official Statement at the time of and/or after the acceptance of the successful bid for the purchase of the Bonds.
If, for any reason, it is determined that no bids or proposals should be accepted when a series of Bonds is first offered for sale, then, upon recommendation of the Financial Advisor, the Chief Financial Officer 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 Chief Financial Officer is further authorized to approve a revised Official Terms and Conditions of Sale of Bonds, and to distribute same to prospective bidders or purchasers, without the necessity of the Metro Council taking any further action or granting any further authority for such proceedings.
Said bids or proposals shall be received in the Chief Financial Officer's office, or such other place as may be designated. The Chief Financial Officer is hereby authorized to accept the successful bid(s) or proposal(s), determine, establish and set the aggregate principal amount of each series of Bonds to be issued, the principal maturities and any mandatory sinking fund redemptions of the Bonds, the exact rates of interest which said Bonds shall bear, which rates of interest may be either a fixed rate or rates or a variable rate based on a percentage of an easily identifiable and calculable index formula, and the interest rates on the Bonds shall be automatically set at the rates set out in the Sale Certificates, without the necessity of any further action by the Issuer or the Metro Council fixing said rates, provided, however, that the successful bid for any series of Tax Advantaged Obligations shall not have a true interest cost in excess of 5.0% per annum and the successful bid for any series of Taxable Obligations shall not have a true interest cost in excess of 7.0% per annum; provided, however, if a series of Bonds is to be sold pursuant to a variable rate based on a percentage of an easily identifiable and calculable index formula, the variable rate is capped at a maximum interest rate not to exceed 12% per annum.
All actions of the Issuer and its officers and staff in the structuring, staffing, planning and preparation of all documentation for the issuance of the Bonds are hereby authorized and ratified.
Section 4.2. Provisions Relating to Issuance and Delivery of the Bonds. After execution on behalf of the Issuer and authentication by the Bond Registrar as prescribed in this Ordinance, the Bond Registrar shall deliver the respective series of the Bonds to the Underwriters, on receipt by the Bond Registrar of:
(i) a certified copy of the Ordinance;
(ii) the written order to the Bond Registrar by the Issuer, acting through the Mayor or Chief Financial Officer, to make delivery of the executed and authenticated Bonds on receipt by the Bond Registrar of a specified amount of Bond proceeds, which shall be in immediately available funds;
(iii) an executed counterpart of the Disclosure Agreement;
(iv) an executed opinion of Bond Counsel relating to the validity and enforceability of the Bonds and the excludability from gross income of interest on the Tax Advantaged Obligations as same relates to federal income taxes and the exempt status of the Bonds as same relates to Kentucky income taxes, and the exemption of the Bonds from ad valorem taxation in the Commonwealth; and
(v) such other closing documents, certifications and opinions of counsel as the Bond Registrar, Bond Counsel and the Issuer may reasonably specify.
ARTICLE 5
APPLICATION OF BOND PROCEEDS;
SECURITY FOR BONDS; FUNDS AND ACCOUNTS
Section 5.1. Deposit and Application of Bond Proceeds. The proceeds received by the Issuer from the sale of the Bonds shall be applied as follows:
(i) there shall be deposited from each series of Bonds to the credit of the Cost of Issuance Account in the Operating Costs Fund sufficient proceeds as necessary for payment of the costs incurred in connection with the issuance of the series of Bonds;
(ii) there shall be deposited from each series of Bonds to the credit of the Operating Costs Fund from the remaining proceeds thereof to pay the costs associated with operating and providing services to the citizens of Metro Government; and
(iii) there shall be deposited from each series of Bonds to the credit of the Bond Fund any remaining proceeds after the deposit and payments made as set forth above.
Section 5.2. Pledge of Proceeds of Bonds on Deposit in Operating Costs Fund. There is hereby pledged to the payment of the principal of, interest on, and any premium on the redemption of, the Bonds, the proceeds of the sale of the Bonds on deposit in the Operating Costs Fund, until expended for the Operating Costs, and any income from the investment thereof.
Section 5.3. Pledge of Pledged Receipts. There is hereby pledged to the payment of the principal of, interest on, and any premium for the redemption of the Bonds, the Pledged Receipts received by the Issuer and all Funds and Accounts established by and in accordance with the provisions of this Ordinance, including the investment income, if any, of Funds and Accounts established by this Ordinance, all in accordance with the terms and provisions of the Bonds and this Ordinance, and there is hereby created in favor of the Bonds, a lien, pledge and charge on all of the Pledged Receipts over and ahead of all other bonds not contemplated by this Ordinance payable from the Pledged Receipts which may be hereafter issued, and over and ahead of all other claims or obligations of any nature against the Pledged Receipts hereafter arising or hereafter incurred. The Issuer covenants and agrees that the pledge under this Part A, Section 5.3 shall be valid and binding from and after the date of the issuance, sale and delivery of the Bonds issued pursuant to this Ordinance, and all such money and securities so pledged shall be subject to the lien of this pledge without any physical delivery thereof, or any further action by the Issuer.
Section 5.4. Cost of Issuance Account. There is hereby created the Cost of Issuance Account, to be established and maintained at a national bank or Kentucky banking corporation by the Chief Financial Officer as a separate account within the Operating Costs Fund under this Ordinance. The Issuer will, at the delivery of the Bonds, cause to be deposited with the Chief Financial Officer into the Cost of Issuance Account from Bond proceeds a sum sufficient to pay any and all duly authorized expenses of the issuance of the Bonds, including legal and accounting fees and expenses, financial advisors' fees and expenses, printing costs, fees of bond rating agencies, and initial fees and expenses of the Bond Registrar in connection with the issuance of the Bonds. On the payment or reimbursement of all costs of issuance of the Bonds, any proceeds of such Bonds or any investment earnings thereof remaining in the Cost of Issuance Account shall be transferred pursuant to the direction of the Chief Financial Officer to the Bond Fund.
Section 5.5. Bond Fund. There is hereby recognized and there shall be maintained with the Revenue Commission, at any time while the Bonds are outstanding, a Bond Fund, which shall constitute a "sinking fund" within the meaning of KRS 66.081(1) that is pledged for the retirement of the General Obligation Debt. The Issuer covenants and agrees that it shall set aside as received and pay into the Bond Fund, all or such portion of the Pledged Receipts as will be sufficient to pay when due, in immediately available funds, the principal of, premium, if any, and interest on all Bonds Outstanding hereunder and all other General Obligation Debt, in each of the foregoing cases at or before their maturity or earlier proceedings for redemption. No further payment need be made to the Bond Fund when, and so long as, the aggregate amount therein is sufficient to retire all of the Bonds then Outstanding, plus the amount of interest due and thereafter to become due on such Bonds on and prior to such retirement, together with redemption premium, if any.
