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HomeMy WebLinkAboutOrdinances - ORD-00-984 - 10/18/2000 - AUTHORIZE AND ISSUE $1.4M GO REFUNDING SERIES 1990ORDINANCE No. 00-984 AN ORDINANCE authorizing and providing for the issue of $1,400,000 General Obligation Refunding Bonds (Sales Tax Alternate Revenue Source), Series 2000B, of the City of McHenry, McHenry County, Illinois, for the purpose of refunding the outstanding General Obligation Bonds (Alternate Revenue Source), Series 1990 (Municipal Building Project), of said City, prescribing the details of said bonds and providing for the imposition of taxes to pay the same, and for the collection, segregation and application of certain sales tax receipts to pay said bonds. WHEREAS the City of McHenry, McHenry County, Illinois (the "City"), is a duly organized and existing municipality and unit of local government created under the provisions of the laws of the State of Illinois, and is now operating under the provisions of the Illinois Municipal Code, as supplemented and amended; and WHEREAS the City by its City Council (the "Corporate Authorities") has heretofore issued its $3,000,000 original aggregate principal amount General Obligation Bonds (Alternate Revenue Source), Series 1990 (Municipal Building Project), which such bonds maturing on and after December 1, 2001 are subject to redemption prior to maturity at the option of the City, in whole or in part, on any date on or after December 1, 2000, at the redemption price of par plus accrued interest to the date fixed for redemption (hereinafter the "Series 1990 Bonds" or "Refunded Bonds"); and WHEREAS pursuant to the provisions of the Local Government Debt Reform Act of the State of Illinois, as amended (the "LGDR Act") by which Alternate Bonds are issued (Section 15 of said Act), bonds may be issued to refund alternate bonds previously issued without meeting any of the conditions set forth in the LGDR Act and section, except that the term of the refunding bonds shall not be longer than the term of the refunded bonds and that the debt service payable in any year on the refunding bonds shall not exceed the debt service payable in such year on the refunded bonds; and WHEREAS the Corporate Authorities have considered and determined that since interest rates are favorable for the City at this time, it is possible, proper and advisable to refund the Series 1990 Bonds at this time in order to achieve debt service savings; and WHEREAS the conditions of the LGDR Act set forth above will be met after the (hereinafter defined) Refunding is accomplished; and WHEREAS pursuant to the alternate bond refunding provisions set forth in Section 15 of the LGDR Act, the City is authorized to issue Alternate Bonds under the Act to refund the Refunded Bonds (hereinafter sometimes referred to as the "Refunding"), and it is deemed necessary and desirable to provide for the issuance of $1,400,000 principal amount general obligation Alternate Bonds for such purpose and to achieve a net debt service savings in each and every year (as compared to the applicable tax levies for the Series 1990 Bonds); and WHEREAS the proposed bonds (Series 2000B Bonds) to be issued will be payable from the Pledged Revenues and the Pledged Taxes, as hereinafter defined; and WHEREAS the Pledged Revenues also secure the currently outstanding General Obligation Bonds (Sales Tax Alternate Revenue Source), Series 1997A (the "Prior Alternate Bonds"), and besides the Series 1990 Bonds (which are being refunded by the Bonds) and the Prior Alternate Bonds, the Series 2000B Bonds is the only series of alternate bonds payable from the Pledged Revenues; and WHEREAS the Property Tax Extension Limitation Law of the State of Illinois, as amended (the "Tax Limitation Law"), imposes certain lim�itations on the "aggregate extension" of certain property taxes levied by the City, but provides that the definition of "aggregate extension" contained in Section 18-185 of the Tax Lim�itation Law does not include "extensions ... payments of principal and interest on bonds issued under Section 15 of the Local Government Debt Reform Act;" and -2- WHEREAS the County Clerk of McHenry County, Illinois, is therefore authorized to extend and collect said direct annual ad valorem tax so levied for the payment of the 2000B Alternate Bonds for the Refunding without limitation as to rate or amount; Now THEREFORE Be It Ordained by the City Council of the City of McHenry, McHenry County, Illinois, as follows: Section 1. Definitions. The following words and terms used in this ordinance shall have the following meanings unless the context or use clearly indicates another or different meaning is intended: "Act" or "LGDR Act" means the Local Government Debt Reform Act of the Slate of Illinois, as amended. "Additional Bonds" means any alternate bonds issued in the future in accordance with the provisions of the Act on a parity with and sharing ratably and equally in the Pledged Revenues with the Series 2000B Bonds and the Prior Alternate Bonds. "Bond" or "Bonds" means one or more, as applicable, of the $1,400,000 General Obligation Refunding Bonds (Sales Tax Alternate Revenue Source), Series 2000B, authorized to be issued by this Ordinance. "Bond Fund" means the Series 2000B Alternate Bond Fund established hereunder and further described by Section I I of this Ordinance. "Bond Register" means the books of the City kept by the Bond Registrar to evidence the registration and transfer of the Bonds. "Bond Registrar" means American National Bank and Trust Company of Chicago, located in the City of Chicago, Illinois, or successor thereto or designated hereunder, in its respective capacities as bond registrar and paying agent. "City" means the City of McHenry, McHenry County, Illinois. -3- "Corporate Authorities" means the City Council of the City. "County Clerk" means the County Clerk of The County of McHenry, Illinois. "Code" means the Internal Revenue Code of 1986. "Depository" means the Depository Trust Company, a New York limited trust company, its successors, or a successor depository qualified to clear securities under applicable state and federal laws. "Fiscal Year" means that twelve -calendar month period beginning on the first day of January of any calendar year and ending on the last day of December of such calendar year. "Ordinance" means this ordinance as originally adopted and as the same may from time to time be amended or supplemented in accordance with terms hereof. "Outstanding" when used with reference to the Bonds, the Prior Alternate Bonds and Additional Bonds means such of those bonds which are outstanding and unpaid; provided, however, such term shall not include any of the Bonds, the Prior Alternate Bonds or Additional Bonds (a) which have matured and for which moneys are on deposit with proper paying agents or are otherwise sufficiently available to pay all principal thereof and interest thereon or (b) the provision for payment of which has been made by the City by the deposit in an irrevocable trust or escrow of funds or direct, full faith and credit obligations of the United States of America, the principal of and interest on which will be sufficient to pay at maturity or as called for redemption all the principal of and interest on such Bonds, Prior Alternate Bonds or Additional Bonds. "Pledged Moneys" means the Pledged Revenues and the Pledged Taxes, as all of such terms are defined herein. "Pledged Revenues " means all collections distributed to the City from those taxes imposed by the State of Illinois pursuant to the Use Tax Act, the Service Use Tax Act, the Service Occupation Tax Act and the Retailer's Occupation Tax Act, each as supplemented and ME amended from time to time, or substitute taxes therefor as provided by the State of Illinois in the future. "Pledged Taxes" means the ad valorem taxes levied against all of the taxable property in the City without hn-titation as to rate or amount, pledged hereunder by the City as security for the Bonds. "Refunded Bonds" means the previously issued and outstanding bonds of the City described and defined as such in the preambles to this Ordinance. "Refunding " means the refunding of the Refunded Bonds as described and defined in the preambles to this Ordinance. "Series 2000B Bonds" means the Bonds, and such term may be used interchangeably with the term -BOnds. " "Tax-exempt" means, with respect to the Bonds, the status of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes except to the extent that such interest will be taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations and in computing the "branch profits tax" imposed on certain foreign corporations. Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that the recitals contained in the preambles to this Ordinance are true and correct and do hereby incorporate them into this Ordinance by this reference. Section 3. Determination To Issue Bonds. It is necessary and in the best interests of the City to provide for the Refunding, to pay all related costs and expenses incidental thereto, and to borrow money and issue the Bonds for such purpose. It is hereby found and determined that such borrowing of money is authorized pursuant to the Act. -5- Section 4. Bond Details. For the purpose of providing for the payment of the: costs of the Refunding and to pay all related costs and expenses incidental thereto, there shall be issued and sold the Bonds in the principal amount of $1,400,000. The Bonds shall each be designated "General Obligation Refunding Bond (Sales Tax Alternate Revenue Source), Series 2000B "; be dated November 1, 2000 (the "Dated Date "); and shall also bear the date of authentication thereof. The Bonds shall be in fully registered book -entry form (hereinafter "Book Entry Form"), shall be in denominations of $5,000 or integral multiples thereof (but no single Bond shall represent principal maturing on more than one date), shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar, and shall become due and payable (not subject to the right of prior redemption) on December I of the years and in the amounts and bearing interest at the rates percent per annum. as follows: YEAR AMOUNT RATE 2001 $250,000 4.60% 2002 250,000 4.60% 2003 300,000 4.60% 2004 300,000 4.60% 2005 300,000 4.60% Each Bond shall bear interest from the later of its Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid or duly provided for, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable semiannually on June 1 and December I of each year, commencing on June 1, 2001. So long as the Bonds are held in Book Entry Form, interest on each Bond shall be paid to the Depository by check or draft or electronic funds transfer as may be agreed by the Bond Registrar and the Depository; in the event the Bonds should ever become available in physical form to registered owners other than the Depository, interest on each Bond shall be paid by check or draft of the Bond Registrar, payable upon 0 presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on the applicable record date. The applicable record date (the "Record Date') is the 15th day of the month next preceding any regular interest payment date on the first day of any month. Such check or draft shall be mailed by the Bond Registrar to the Registered Owner at the address of such owner as it appears in such registration books or at such other address as is furnished in writing by such owner to the Bond Registrar. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation thereof at the office of the Bond Registrar in the City of Chicago, Illinois, or at successor Bond Registrar and address. Section 5. Book -Entry Provisions. The Bonds shall be initially issued in the forin of a separate single fully registered Bond for each of the maturities of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of "Cede & Co.", or any successor thereto, as nominee of the Depository. All of the outstanding Bonds from time to time shall be registered in the Bond Register in the name of Cede & 'Co., as nominee of the Depository. The Mayor or Treasurer of the City are authorized to execute and deliver on behalf of the City such letters to or agreements with the Depository as shall be necessary to effectuate such book -entry system (any such letter or agreement being referred to herein as the "Representation Letter"). Without limiting the generality of the authority given with respect to entering into such Representation Letter, it may contain provisions relating to (a) payment procedures, (b) transfers of the Bonds or of beneficial interests therein, (c) redemption notices and procedures unique to the Depository, (d) additional notices or communications, and (e) amendment from time to time to conform, with changing custorns and practices with respect to securities industry transfer and payment practices. -7- With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of the Depository, the City and the Bond Registrar shall have no responsibility or obligation to any broker -dealer, bank or other financial institution for which the Depository holds Bonds from time to time as securities depository (each such broker -dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds. Without limiting the meaning of the immediately preceding sentence, the City and the Bond Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (b) the delivery to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (c) the payment to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to principal of or interest on the Bonds. No person other than a registered owner of a Bond as shown in the Bond Register shall receive a Bond certificate with respect to any Bond. Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subJect to the provisions hereof with respect to the payment of interest to the registered owners of Bonds at the close of business on the applicable record date, the name "Cede & Co. " in this Ordinance shall refer to such new nominee of the Depository. In the event that (a) the City determines that the Depository is incapable of discharging its responsibilities, (b) the agreement among the City, the Bond Registrar and the Depository evidenced by the Representation Letter shall be terminated or invalidated for any reason or (c) the City determines that it is in the best interests of the City or of the beneficial owners of the In Bonds that they be able to obtain certificated Bonds, the City shall notify the Depository and the Depository Participants of the availability of Bond certificates, and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co., as nominee of the Depository. Alternatively, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a book -entry system, as may be acceptable to the City, or such depository's agent or designee, but if the City does not select such alternate book -entry system, then the Bonds shall be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of the Depository, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. Section 6. Execution; Authentication. The Bonds shall be executed on behalf of the City by the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly authorized facsimile signature of its City Clerk, as they may determine, and shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the City. In case any such officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have thereon a certificate of authentication, substantially in the form hereinafter set forth, duly executed by the Bond Registrar as authenticating agent of the City and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled lo any security or benefit under this Ordinance unless and until such certificate of authentication shall WE have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has, been authenticated and delivered under this Ordinance. The 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 7. Registration and Exchange or Transfer of Bonds; Persons Treated as Owners. The City shall cause books (the "Bond Register") for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, or successor registrar and location. The City is authorized to prepare, and the Bond Registrar or such other agent as the City may designate shall keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of Bonds. Subject to the provisions of this Ordinance relating to the Bonds in Book Entry Form, any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer or exchange of any Bond at the principal corporate trust office of the Bond Registrar, duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the City shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the case of an exchange, the registered owner, a new fully registered Bond or Bonds of like tenor, of the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. -10- The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the Record Date for an interest payment to the opening of business on such interest payment date. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided, however, the principal amount of Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized principal amount of Bonds for such maturity less the amount of such Bonds which have been paid. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the City or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Section 8. For7n of Bonds. The Bonds shall be in substantially the form hereinafter set forth; provided, however, that if the text of the Bonds is to be printed in its entirety on the front side of the Bonds, then the second paragraph on the front side and the legend "See Reverse Side for Additional Provisions" shall be omitted and the text of paragraphs set forth for the reverse side shall be inserted immediately after the first paragraph. -11- REGISTERED No. [Form of Bond - Front Side] UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF McHENRY CITY OF MMENRY GENERAL OBLIGATION REFUNDING BOND (SALEs TAx ALTERNATE REVENUE SOURCE) See Reverse Side for Additional Provisions Interest Maturity Rate: % Date: December 1, Registered Owner: CEDE & CO. Principal Amount: SERIES 2000B Dated Date: November 1, 2000 REGISTERED CUSIP: 581170 Dollars KNOW ALL PERSONS By THESE PRESENTS that the City of McHenry, McHenry County, Illinois, a municipality and political subdivision of the State of Illinois (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above (subject to right of prior redemption as hereinafter stated), the Principal Amount identified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the Dated Date of this Bond identified above or from the most recent interest payment date to which interest has been paid or duly provided for at the Interest Rate per annum identified above, such interest to be payable on June 1, 2001, and semiannually thereafter on June I and December I of each year until the Principal Amount is paid or duly -12- provided for. The principal of this Bond is payable in lawful money of the United States of America upon presentation hereof at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as paying agent and bond registrar (the "Bond Registrar"). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the City maintained by the Bond Registrar at the close of business on the applicable Record Date (the "Record Date"). The Record Date shall be the 15th day of the month next preceding any regular or other interest payment date occurring on the Ist day of any month. Interest shall be paid by check or draft of the Bond Registrar, payable upon presentation in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar, or as otherwise agreed by the City and Cede & Co., as nominee, or successor, for so long as this Bond is held by Depository Trust Company, New York, New York, the Depository, or nominee, in book -entry only form as provided for same. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been done and have happened and have been performed in regular and due form of law; that the indebtedness of the City, including the issue of Bonds of which this is one, does not exceed any limitation imposed by law; that provision has been made for the collection of the Pledged Revenues, the levy and collection of the Pledged Taxes, and the segregation of all Pledged Moneys to pay the interest hereon as it falls due and also to pay and discharge the principal hereof at maturity; and that the City hereby covenants and -13- agrees that it will properly account for said Pledged Moneys and will comply with all the covenants of and maintain the funds and accounts as provided by the Ordinance. FOR THE PROMPT PAYMENT OF THIS BOND, BOTH PRINCIPAL AND INTEREST AT MATURITY, THE FULL FAITH, CREDIT AND RESOURCES OF THE CITY ARE HEREBY IRREVOCABLY PLEDGED. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. -14- IN WITNESS WHEREOF the City of McHenry, McHenry County, Illinois, by its City Council, has caused this Bond to be executed with the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly authorized facsimile signature of its City Clerk and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. �n /Q�o Mayor City of McHenry McHenry County, Illinois ATTEST: City Clerk City of McHenry McHenry County, Illinois [SEAL] -15- Date of Authentication: , CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Ordinance and is one of the General Obligation Refunding Bonds (Sales Tax Alternate Revenue Source), Series 2000B of the City of McHenry, McHenry County, Illinois. American National Bank and Trust Company of Chicago, as Bond Registrar am Authorized Officer Bond Registrar and Paying Agent: American National Bank and Trust Company of Chicago, Chicago, Illinois [Form of Bond - Reverse Side] This bond and the bonds of the series of which it forms a part ( "Bond" and "Bonds" respectively) are of an authorized issue of One Million Four Hundred Thousand Dollars ($1,400,000) Series 2000B Bonds of like dated date and tenor except as to maturity, rate of interest and privilege of redemption and are issued pursuant to the Local Government Debt Reform Act of the State of Illinois, as amended (the "Act"). The Bonds are issued pursuant to the Act for the purpose of refunding certain alternate bonds previously issued by the City and payable from certain sales taxes received by the City (the "Pledged Revenues") of the City as more fully described in the hereinafter defined Ordinance. The Bonds are payable from the Pledged Revenues and the Pledged Taxes of the City. The Bonds are on a parity with and share ratably and equally in the Pledged Revenues with the General Obligation Bonds (Sales Tax Alternate Revenue Source), Series 1997A. -16- The Bonds are issued pursuant to authorizing ordinances passed by the City Council of the City (the "Corporate Authorities") on various dates, and by a more complete bond ordinance passed by the Corporate Authorities on the 18th day of October 2000 (the "Ordinance "), to which reference is hereby expressly made for further definitions and terms and to all the provisions of which the Registered Owner by the acceptance of this Bond assents. This Bond does not and will not constitute an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation, unless the Pledged Taxes shall be extended pursuant to the general obligation, full faith and credit promise supporting the Bonds, in which case the amount of the Bonds then Outstanding shall be included in the computation of indebtedness of the City for purposes of all statutory provisions or limitations until such time as an audit of the City shall show that the Bonds shall have been paid from the Pledged Revenues for a complete fiscal year. This Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in the Ordinance. Upon surrender for transfer or exchange of this Bond at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the City shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the case of an exchange, the Registered Owner, a new fully registered Bond or Bonds of like tenor, of the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. -17- The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the Record Date for an interest payment to the opening of business on such interest payment date. The City and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. in Section 9. Sale of Bonds. The Bonds shall be executed as in this Ordinance provided as soon after the passage hereof as may be, shall be deposited with the City Treasurer, and shall be by such officer delivered to the purchasers thereof, namely, William R. Hough & Co., St. Petersburg, Florida (the "Undenvriter"), upon payment of the purchase price agreed upon, the same being par plus accrued interest to date of delivery. The contract for the sale of the Bonds to the Underwriter, as evidenced by the Official Bid Form, in form as previously submitted to and presented to the Corporate Authorities as executed by designated officers of the City and by the Underwriter (the "Purchase Contract"), is hereby in all respects ratified, approved and confirmed; it being hereby declared that no person holding any office of the; City, either by election or appointment, is in any manner financially interested directly, in his own name or indirectly in the name of any other person, association, trust or corporation, in such contract for the sale of the Bonds to the Underwriter. The use by the Underwriter of any Preliminary Official Statement and any final Official Statement relating to the Bonds and before the Corporate Authorities at the time of the adoption hereof is hereby ratified, approved and authorized; the execution and delivery of said final Official Statement is hereby authorized; and the officers of the Corporate Authorities are hereby authorized to take any action as may be required on the part of the City to consummate the transactions contemplated by the Purchase Contract, this Ordinance, said Preliminary Official Statement, said final Official Statement and the Bonds. Section 10. Treatment of Bonds As Debt. The Bonds shall be payable from the Pledged Moneys and do not and shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation, unless the Pledged Taxes shall be extended pursuant to the general obligation, full faith and credit promise supporting the Bonds, as set forth in Section 13 hereof, in which case the amount of the Bonds then Outstanding shall be included -19- in the computation of indebtedness of the City for purposes of all statutory provisions or limitations until such time as an audit of the City shall show that the Bonds have been paid from the Pledged Revenues for a complete Fiscal Year, in accordance with the Act. Section 11. 