The Bond Fund shall be maintained for and on behalf of the Issuer, at a national bank or Kentucky banking corporation, by the Revenue Commission, or shall from time to time be maintained in such other manner by or on behalf of the Issuer as shall be provided for in the proceedings of the Issuer, as a separate and special fund, apart and distinct from all other funds of the Issuer or the Revenue Commission. Separate account statements with respect thereto shall at all times be kept and maintained. On each Payment Date, there is hereby authorized and directed to be withdrawn and made available out of the Bond Fund a sufficient amount to pay the principal of, premium, if any, and interest on the Bonds and any other General Obligation Debt becoming due on such Payment Date, including Bonds redeemed pursuant to the optional or mandatory redemption provisions of this Ordinance
Section 5.6. Operating Costs Fund. There is hereby created and established an Operating Costs Fund, which shall be established and maintained for and on behalf of the Issuer at a national bank or Kentucky banking corporation by the Chief Financial Officer, or shall from time to time be maintained in such other manner by or on behalf of the Issuer as shall be provided for in the proceedings of the Issuer, as a separate and special fund, apart and distinct from all other funds of the Issuer. Separate account statements with respect thereto shall at all times be kept and maintained. The Operating Costs Fund shall be used solely for payment of costs of issuance of the Bonds and for payment of the costs associated with Operating Costs except as hereinbelow provided. As provided in Part A, Section 5.4 above, on the payment or reimbursement of all costs of issuance of the Bonds, as certified by the Chief Financial Officer, any proceeds of such Bonds or any investment earnings thereof remaining in the Cost of Issuance Account shall be transferred to the Bond Fund.
Section 5.7. Investment of Funds. Moneys from time to time in any Fund or Account, pending disbursement for the purposes of each Fund and Account, shall be invested or reinvested from time to time on order of the Issuer in Investment Obligations. Investments of moneys held in the Operating Costs Fund shall be made in such manner as to make cash available in the Operating Costs Fund for disbursement as and when required to pay Operating Costs, as the same shall become due. Investments of moneys held in the Bond Fund shall be made in such manner as to make cash available in the Bond Fund for disbursement as and when required to pay interest on and principal and premium, if any, of the Bonds as and when the same become due.
ARTICLE 6
SPECIAL COVENANTS
Section 6.1. Maximum Percentages of Net Indebtedness. The Issuer covenants not to incur "net indebtedness" (within the meaning of the Act) to an amount exceeding any applicable limitation based on the value of taxable property within the Issuer's corporate limits and jurisdiction, as estimated by the last certified assessment previous to the incurring of the indebtedness.
Section 6.2. Use of Bond Proceeds. Notwithstanding anything in this Ordinance to the contrary, the Issuer may, at its sole discretion, change, substitute, or otherwise modify the use and expenditure of the proceeds of the Bonds issued hereunder to the extent permitted by the Act and any other law or constitutional provision; provided that any such change, substitution or modification shall not cause the Issuer to be in violation of Article 7 of Part A hereof.
ARTICLE 7
TAX COVENANTS
Section 7.1. Arbitrage Covenant. (a) In this Section unless a different meaning clearly appears from the context:
(i) Reference to a provision of the Code by number or letter includes reference to any law hereafter enacted as an amendment to or substitution for such provision; and
(ii) Words which are used herein and in the Code shall have the meaning given to such words in or pursuant to the Code.
(b) The Issuer shall at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Issuer on the Tax Advantaged Obligations shall, for the purposes of federal income taxation, be excludable from gross income of the Holders.
(c) The Issuer shall not permit at any time or times any of the proceeds of the Tax Advantaged Obligations to be used to acquire or to replace funds which were used directly or indirectly to acquire any securities or obligations which are "higher yielding investments," the acquisition of which would cause any Bond to be an "arbitrage bond" as defined in Section 148 of the Code.
(d) In order to assure compliance with this Part A, Section 7.1, thereby better securing and protecting the Holders, the Issuer from the date of adoption of this Ordinance covenants that it will not make or cause to be made any investment of the proceeds of Tax Advantaged Obligations that produces a yield in excess of such applicable maximum yield as may be permitted by the Code, and invest or cause the Chief Financial Officer to, and the Chief Financial Officer shall not, independent of any direction of the Issuer, invest monies in any fund created by this Ordinance and allocable to the Tax Advantaged Obligations, in investment obligations that produce a yield in excess of such applicable maximum yield as may be permitted by the Code.
(e) The Issuer further covenants that prior to the issuance of any of the Tax Advantaged Obligations, and as a condition precedent to such issuance, the Issuer shall certify by issuance of a certificate by an authorized officer having responsibility for the receipt, disbursement, use and investment of the proceeds of the Tax Advantaged Obligations that, on the basis of the facts, estimates and circumstances in existence on the date of issue of the Tax Advantaged Obligations it is not expected that the proceeds of the Tax Advantaged Obligations will be used in a manner that would cause such obligations to be arbitrage bonds.
(f) The Issuer further covenants that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Tax Advantaged Obligations from time to time. This covenant shall survive payment in full or defeasance of the Tax Advantaged Obligations.
(g) Notwithstanding any provision of this Section, if the Issuer shall receive an opinion of nationally recognized bond counsel to the effect that any action required under this Section is no longer required, or to the effect that some other action is required, to maintain the exclusion from gross income of the interest on the Tax Advantaged Obligations pursuant to Section 103(a) of the Code, the Issuer may rely conclusively on such opinion in complying with the provisions hereof.
Section 7.2. Additional Tax Covenants. (a) In this Section unless a different meaning clearly appears from the context:
(i) Reference to a provision of the Code by number or letter includes reference to any law hereafter enacted as an amendment to or substitution for such provision; and
(ii) Words which are used herein and in the Code shall have the meaning given to such words in or pursuant to the Code.
(b) The Issuer has previously covenanted in Part A, Section 7.1(b) hereof that the Issuer shall at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Issuer on the Tax Advantaged Obligations shall, for the purposes of federal income taxation, be excludable from gross income of the Holders.
(c) In furtherance of the foregoing covenant, the Issuer further hereby covenants as follows, with respect to any Tax Advantaged Obligations that: (i) no portion of the payment of the principal of or interest on the Tax Advantaged Obligations is under the terms of such obligation, or under any underlying arrangement, directly or indirectly secured by an interest in property used or to be used for a private business use (or by an interest in payments in respect of such property), or to be derived from payments (whether or not to the Issuer) in respect of property, or borrowed money, used or to be used for a private business use; and (ii) none of the proceeds of the Tax Advantaged Obligations are to be used (directly or indirectly) to make or finance loans to persons other than governmental units, all within the meaning of Section 141 of the Code, in any of such cases unless such use or other arrangement will not cause the interest on the Tax Advantaged Obligations to be included in gross income for federal income tax purposes.
Section 7.3. Provisions to apply to any Obligation that is determined to be a Tax Advantaged Obligation. This Article 7 shall apply to any Obligation that is a Tax Advantaged Obligation whether it is a Bond or a Credit Facility.
ARTICLE 8
DEFAULT AND REMEDIES
Section 8.1. Events of Default. Each of the following events is hereby defined as and shall constitute an "Event of Default":
(a) Failure to pay any installment of interest on the Bonds when the same shall become due and payable or within thirty (30) days thereafter (or within such period, shorter than thirty (30) days, if any, as may be permitted in the Bonds);
(b) Failure to pay the principal of, or premium, if any, on any Bond when due and payable, at maturity or on redemption; and
(c) Default by the Issuer in the due or punctual performance or observance of any other covenants, pledges, conditions, provisions or agreements of the Issuer contained in the Ordinance or in the Bonds, and the continuance thereof for a period of thirty (30) days; provided that if such default can be corrected but not within such thirty-day period, it shall not constitute an Event of Default if corrective action is instituted by the Issuer within such period and diligently pursued until the default no longer exists.
Section 8.2. Enforcement of Remedies. On the happening and continuance of any Event of Default, then and in every case any Bondholder, either at law or in equity, by suit, action, mandamus or other proceedings, may enforce and compel performance by the Issuer and its officers and agents of all duties imposed under the Act, under other applicable law, if any, under the Bonds, and under this Ordinance, including the levying and collection of sufficient taxes and the application thereof to the payment of principal of and interest (and premium, if any) on the Bonds in accordance with the provisions of this Ordinance and the Bonds.
Section 8.3. Notice of Default. The Bond Registrar shall as promptly as practicable mail, to the Issuer and the Holders of Bonds, written notice of the occurrence of any Event of Default known to the Bond Registrar. The Bond Registrar shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail any notice required by this Section.
Section 8.4. Delay or Omission. No delay or omission of any Holder of the Bonds to exercise any right or power arising on any default shall impair any right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy afforded by this Article 8 and every additional power and remedy, if any, afforded by the terms of the Bonds to the Holders of the Bonds may be exercised from time to time and as often as may be deemed expedient by the Bondholders.
Section 8.5. Waivers of Events of Default. Any Bondholder may on behalf of such Holder waive any past default under this Ordinance or under the Bonds and the consequences thereof; and in case of any such waiver, the Issuer, the Bond Registrar and such Bondholder shall be restored to their former positions and rights hereunder and under the Bonds respectively, but no such waiver shall extend to any subsequent or other default, or impair any right consequent thereon.
Section 8.6. Termination of Proceedings. If any Bondholder shall have proceeded to enforce any right due to any Event of Default and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Bondholder, then and in every case the Issuer, the Bond Registrar and the Bondholder shall, subject to any determination in such proceeding, be restored to their former positions and rights hereunder, and all rights of such Bondholder shall continue as if no such proceedings had been taken.
Section 8.7. Remedies Not Exclusive. No remedy by the terms of this Ordinance or the Bonds conferred on or reserved to the Holders of the Bonds is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Ordinance as now or hereafter existing at law or in equity or by statute.
ARTICLE 9
THE BOND REGISTRAR
Section 9.1. Appointment and Acceptance of Duties of Bond Registrar. The Bond Registrar is appointed in Part A, Section 3.3 hereof as the Bond Registrar; and it shall signify its acceptance of the duties and obligations imposed on it by this Ordinance by executing the certificate of authentication on the Bonds and by entering into the Paying Agency Agreement with the Issuer.
Section 9.2. Responsibilities of the Bond Registrar. The Bond Registrar shall have no responsibility with respect to the validity of the Bonds hereby authorized or the legal sufficiency of the proceedings for their issuance. The Bond Registrar shall not have any obligation, except as otherwise provided herein or in the Paying Agency Agreement, to assure that any duties herein imposed on the Issuer or covenants or agreements herein contained on behalf of said Issuer are performed. All compensation to the Bond Registrar for services leading up to and including authentication of the Bonds may be paid from the proceeds of the Bonds. Compensation for any service, cost or expense, including reasonable fees of its counsel, thereafter rendered or incurred by the Bond Registrar, in its capacity as Bond Registrar, shall be billed to and paid by the Issuer from time to time as long as such compensation is reasonable and provided the service, cost or expense is not the result of any negligent act or omission or willful misconduct by the Registrar or its agents, employees or officers.
No implied covenants shall be read in this Ordinance against the Bond Registrar. The Bond Registrar may in good faith buy, sell, own, hold and deal in any of the Bonds, with like effect as if it were not the Bond Registrar. The Bond Registrar may act as depository for, or permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Ordinance, whether or not any such committee shall represent the Holders of a majority in principal amount of the Bonds outstanding.
The Bond Registrar shall be protected and shall incur no liability in acting in good faith on any ordinance, order, resolution, notice, telegram, request, consent, certificate, affidavit, voucher, bond or other paper or document which it shall believe to be genuine and to have been passed or signed by the proper board or persons. The Bond Registrar shall not be bound to recognize any person as a holder of any Bond or to take any action at such person's request unless such Bond shall be submitted to the Bond Registrar for inspection, if required, and title thereto established to the satisfaction of the Bond Registrar, if disputed.
The Bond Registrar may in relation to this Ordinance act on the opinion or advice of any attorney, accountant or other expert, whether retained by the Issuer or by the Bond Registrar, and shall not be responsible for anything suffered or done by it in good faith in accordance with any such opinion or advice. On written request of the Issuer, the Bond Registrar, not less than annually, shall make a written report to the Issuer, which report shall list the then Outstanding Bonds and shall report in detail as to any redemptions in respect of the Bonds. If requested, said written reports shall be furnished not less than thirty (30) days prior to each July 1 so long as any Bonds remain outstanding. The Issuer in its discretion may request the Bond Registrar to furnish other reports.
The Bond Registrar shall be under no obligation to institute any suit, or to take any remedial proceeding under this Ordinance, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. The Bond Registrar may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as Bond Registrar without indemnity, and in such case the Issuer shall reimburse the Bond Registrar from the Pledged Receipts for all costs and expenses, outlays and reasonable counsel fees and other reasonable disbursements properly incurred in connection therewith, as provided in Part A, Section 9.4 hereof.