2000B Alternate Bond Fund. There is hereby created a special fund of the City, which fund shall be held separate and apart from all other funds and accounts of the City and shall be known as the "2000B Alternate Bond Fund" (the "Bond Fund"). The purpose of the Bond Fund is to provide a fund to receive and disburse the Pledged Revenues for the Bonds and to receive and disburse Pledged Taxes for any (or all) of the Bonds. There are hereby created two accounts of Bond Fund, designated the Pledged Revenues Account and the General Account. All Pledged Revenues as required for the Series 2000B Bonds shall be deposited to the credit of the Pledged Revenues Account, and all Pledged Taxes shall be deposited to the credit of the General Account. The Bond Fund and its respective accounts constitute a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the City by this Ordinance. The Pledged Revenues is to be paid to the Treasurer of the City by the officers who collect or receive the Pledged Revenues. The Treasurer of the City shall deposit the Pledged Revenues to the Pledged Revenues Account of the Bond Fund (at the times and in the amounts required by this Ordinance). Any Pledged Taxes received by the City shall promptly be deposited into the General Account of the Bond Fund. Pledged Taxes on deposit to the credit of the General Account of the Bond Fund shall be fully spent to pay the principal of and interest and premium, if any, on the series of Bonds for which such taxes were levied and collected prior to use of any moneys on deposit in the Pledged Revenues Account of the Bond Fund. -20- Section 12. Use of Bond Proceeds. The proceeds derived from the sale of the Bonds shall be used as follows: A. Accrued interest received by the City upon the sale of the Bonds shall be remitted by the Treasurer for deposit into the Pledged Revenues Account of the Bond Fund, and be used to pay first interest coming due on the Bonds. B. The City shall then allocate from the Bond proceeds the sum necessary for expenses incurred in the issuance of the Bonds which shall be either paid directly upon the delivery of the Bonds or held by the Treasurer and disbursed for such issuance expenses from time to time in accordance with usual City procedures for the disbursement of funds, which disbursements are hereby expressly authorized. Moneys not disbursed for such purposes within six months shall be transferred by the City for deposit into the Pledged Revenues Account of the Bond Fund, as previously described. C. The sum necessary, together with such money in the debt service funds for the Refunded Bonds as may be advisable for the purpose, shall be used to provide for the Refunding, and the payment of such other expenses as may be designated, including the payment of such expenses as may be designated. To effectuate the Refunding, the Series 1990 Bonds are hereby called for redemption in accordance and in the manner provided in the ordinance authorizing the Series 1990 Bonds. Section 13. Pledged Taxes; Tax Levy. For the purpose of providing funds required to pay the interest on the Bonds promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity, and as provided in Section 15 of the LGDR Act, there is hereby levied upon all of the taxable property within the City, in the years for which any of the Bonds are outstanding, a direct annual tax sufficient for that purpose; and there is hereby levied -21- on all of the taxable property in the City, in addition to all other taxes, the following direct annual taxes (the Pledged Taxes as hereinabove defined): FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE DOLLAR SUM OF: 2000 $308,650.00 for interest and principal up to and including June 1, 2002 (net of funds on hand) 2001 $297,150.00 for interest and principal 2002 $334,500.00 for interest and principal 2003 $320,700.00 for interest and principal 2004 $306,900.00 for interest and principal Interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Taxes herein levied; and when the Pledged Taxes shall have been collected, reimbursement shall be made to said funds in the amount so advanced. The City covenants and agrees with the purchasers and registered owners of the Bonds that so long as any of the Bonds remain outstanding, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to levy and collect the foregoing tax levy. The City and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes may be levied, extended and collected as provided herein and deposited into the Bond Fund. Section 14. Filing ivith County Clerk. Forthwith upon the passage of this Ordinance, the City Clerk of the City is hereby directed to file a certified copy of this Ordinance with the County Clerk, and it shall be the duty of the County Clerk to annually in and for each of the years 2000 to 2004, inclusive, ascertain the rate necessary to produce the tax herein levied, and extend the same for collection on the tax books against all of the taxable property within the City in connection with other taxes levied in each of said years for general municipal purposes, in -22- order to raise the respective amounts aforesaid and in each of said years such annual tax shall be computed, extended and collected in the same manner as now or hereafter provided by law for the computation, extension and collection of taxes for general municipal purposes of the City. Section 15. Abatement of Pledged Taxes. As provided in the LGDR Act, whenever the Pledged Revenues shall have been determined by the Corporate Authorities to provide in any year an amount not less than 1.25 times debt service of the Series 2000B Bonds payable from the Pledged Revenues for such years, the Corporate Authorities or the officers of the City acting with proper authority, shall direct the abatement of the Pledged Taxes, and proper notification of such abatement shall be filed with the County Clerk in a timely manner to effect such abatement. Section 16. Pledged Revenues; General Covenants. The City covenants and agrees with the holders of the Series 2000B Bonds that, so long as any Series 2000B Bonds remain Outstanding: A. The Pledged Revenues are hereby pledged to the payment of the Series 2000B Bonds; and the Corporate Authorities covenant and agree to provide for, collect and apply the Pledged Revenues to the payment of all of such bonds as are from time to time Outstanding Bonds and the provision of not less than an additional 0.25 times debt service thereon, all in accordance with Section 15 of the Act. B. The City will punctually pay or cause to be paid from the Pledged Revenues Account of the Bond Fund the principal of, interest on and premium, if any, to become due in respect to the Series 2000B Bonds in strict conformity with the terms of the Series 2000B Bonds and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. -23- C. The City will pay and discharge, or cause to be paid and discharged, from the Pledged Revenues Account of the Bond Fund any and all lawful claims which, if unpaid, might become a lien or charge upon the Pledged Revenues, or any part thereof, or upon any such funds in the hands of the Bond Registrar, or which might impair the security of the Series 2000B Bonds. Nothing herein contained shall require the City to make any such payment so long as the City in good faith shall contest the validity of' said claims. D. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Pledged Revenues and to the Pledged Revenues Account of the Bond Fund and the Bond Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the holders of not less than ten per cent (10%) of the principal amount of the Outstanding Series 2000B Bonds or their representatives authorized in writing. E. The City will preserve and protect the security of the Series 2000B Bonds and the rights of the registered owners of the Series 2000B Bonds, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Series 2000B Bonds by the City, the Series 2000B Bonds shall be incontestable by the City. F. The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the holders of the Series 2000B Bonds of the rights and benefits provided in this Ordinance. -24- G. As long as any Series 2000B Bonds are Outstanding, the City will continue to deposit the Pledged Revenues and, if necessary, the Pledged Taxes to the appropriate accounts of the Bond Fund. The City covenants and agrees with the purchasers of the Series 2000B Bonds and with the registered owners thereof that so long as any Series 2000B Bonds remain Outstanding, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to collect the Pledged Revenues. The City and its officers will comply with all present and future applicable laws in order to assure that the Pledged Revenues and the Pledged Taxes may be collected as provided herein and deposited into the Bond Fund. H. Once issued, the Series 2000B Bonds shall be and forever remain until paid or defeased the general obligation of the City, for the payment of which its full faith and credit are pledged, and shall be payable, in addition to the Pledged Revenues, from the levy of the Pledged Taxes as provided in the Act. Section 17. Additional Bonds. The City reserves the right to issue Additional Bonds without limit from time to time payable from Pledged Revenues, and any such Additional Bonds shall share ratably and equally in the with the Prior Alternate Bonds and the Series 2000B Bonds, as applicable; provided, however, that no Additional Bonds shall be issued except in accordance with the provisions of the Act. Section 18. Refunding Bonds. Refunding bonds issued to refund, whether at or in advance of maturity, Bonds issued under this Ordinance, may be issued by the Corporate Authorities hereunder, and, upon such issuance, shall be "Bonds" as defined hereunder, subject to the limitations hereof and in accordance with the provisions of the Act. Section 19. Defeasance. Bonds which are no longer Outstanding Bonds as defined in this Ordinance shall cease to have any lien on or right to receive or be paid from the Pledged -25- Revenues or the Pledged Taxes, and shall no longer have the benefits of any covenant for the registered owners of Outstanding Bonds as set forth herein as such relates to lien and security for the Bonds in the Pledged Revenues or the Pledged Taxes, for either series. Section 20. Non -Arbitrage and Tax -Exemption. One purpose of this Section is to set forth various facts regarding the Bonds and to establish the expectations of the Corporate Authorities and the City as to future events regarding the Bonds and the use of Bond proceeds. The certifications, covenants and representations contained herein and at the time of the Closing are made on behalf of the City for the benefit of the owners from time to time of the Bonds. In addition to providing the certifications, covenants and representations contained herein, the; City hereby covenants that it will not take any action, omit to take any action or permit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Bonds) if taking, permitting or omitting to take such action would cause any of the Bonds to be an arbitrage bond or a private activity bond within the meaning of the Code or would otherwise cause the interest on the Bonds to be included in the gross income of the recipients thereof for federal income tax purposes. The City acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from Federal income taxation for interest paid on the Bonds, under present rules, the City is treated as the "taxpayer" in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination.. The Corporate Authorities and the City certify, covenant and represent as follows: 1.1. Definitions. In addition to such other words and terms used and defined in this Ordinance, the following words and terms used in this Section shall have the following meanings unless, in either case, the context or use clearly indicates another or different meaning is intended: "Bond Counsel" means Chapman and Cutler or any other nationally recognized firm of attorneys experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds. -26- "Closing" means the first date on which the City is receiving the purchase price for the Bonds. "Code" means the Internal Revenue Code of 1986. "Commingled Fund" means any fund or account containing both Gross Proceeds and an amount in excess of $25,000 that are not Gross Proceeds if the amounts in the fund or account are invested and accounted for, collectively, without regard to the source of funds deposited in the fund or account. An open-ended regulated investment company under Section 851 of the Code is not a commingled fund. "Control" means the possession, directly or indirectly through others, of either of the following discretionary and non -ministerial rights or powers over another entity: (a) to approve and to remove without cause a controlling portion of the governing body of a Controlled Entity; or (b) to require the use of funds or assets of a Controlled Entity for any purpose. "Controlled Entity" means any entity or one of a group of entities that is subject to Control by a Controlling Entity or group of Controlling Entities. "Controlled Group" means a group of entities directly or indirectly subject to Control by the same entity or group of entities, including the entity that has the Control of the other entities. "Controlling Entity" means any entity or one of a group of entities directly or indirectly having Control of any entities or group of entities. "Costs of Issuance " means the costs of issuing the Bonds, including underwriters' discount and legal fees. "De minimis Amount of Original Issue Discount or Premium " means (a) any original issue discount or premium that does not exceed two percent of the stated redemption price at maturity of the Bonds plus (b) any original issue premium that is attributable exclusively to reasonable underwriter's compensation. "External Commingled Fund" means a Commingled Fund in which the City