Section 9.3. No Obligation to Insure. The Bond Registrar shall be under no obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Issuer, or to report, or make or file claims or proof of loss for, any loss or damage insured against or which may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, if any, or to require any such payment to be made. The Bond Registrar shall have no responsibility in respect of the validity or sufficiency of this Ordinance or the due execution or acknowledgment thereof, or in respect of the validity of the Bonds or the due execution or issuance thereof. The Bond Registrar shall be under no obligation to see that any duties herein imposed on the Issuer or any party other than itself, or any covenants herein or therein contained on the part of any party other than itself be done or performed, and the Bond Registrar shall be under no obligation for failure to see that any such duties or covenants are done or performed.
The Bond Registrar shall not be liable or responsible because of the failure of the Issuer or any of the employees or agents thereof to make any collections or deposits or to perform any act herein required of the Issuer or because of the loss of any moneys arising through the insolvency or the act, default or omission of any other depositary in which such moneys shall have been deposited under the provisions of this Ordinance. The Bond Registrar shall not be responsible for the application of any of the proceeds of the Bonds or any other moneys deposited with it and paid out, withdrawn or transferred hereunder, if such application, payment, withdrawal or transfer shall be made in accordance with the provisions of this Ordinance. The immunities and exemptions from liability of the Bond Registrar hereunder shall extend to its directors, officers, employees and agents.
Section 9.4. Compensation of Bond Registrar. Subject to the provisions of any contract between the Issuer and the Bond Registrar relating to the compensation of the Bond Registrar, the Issuer shall, from the Pledged Receipts, pay to the Bond Registrar reasonable compensation for all services performed by it hereunder and also all of its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the performance of its powers and duties hereunder, and, from the Pledged Receipts only, shall indemnify and save the Bond Registrar harmless against any claim, cost or liability which it may incur in the exercise and performance of its powers and duties hereunder provided such claim, cost or liability is not the product of any negligent act or omission or willful misconduct by the Registrar or its agents, employees or officers.
Section 9.5. Resignation or Discharge of Bond Registrar; Successor Bond Registrar. The Bond Registrar may resign and thereby become discharged from the duties hereby created by notice in writing given to the Issuer and to all Holders of Bonds, by first class mail at least thirty (30) days prior to the effective date of such resignation, provided that such resignation shall take effect only on the appointment of a successor Bond Registrar, and, provided further, such resignation shall take effect immediately on the appointment of a new Bond Registrar, if such new Bond Registrar be appointed and qualified before the time limit established by such notice. The Bond Registrar may be removed at any time at the written request of the Issuer or by an instrument in writing signed by the Holders of not less than a majority of the principal amount of the Bonds then outstanding.
If at any time the Bond Registrar shall resign, be removed, be dissolved or otherwise become incapable of acting or the offices of the Bond Registrar shall be taken over by any governmental official or board, or if the position of Bond Registrar shall become vacant for any reason, a successor shall be appointed by the Issuer; and unless such appointment be made within thirty (30) days after the vacancy shall have occurred, the Holders of a majority in principal amount of the Bonds then outstanding may make such appointment by an instrument in writing signed by any such Bondholders and filed with the Issuer, or the Bond Registrar, may petition a court of competent jurisdiction for the appointment of a successor. Any Bond Registrar hereafter appointed shall be a trust company or bank in good standing having trust powers and subject to examination by a federal or state authority and fill have a reported combined surplus and capital aggregating at least $75,000,000. The Issuer shall provide notice as soon as practicable of any change in the Bond Registrar to all Holders of Bonds in the same manner as required in the first paragraph of this Section and Bonds re-registered or re-issued thereafter shall be altered or shall contain a legend identifying such successor Bond Registrar.
Every successor Bond Registrar appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer an instrument in writing accepting such appointment hereunder, and thereon such successor Bond Registrar, without any further act shall become fully vested with all the rights, immunities, powers, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the Issuer, or of its successor, execute and deliver any instrument transferring to such successor Bond Registrar all the rights, powers and duties of such predecessor hereunder, and every predecessor Bond Registrar shall deliver all securities, moneys, documents and records held by it to its successor; provided, however, that before any such delivery is required or made, all fees and expenses of such predecessor shall be paid in full. Should any instrument in writing from the Issuer be required by any successor Bond Registrar for more fully and certainly vesting in such Bond Registrar the rights, powers and duties hereby vested or intended to be vested in the predecessor Bond Registrar, any such instrument in writing shall and will on request be executed, acknowledged and delivered by the Issuer.
PART B
ARTICLE 1
CREDIT FACILITIES
Section 1.01. Authorization of Credit Facilities. In order to provide Metro Government with Credit Facilities to fund, on an interim basis, Operating Costs, Metro Government is hereby authorized to enter into Credit Facilities, in a combined principal amount with the Bonds issued under Part A of this Ordinance not to exceed $240,000,000, to be dated the date of delivery, the same to bear interest from the date of any advance thereunder and which shall mature on the date as provided in the Credit Facilities and the Credit Facilities documents, provided that such maturity date shall be on or before five (5) years of the dated date.
Section 1.02. Term, Form and Execution of Credit Facilities and Credit Facilities Documents. The Credit Facilities shall be awarded to the Holder or Owner as a result of a sale, whether based on a competitive sale, competitive solicitation or negotiated basis, based on the advice of the Financial Advisor. The award of the Credit Facilities shall be determined by the Mayor and Chief Financial Officer from the proposals submitted or negotiated.
Said proposals or bids shall be received in the Chief Financial Officer’s office, or such other place as may be designated. The Mayor and Chief Financial Officer are hereby authorized to accept the proposal determined to be the best and most advantageous for Metro Government. The Mayor and the Chief Financial Officer shall determine, establish and set the aggregate principal amount of the Credit Facilities, the maturity date, terms relating to security, revolving terms, the exact rate or rates of interest which said Credit Facilities shall bear, which rates of interest may be either a fixed rate or rates or a variable rate based on a percentage of an easily identifiable and calculable index formula, and the interest rates on the Credit Facilities shall be automatically set at the rates set out in the proposal and accepted by the Mayor and the Chief Financial Officer, without the necessity of any further action by the Council fixing said rates, provided however that the Credit Facilities shall not have an interest rate in excess of 12% per annum.
If, for any reason, it is determined that no proposal should be accepted after the conclusion of the sale process, then the Chief Financial Officer may solicit new proposals pursuant to a new sale, without the necessity of the Council taking any further action or granting any further authority for such proceedings, provided that such sale occurs within two (2) years of date that this Ordinance is enacted.
The Credit Facilities and Credit Facilities Documents shall reflect the terms of the awarded proposal and shall contain such terms and provisions as approved by the Mayor and the Chief Financial Officer.
The official signatures of the Mayor and Chief Financial Officer shall be valid and binding notwithstanding that before delivery of the Credit Facilities and payment therefor any and all persons whose signatures appear thereon shall have ceased to be such officers.
The Council hereby authorizes the Mayor, Chief Financial Officer and other officers and employees of Metro Government to structure and prepare the Credit Facilities documents for the issuance and establishment of the Credit Facilities and to take any and all other necessary actions to effect the purposes of this Ordinance.
Section 1.03. Provisions Relating to Issuance and Delivery of the Credit Facilities. The Chief Financial Officer of Metro Government shall deliver such notes and other documents securing the Credit Facilities to the Holder or Owner chosen pursuant to Part B, Section 1.02 of this Ordinance.
Section 1.04. Security for the Credit Facilities. The Credit Facilities are general obligations of the Issuer and the full faith, credit and taxing power of the Issuer are hereby irrevocably pledged to the prompt payment of the principal of and interest as such becomes due.
As a general obligation of the Issuer, the Credit Facilities shall be and hereby are declared to be payable in accordance with the Act from all lawfully available pledged receipts (including, but not by way of limitation, any moneys attributable to Credit Facilities proceeds or the income from the temporary investment thereof, moneys held in the funds and accounts and any other moneys held for the benefit of the payment of the Credit Facilities); provided there shall be no impairment of the express contract rights, if any, of the holders of outstanding bonds of Metro Government. No liability shall attach to the officials, agents, directors, employees or representatives of Metro Government for the payment of principal, interest or premium, if any, on the Bonds.
For the purpose of providing funds required to pay the interest on the Credit Facilities (as well as all other general obligation debt, if any) as and when the interest becomes due and in order to create a sinking fund to pay and discharge the principal thereof (and premium, if any) as the Credit Facilities and any other general obligation debt become due, and pursuant to and in compliance with (i) Section 159 of the Constitution of the Commonwealth and (ii) the Act, there shall be and there is hereby levied on all of the taxable property within the jurisdiction of Metro Government, beginning as of the date hereof and continuing in each year as long as any of the Credit Facilities amount is outstanding or any other general obligation debt is outstanding, a direct annual tax sufficient, to the extent other lawfully available moneys of Metro Government are not provided, for that purpose, which tax shall be unlimited as to rate or amount. Metro Government hereby covenants and pledges to levy, charge, collect, deposit and apply the proceeds of such special annual tax to the payment of such debt charges on the Credit Facilities and any other general obligation debt. Metro Government acknowledges, however, that in the current fiscal year no such special tax would actually be required to be levied or collected in order for Metro Government to make payments on the Credit Facilities (and such other general obligation debt, if any) when due, there being sufficient other moneys lawfully available to Metro Government for the making of such payments. Metro Government further acknowledges that in no future fiscal year does Metro Government currently expect that a special tax would actually be required to be levied or collected for Metro Government to make payments on the Credit Facilities (and such other general obligation debt, if any) when due, Metro Government having projected there shall be sufficient other moneys lawfully available to Metro Government for the making of such payments.
Any and all proceeds derived from the special annual tax authorized above and levied from time to time, together with other lawfully available moneys of Metro Government provided for the purpose shall be deposited and carried in a separate and special account of Metro Government, held apart from all other funds of Metro Government, and shall be applied only for the purpose of paying the principal of and interest on the Credit Facilities as provided in this Ordinance and any other general obligation debt, if any. The proceeds of the special annual tax and the balances accumulated from time to time in the separate fund are hereby irrevocably pledged for the purpose of paying the principal of and interest (and premium, if any) on the Credit Facilities and any other general obligation debt, if any, and shall never be used for any other purpose. Metro Government hereby covenants and pledges with the chosen Holder or Owner that Metro Government will levy the special annual tax in each year at whatever rates may be necessary from time to time in order to produce the amounts required in each year, to the extent funds are not otherwise provided, to pay the principal of and interest (and premium, if any) on the Credit Facilities and such other general obligation debt, if any, when due.
If principal or interest (or premium, if any) on the Credit Facilities or any other general obligation debt should fall due in any year at a time when there are insufficient funds on hand, collected by reason of the foregoing special tax levy, such principal and interest (and premium, if any) shall be paid from other available funds of Metro Government and reimbursement therefor shall be made out of the special tax hereby provided, when the same shall have been collected.
This Ordinance also constitutes a continuing appropriation from such taxes and all other lawfully available pledged receipts, of the sum annually necessary to pay the principal of and interest (and premium, if any) on the Credit Facilities and such other general obligation debt when due. The Revenue Commission is hereby authorized to collect occupational taxes and any other amounts received by or on behalf of Metro Government, and to apply the same to the payment of debt charges on the Credit Facilities and such other general obligation debt and all other obligations due or coming due under this Ordinance or otherwise with respect to such general obligation debt.
Payment of the principal of and interest (and premium, if any) on the Credit Facilities and such other general obligation debt when due in accordance with the foregoing provisions is subject only to the prior application of the pledged receipts in accordance with the express contract rights, if any, of the holders of outstanding bonds of Metro Government, as provided pursuant to the Act.
Section 1.05. Maximum Percentages of Net Indebtedness. Metro Government covenants not to incur "net indebtedness" (within the meaning of the Act) to an amount exceeding any applicable limitation based on the value of taxable property within the Issuer's corporate limits and jurisdiction, as estimated by the last certified assessment previous to the incurring of the indebtedness.
PART C
ARTICLE 1
MISCELLANEOUS
Section 1.1. Provisions of the Ordinance are Severable. If any one or more of the provisions of this Ordinance, of the Bonds or of the Credit Facilities shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Ordinance, of the Bonds or of the Credit Facilities, but this Ordinance, the Bonds and the Credit Facilities shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. If any court of competent jurisdiction adjudicates that any representation, covenant or undertaking of the Issuer, as set forth in the Credit Facilities, the Bonds or in this Ordinance, would cause the Credit Facilities or the Bonds to be invalid or constitute an unlawful general indebtedness of the Issuer, then such representation, covenant or undertaking shall be thereby stricken, omitted and eliminated without thereby otherwise affecting the validity or enforceability of the Credit Facilities or the Bonds.