and all members of the same Controlled Group as the City own, in the aggregate, not more than ten percent of the beneficial interests. "GIC" means (a) any investment that has specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate and (b) any agreement to supply investments on two or more future dates (e.g., a forward supply contract). -27- "Gross Proceeds" means amounts in the Bond Fund. "Placed -in -Service" means the date on which, based on all facts and circumstances (a) a facility has reached a degree of completion that would permit its operation at substantially its design level and (b) the facility is, in fact, in operation at such level. "Prior Bond Fund" means the fund or funds established in connection with the issuance of the Prior Bonds to pay the debt service on the Prior Bonds. "Prior Bond Proceeds" means amounts actually or constructively received from the sale of the Refunded Bonds, including (a) amounts used to pay underwriters' discount or compensation and accrued interest, other than accrued interest for a period not greater than one year before the Refunded Bonds were issued but only if it is to be paid within one year after the Refunded Bonds were issued and (b) amounts derived from the sale of any right that is part of the terms of a Refunded Bond or is otherwise associated with a Refunded Bond (e.g., a redemption right). "Prior Bonds" means the City's outstanding issues being refunded by the Bonds, as more particularly described in the preambles hereof. "Prior Project" means the facilities financed, directly or indirectly with the proceeds of the Prior Bonds. "Qualified Administrative Costs of Investments" means (a) reasonable, direct administrative costs (other than carrying costs) such as separately stated brokerage or selling commissions (other than a broker's commission paid on behalf of either the City or the provider of a GIC to the extent such commission exceeds the lesser of a reasonable amount or the present value of annual payments equal to 0.05 percent of the weighted average amount reasonably expected to be invested each year of the term of the GIC; for this purpose, present value is computed using the taxable discount rate used to compute the commission or, if not readily ascertainable, a reasonable taxable discount rate), but not legal and accounting fees, recordkeeping, custody and similar costs; (b) all administrative costs, direct or indirect, incurred by a publicly offered regulated investment company or an External Commingled Fund; or (c) in the case of purpose investments, costs or expenses paid directly to purchase, carry, sell or retire the investment and costs of issuing, carrying, or repaying the Bonds, and any placement agent fee or underwriter's discount. "Qualified Tax Exempt Obligations" means (a) any obligation described in Section 103(a) of the Code, the interest on which is excludable from gross income of the owner thereof for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed by Section 55 of the Code; (b) an interest in a regulated investment company to the extent that at least ninety-five percent of the income to the holder of the interest is interest which is excludable from gross income under Section 103 of the Code of any owner thereof for federal income tax WE purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed by Section 55 of the Code; and (c) certificates of indebtedness issued by the United States Treasury pursuant to the Demand Deposit State and Local Government Series program described in 31 C.F.R. part 344. "Rebate Fund" means the fund, if any, identified and defined in paragraph 4.1 herein. "Rebate Provisions" means the rebate requirements contained in Section 148(f) of the Code and in the Regulations. "Refunded Bonds" means those certain Prior Bonds being refunded by the Bonds. "Regulations" means United States Treasury Regulations dealing with the tax- exempt bond provisions of the Code. "Reimbursed Expenditures" means amounts, if any, used from Sale Proceeds or investment earnings thereon to reimburse the City for an expenditure paid prior to Closing. "Sale Proceeds" means amounts actually or constructively received from the sale of the Bonds, including (a) amounts used to pay underwriters' discount or compensation and accrued interest, other than accrued interest for a period not greater than one year before Closing but only if it is to be paid within one year after Closing and (b) amounts derived from the sale of any right that is part of the terms of a Bond or is otherwise associated with a Bond (e.g., a redemption right). "Sale Proceeds Funds" means the funds containing amounts derived by the sale of the Bonds or investment earnings thereon. "Transferred Proceeds" means Prior Bond Proceeds, plus investment earnings thereon, which have not been spent prior to the date principal on the Refunded Bonds is discharged by the Refunding Portion of the Bonds. "Yield" means that discount rate which when used in computing the present value of all payments of principal and interest paid and to be paid on an obligation (using semiannual compounding on the basis of a 360-day year) produces an amount equal to the obligation's purchase price (or in the case of the Bonds, the issue price as established in paragraph 5.1 hereof), including accrued interest. "Yield Reduction Payment" means a rebate payment or any other amount paid to the United States in the same manner as rebate amounts are required to be paid or at such other time or in such manner as the Internal Revenue Service may prescribe that will be treated as a reduction in Yield of an investment under the Regulations. -29- 2.1. Purpose of the Bonds. The Bonds are being issued to refund the Refunded Bonds within 90 days of Closing in a prudent manner consistent with the revenue needs of the City. A breakdown of the sources and uses of funds is set forth in the preceding Section 12 of this Ordinance. 2.2. Bond Fund Investment. The investment earnings on the Bond Fund will be spent to pay interest on the Bonds, or to the extent permitted by law, investment earnings on amounts in Bond Fund will be commingled with substantial revenues from the governmental operations of the City, and the earnings are reasonably expected to be spent for governmental purposes within six months of the date earned. Interest earnings on the Bond Fund have not been earmarked or restricted by the Corporate Authorities for a designated purpose. Except to pay the Refunded Bonds, no proceeds of the Bonds will be used more than 30 days after the date of issue of the Bonds for the purpose of paying any principal or interest on any issue of bonds, notes, certificates or warrants or on any installment contract or other obligation of the City or for the purpose of replacing any funds of the City used for such purpose. 