Section 1.2. Ordinance is a Contract; Procedure for Amending. In consideration of the purchase and acceptance of the Bonds and the Credit Facilities by those who shall purchase and hold the same from time to time after the sale thereof, the provisions of this Ordinance shall constitute a contract between the Issuer and the Holders from time to time of the Bonds and the Credit Facilities, and such provisions are covenants and agreements with such Holders which the Issuer hereby determines to be necessary and desirable for the security and payment thereof. After the issuance of the Bonds or the Credit Facilities, no change, variation or alteration of any kind in the provisions of this Ordinance shall be made in any manner except as provided in this Section until such time as all of the Bonds and the Credit Facilities and the interest thereon have been paid in full. The provisions, covenants and agreements herein set forth to be performed on behalf of the Issuer shall be for the equal and ratable benefit, protection and security of the Holders of any and all of the Bonds and the Credit Facilities, all of which, regardless of the time or times of their issue or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds and Credit Facilities over any other thereof.
If it shall appear desirable and to the advantage of both the Issuer and the Holders of the Bonds, the Issuer shall adopt an ordinance (a "Supplemental Ordinance") altering or amending this Ordinance as it relates to the Bonds or any series of Bonds, but providing therein that the Supplemental Ordinance shall not become effective unless and until it has received the approval of the Holders of the Bonds as hereinafter set out. Immediately on adoption of a Supplemental Ordinance a copy of the Supplemental Ordinance (or brief summary thereof or reference thereto in form approved by the Issuer) together with a request to Bondholders for their consent thereto in form satisfactory to the Issuer, shall be mailed by the Bond Registrar to Bondholders promptly after adoption. A Supplemental Ordinance shall not be effective unless and until there shall have been filed with the Bond Registrar the written consents of the Holders of sixty-six and two-thirds percent (66 ⅔%) of the principal amount of the Bonds then Outstanding. Any such consent shall be binding on the Holder of the Bonds after giving such consent and on any subsequent Holder of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Holder thereof has notice thereof), unless such consent is revoked in writing by the Holder of such Bonds giving such consent or a subsequent Holder thereof by filing with the Bond Registrar, prior to the time when the written statement of the Bond Registrar to the Issuer provided in this Section is filed, such revocation. At any time after the Holders of the required percentages of Bonds shall have filed their consent to a Supplemental Ordinance, the Bond Registrar shall make and file with the Issuer a written statement that the Holders of such required percentages of Bonds have filed such consents. Such written statement shall be conclusive that such consents have been so filed. At any time thereafter, notice, stating in substance that the Supplemental Ordinance (which may be referred to as a Supplemental Ordinance adopted by the Issuer on a stated date, a copy of which is on file with the Bond Registrar) has been consented to by the Holders of the required percentages of the principal amount of the Outstanding Bonds and will be effective as provided in this Section, shall be given to Bondholders by the Issuer by mailing such notice, not more than ninety (90) days after the Holders of the required percentages of Bonds shall have filed their consents to the Supplemental Ordinance and the written statement of the Bond Registrar hereinabove provided for is filed. The Issuer shall file with the Bond Registrar proof of the mailing of such notice. A transcript, consisting of the papers required or permitted by this Section to be filed with the Bond Registrar, shall be proof of the matters therein stated.
Notwithstanding the foregoing, no such modifications, alterations or amendments shall be made which will (a) permit an extension of the time of payment at maturity of the principal of or payment of the interest on any Bond, or a reduction in the amount of principal or the rate of interest thereon without the written consent of the Holder thereof or (b) reduce the percentage of Holders of Bonds required by the provisions of this Section for the taking of any action under this Section.
In addition to the foregoing, the Issuer may, without regard to the provisions hereinabove set forth in this Section, make any amendment or change herein (i) to evidence the succession of an institution as Bond Registrar or paying agent, (ii) to cure any ambiguity or to cure, correct or supplement any defective or inconsistent proceedings contained herein or in any ordinance or other proceedings pertaining hereto, (iii) to grant to or confer on the Bond Registrar for the benefit of the Holders of the Bonds any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Ordinance as theretofore in effect, (iv) to permit the Bond Registrar to comply with any obligations imposed on it by law, (v) to achieve compliance of this Ordinance with any federal tax law, (vi) to maintain or improve any rating on the Bonds or (vii) for any other purpose not inconsistent with the terms of this Ordinance which shall not impair the security of the Bondholders or otherwise materially adversely affect the rights of the Bondholders. The Issuer may adopt Supplemental Ordinances to accomplish the foregoing.
If it shall appear desirable and to the advantage of both the Issuer and the Holders of the Credit Facilities, the Issuer shall adopt an ordinance (a "Supplemental Ordinance") altering or amending this Ordinance as it relates to the Credit Facilities or any series of Credit Facilities, but providing therein that the Supplemental Ordinance shall not become effective unless and until it has received the approval of 100% of the Holders of the respective Credit Facilities. Any such consent shall be binding on the Holder of a Credit Facility after giving such consent and on any subsequent Holder of such Credit Facility and of any Credit Facility issued in exchange therefor.
Section 1.3. Discharge of Ordinance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of all Bonds and the Holders of the Credit Facilities the total principal and interest due or to become due thereon, including premium, if applicable, at the times and in the manner stipulated therein and in this Ordinance, then the pledge of this Ordinance, and all covenants, agreements and other obligations of the Issuer to the Bondholders, shall thereon cease, terminate and become void and be discharged and satisfied.
Whenever there shall be held in the Bond Fund or an escrow fund established for such purpose, either (a) moneys in an amount which shall be sufficient or (b) Defeasance Obligations (as defined below) the principal of and interest on which when due (without consideration of reinvestment income) will provide moneys which, together with other moneys, if any, then on deposit in the Bond Fund or such escrow fund, shall be sufficient to pay when due the principal of, interest and redemption premium, if applicable, on the Bonds or any part thereof to and including the date on which the Bonds or any of them will be redeemed in accordance with this Ordinance, or the maturity date or dates thereof, as the case may be, then and in any of said events all such Bonds shall be deemed to have been paid within the meaning and with the effect expressed above in this Section 1.3, and the Bond Registrar shall and is hereby irrevocably instructed to publish notice thereof, such notice to contain a statement that the cash and obligations as provided above are held in the Bond Fund or such escrow fund, that such Bonds are deemed to have been paid in accordance with this Section, and a statement of the maturities or redemption date or dates on which the moneys are or will become available for the payment of the amounts due. Thereafter the Bondholders shall be entitled only to payment out of the cash and obligations deposited as aforesaid.
Neither such obligations or the moneys held in the Bond Fund pursuant to this Section, nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal, interest and redemption premium, if applicable, on the Bonds; provided that any cash received from such principal or interest payment on such investments if not then needed for such purpose, shall, to the extent practicable, be reinvested in the same manner, in investments maturing at times and in amounts sufficient to pay when due the principal, interest and redemption premium, if applicable, on the Bonds to and including such redemption date or maturity date thereof, as the case may be.
Section 1.4. Execution of Ordinance. This Ordinance has been executed for and on behalf of the Issuer in order to evidence approval by the Issuer of the provisions hereof and the obligations of the Issuer hereunder.
Section 1.5. Repeal of Conflicting Action. All ordinances, orders, resolutions or parts thereof in conflict with the provisions of this Ordinance, if any, are to the extent of such conflict hereby repealed.
Section 1.6. Ordinance Effective Immediately. This Ordinance shall be effective immediately following its passage and approval.
Section 1.7. Parties Interested Herein. Nothing in this Ordinance, expressed or implied, is intended nor shall be construed to confer on, or to give to any person or entity, other than the Issuer, the Bond Registrar, the Paying Agent, the Holders of the Bonds, and the Holder(s) of the Credit Facilities any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Bond Registrar, the Paying Agent, the Holders of the Bonds and the Holder(s) of the Credit Facilities.
ARTICLE 2
SPECIAL PROVISIONS APPLICABLE TO ISSUER
Section 2.1. Provision for Funds used to pay General Obligation Debt Issued Hereunder. Subsection (B) of Section 32.450 of the LMCO mandates the Revenue Commission's obligation to pay the general obligation bonded debt of the Issuer and is modified for purposes of this Ordinance and the General Obligation Debt issued hereunder.
For purposes of this Ordinance and the General Obligation Debt issued hereunder, LMCO § 32.452 does not apply. In order to make provision for the prompt payment of interest, principal and premium, if any, for the General Obligation Debt issued hereunder, the Issuer covenants and agrees that it will deposit into the Sinking Fund maintained by the Revenue Commission at least five (5) business days prior to the next Payment Date an amount sufficient to pay in lawful money of the United States of America the interest, principal and premium, if any, then due.
If funds have not be deposited into the Sinking Fund at least five (5) business days in accordance with this Section or the Revenue Commission has not received written confirmation from the Chief Financial Officer that the Issuer has paid or has made arrangements to pay the General Obligation Debt, issued hereunder, due on the next Payment Date, the Revenue Commission shall withhold all Pledged Receipts received, beginning on the date five business days prior to the Payment Date and ending on the Payment Date, and remit such funds on the Payment Date to the Holder or Owner of such General Obligation Debt.
Section 2.2. Compliance with Laws. The Issuer hereby approves the issuance of the Bonds and/or the Credit Facilities for all purposes of the Kentucky Revised Statutes, including, but not limited to, the Act. The Issuer further acknowledges that all consents or approvals required to be given by the Issuer under the provisions of the Kentucky Revised Statutes prior to the undertaking of any act including, but limited to, the Act, were duly and timely given prior thereto, as and to the extent required by law. Without limiting the generality of the foregoing, it is hereby found and determined that (i) the Bonds and the Credit Facilities are issued or entered into for a public purpose, as stated in this Ordinance and within any limitations prescribed by law and (ii) all the proceedings incident to issuance of the Bonds and the Credit Facilities were held in compliance with law.
___________________________ ______________________________
Sonya Harward David James
Metro Council Clerk President of the Council
____________________________ ______________________________
Greg Fischer Approval Date
Mayor
APPROVED AS TO FORM AND LEGALITY:
Michael J. O'Connell
Jefferson County Attorney
By__________________________________
FILE ID# O-147-20 2020 Bond and Credit Facility Ordinance for Operating ExpensesEXHIBIT A
[FORM OF BOND]
UNITED STATES OF AMERICA
COMMONWEALTH OF KENTUCKY
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT
GENERAL OBLIGATION BOND,
SERIES 20___
No. R-___ $_____________
Interest Rate
Maturity Date
Original
Issue Date
Cusip #
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Louisville/Jefferson County Metro Government (the "Issuer"), a consolidated local government corporation and political subdivision of the Commonwealth of Kentucky (the "Commonwealth"), acknowledges itself to owe, and for value received hereby promises to pay to the registered owner hereof, or registered assigns, the Principal Amount shown above on the Maturity Date shown above, and to pay interest thereon from the Original Issue Date hereof at the Interest Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), payable semiannually, on _________ and __________ of each year commencing ____________, 20___ (each a "Payment Date"), until payment of the Principal Amount on the Maturity Date, except as the provisions hereinafter set forth with respect to prior redemption or purchase may be and become applicable hereto.
This Bond is one of a duly authorized series of fully registered bonds, numbered consecutively and designated as above, issued by the Issuer as more fully identified in a Ordinance (the "Ordinance") duly enacted by the Metro Council of the Issuer on ___________, 2020. Capitalized words and terms which are not defined here are defined in the Ordinance, to which reference is hereby made.
The Bonds are issued or entered into under or pursuant to authorizing provisions of law, including: (i) the Ordinance, (ii) authorizing provisions of the Constitution and laws of the Commonwealth, including Sections 66.011 through 66.191 of the Kentucky Revised Statutes, as amended (the "Act"), and Kentucky Constitution Sections 158 and 159 and (iii) applicable decisions of the appellate courts of the Commonwealth. Acceptance of the terms and conditions of the Ordinance and the Act are a material part of the consideration for the issuance of this Bond, and each Holder hereof by acceptance of this Bond hereby assents to all of such terms and conditions. This Bond shall not constitute the personal obligation, either jointly or severally, of the members of the Metro Council of or the officers of the Issuer or its employees.
This Bond, by the terms of the law pursuant to which it has been issued, shall be fully negotiable.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Authentication Certificate hereon shall have been executed by the Bond Registrar.
Bonds issued under the Ordinance shall be issued and reissued from time to time only as fully registered bonds without coupons in denominations of $5,000 or any multiple of $5,000.
Pursuant to the Ordinance, the Bonds are general obligations of the Issuer and the full faith, credit and taxing power of the Issuer are irrevocably pledged to the prompt payment of the principal of and interest (and premium, if any) on the Bonds when due. Reference is made to the Ordinance, for the provisions with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer, the Bond Registrar and the Bondholders, the terms on which the Bonds are issued and the terms and conditions on which this Bond will be deemed to be paid at or prior to its scheduled maturity or redemption on the making of provision for the payment thereof in the manner set forth in the Ordinance.
Pursuant to the Act and the Ordinance, the Bond Registrar is appointed as Bond Registrar, having the duties set forth in the Ordinance. The fifteenth day of the month prior to each date established for payment of principal, interest or premium on the Bonds, whether by maturity, acceleration or redemption, is in the Ordinance established as the record date for the Bonds (the "Record Date"). The Bond Registrar may treat for all purposes the person in whose name any Bond is registered on the Record Date, on the registration books kept by the Bond Registrar, as the absolute owner thereof.
Interest on each Bond not registered in Book-Entry Form to a Securities Depository shall be payable by check mailed by the Bond Registrar to the Holder thereof as of the Record Date, at the address shown on the registration books kept by the Bond Registrar or at such other address as is furnished to the Bond Registrar in writing by such Holder. The principal of and premium, if any, on the Bonds not registered in Book-Entry Form to a Securities Depository shall be payable, without exchange or collection charges, in lawful money of the United States of America on their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption or acceleration, at the designated corporate trust office of the Bond Registrar. On request of a Holder of at least $1,000,000 in aggregate principal amount of the Bonds, all payments of principal of, premium, if any, or interest on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such Holder.
Principal of, premium, if any, and interest on Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee shall be payable by wire transfer from the Bond Registrar to the Securities Depository or its nominee. So long as any Bonds remain Outstanding, the Bond Registrar shall keep and maintain at its designated corporate trust office complete registration records in respect of the Bonds and shall provide for the registration of transfer and exchange of the Bonds in accordance with the terms of the Ordinance, subject to such reasonable procedures and regulations as the Bond Registrar may prescribe.
Payment of principal, premium, if any, and interest on any Bonds shall be made as provided in the Ordinance.
Each Bond shall be transferable or exchangeable only on the presentation and surrender thereof at the designated trust office of the Bond Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the Holder or his authorized representative. Bonds shall be exchangeable for a Bond or Bonds of the same maturity and interest rate and in Authorized Denominations, within 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 authorized to authenticate, deliver and exchange Bonds in accordance with the Ordinance. Each Bond delivered in exchange for a surrendered Bond shall constitute an original contractual obligation of the Issuer and shall be entitled to the benefits and security of the Ordinance to the same extent as the Bond or Bonds in lieu of which any Bond is delivered in exchange. Any Bonds surrendered for exchange shall be cancelled by the Bond Registrar and the Bond Registrar shall maintain a complete record of all exchanges, transfers and cancellations of Bonds and shall make a report thereof to the Issuer on request.
No service charge or other transfer fee shall be charged in connection with any transfer or exchange of a Bond; however, the registered owner of any Bond may be required to pay an amount equal to any tax or other governmental charge, if any, that may be imposed in connection with the transfer or exchange of any Bond.
The Bond Registrar shall not be required to transfer or exchange any Bond for the period beginning fifteen (15) days prior to the selection by the Bond Registrar of Bonds to be redeemed prior to maturity and ending on the date of mailing of notice of any such redemption.
[If applicable: The Bonds maturing on and prior to ______________, shall not be subject to optional redemption prior to maturity. The Bonds maturing on and after ______________, are subject to optional redemption prior to maturity, upon notice mailed to the Registered Owners as provided hereinafter, in whole or in part, on any date on and after ___________, and in any order of maturities (less than all of a single maturity to be selected by lot), at a redemption price equal to 100% of the principal amount redeemed on the redemption date.]
[If applicable: The Bonds due ___________, shall be subject to mandatory sinking fund redemption prior to maturity at a redemption price of 100% of the principal amount thereof to be redeemed, plus interest accrued to the redemption date, on ____________ in the years and in the principal amounts as follows:
______________
20__
20__
Principal Amount
$ ,000
,000
The Bonds due ________________, shall be subject to mandatory sinking fund redemption prior to maturity at a redemption price of 100% of the principal amount thereof to be redeemed, plus interest accrued to the redemption date, on ___________ in the years and in the principal amounts as follows:
______________
20__
20__
Principal Amount
$ ,000
,000
The Bond Registrar shall give notice of redemption by first class mail, postage prepaid, mailed not less than 25 nor more than 60 days prior to the redemption date to each Holder of Bonds to be redeemed or tendered at the address of such Holder appearing in the Bond Register, and also to such other Persons as the Issuer shall deem appropriate.
Neither the failure of any Holder to receive notice mailed as provided herein nor any defect in notice so mailed shall affect the validity of the proceedings for redemption in accordance with the Ordinance.
In the case of an optional redemption pursuant to the Ordinance, the notice of redemption may state (i) that it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent no later than the redemption date or (ii) that the Issuer retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional or extraordinary redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded in writing, and disseminated to each Holder of the Bonds in accordance with the procedures set forth in the Ordinance, no later than 7 days prior to the redemption date.
Notice of redemption having been given as aforesaid, the Bonds so to be redeemed shall become due and payable on the redemption date at the redemption price specified, and on and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance with such notice, such Bond shall be paid at the redemption price thereof.
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 execution, delivery and issuance of this Bond have existed, have happened and have been performed in due time, form and manner as required by law; that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Issuer, does not exceed or violate any limitations prescribed by the Constitution or laws of the Commonwealth; that provision has been made for the levying and collection of an annual tax, unlimited as to rate or amount, sufficient, to the extent other lawfully available moneys of the Issuer are not provided for the purpose, to pay the principal of and interest on this Bond and the series of which it is a part as and when the several Bonds and interest thereon become due and payable; and that the full faith, credit and taxing power of the Issuer are hereby irrevocably pledged for the prompt payment of this Bond and the series of which it forms a part, and the interest thereon, as the same from time to time become due and payable.
IN WITNESS WHEREOF, THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, has caused this Bond to be executed with the manual or reproduced facsimile signature of its Mayor and attested by the manual or reproduced facsimile signature of its Chief Financial Officer and sealed with the original or reproduced facsimile of the seal of the Issuer.
LOUISVILLE/JEFFERSON COUNTY
METRO GOVERNMENT
By (Manual or Facsimile Signature)
Mayor
Attest:
By (Manual or Facsimile Signature)
Chief Financial Officer
[SEAL]
AUTHENTICATION CERTIFICATE
This Bond is one of the issue of Bonds described and provided for in the within mentioned Ordinance enacted by the Legislative Council of the Louisville/Jefferson County Metro Government, authorizing the issuance of the Louisville/Jefferson County Metro Government General Obligation Bonds, Series 20______.
__________________________,
as Bond Registrar
Date of Authentication _____________ By________________________________
Authorized Representative
ASSIGNMENT
For value received, the undersigned Registered Owner does sell, assign and transfer unto:
(name, address and social security or other identifying number of assignee)
the within-mentioned Bond and irrevocably constitutes and appoints
to transfer the same on the Bond Register with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Registered Owner
(NOTE: The signature above must correspond with the name of the Registered Owner as it appears on the front of this Bond in every particular, without alteration or enlargement or any change whatsoever.)
(NOTE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.)