2.3. Reimbursement. None of the Sale Proceeds or investment earnings thereon will be used for Reimbursed Expenditures. 2.4. Working Capital. All amounts in the Sale Proceeds Funds will be used, directly or indirectly, to pay principal of, interest on and redemption premium on (if any) of the Refunded Bonds, other than the following: (a) payments of interest on the Bonds for the period commencing at Closing and ending on the date one year after the date on which the Prior Project is Placed -in -Service; (b) Costs of Issuance and Qualified Administrative Costs of Investments; (c) payments of rebate or Yield Reduction Payments made to the United States under the Regulations; and (d) principal of or interest on the Bonds paid from unexpected excess Sale Proceeds and investment earnings thereon. 2.5. Consequences of Contrary Expenditure. The City acknowledges that if amounts in the Sale Proceeds Funds and investment earnings thereon are spent other than as permitted by paragraph 2.4 hereof, a like amount of then available funds of the City will be treated as unspent Sale Proceeds. 2.6. Investment of Bond Proceeds No portion of the Bonds is being issued solely for the purpose of investing a portion of Sale Proceeds or investment earnings thereon at a Yield higher than the Yield on the Bonds. -30- 2.7. No Grants. None of the Sale Proceeds or investment earnings thereon will be used to make grants to any person. 2.8. Hedges. Neither the City nor any member of the same Controlled Group as the City has entered into or expects to enter into any hedge (e.g., an interest rate swap, interest rate cap, futures contract, forward contract or an option) with respect to the Bonds or the Prior Bonds. The City acknowledges that any such hedge could affect the calculation of Bond Yield under the Regulations, and that the Internal Revenue Service could recalculate Bond Yield if the failure to account for the hedge fails to clearly reflect the economic substance of the transaction. 2.9. Abusive Transactions. Neither the City nor any member of the same Controlled Group as the City has employed a device or entered into any arrangements or understandings in connection with the issuance of the Bonds or the advance refunding of the Refunded Bonds, or in connection with any transaction or series of transactions related to the issuance of the Bonds or the advance refunding of the Refunded Bonds, to obtain a material financial advantage based on arbitrage. Neither the City nor any member of the same Controlled Group as the City will realize any material financial advantage based on arbitrage in connection with the issuance of the Bonds or the advance refunding of the Refunded Bonds, or in connection with any transaction or series of transactions related to the issuance of the Bonds or the advance refunding of the Refunded Bonds. In particular, neither the City nor any member of the same Controlled Group as the City will receive a rebate or credit resulting from any payments having been made in connection with the issuance of the Bonds or the advance refunding of the Refunded Bonds. 3.1. Use of Proceeds. (a) The use of the Sale Proceeds and investment earnings thereon and the funds held under this Ordinance at the time of Closing are described in the preceding Section of this Ordinance. (b) Only the funds and accounts described in said Section will be funded at Closing. There are no other funds or accounts created under this Ordinance. (c) Principal of and interest on the Bonds will be paid from the Bond Fund. (d) Any Costs of Issuance incurred in connection with the Bonds to be paid by the City will be paid at the time of Closing. 3.2. Purpose of Bond Fund. The Bond Fund will be used primarily to achieve a proper matching of revenues and earnings with principal and interest payments on the Bonds in each bond year. It is expected that the Bond Fund will be depleted at least once a year, except for a reasonable carry over amount not to exceed the greater of (a) the earnings on the investment of moneys in the Bond Fund for the immediately preceding bond year or (b) 1/12th of the principal and interest payments on the Bonds for the immediately preceding bond year. -31- 3.3. The Prior Bonds. (a) As of the earlier of (i) the time of the Closing or (ii) the date three years after the Prior Bonds were issued, all Prior Bond Proceeds, including investment earnings thereon, were completely spent. (b) As of the date hereof, no Prior Bond Proceeds or money or property of any kind (including cash) is on deposit in any fund or account, regardless of where held or the source thereof, with respect to the Prior Bonds or any credit enhancement or liquidity device relating to the foregoing, or is otherwise restricted to pay the City's obligations other than amounts on deposit in the Escrow Account. (c) The Prior Bond Fund was used primarily to achieve a proper matching of revenues and earnings with principal and interest payments on the Prior Bonds in each bond year. The Prior Bond Fund was depleted at least once a year, except for a reasonable carry over amount not to exceed the greater of (i) the earnings on the investment of moneys in such account for the immediately preceding bond year or (h) one -twelfth (1/12th) of the principal and interest payments on the Prior Bonds and the other bonds secured by such account for the immediately preceding bond year. (d) At the time the Prior Bonds were issued, the City reasonably expected to spend at least 85% of the proceeds (including investment earnings) of the Prior Bonds to be used for non -refunding purposes for such purposes within three years of the date the Prior Bonds were issued and such proceeds were so spent. Not more than 50% of the proceeds of the Prior Bonds to be used for non -refunding purposes was invested in investments having a substantially guaranteed Yield for four years or more. (e) The Refunded Bonds subject to redemption prior to maturity will be called on the first optional redemption date of the Refunded Bonds. (f) The Refunded Bonds do not include any advance refunding obligations. (g) The City has not been notified that the Prior Bonds are under examination by the Internal Revenue Service, and to the best of the City's knowledge the Prior Bonds are not under examination by the Internal Revenue Service. 3.5. No Other Gross Proceeds. (a) Except for the Bond and excerpt for investment earnings that have been commingled as described in paragraph 2.2 and any credit enhancement or liquidity device related to the Bonds, after the issuance of the Bonds, neither the City nor any member of the same Controlled Group as the City has or will have any property, including cash or securities that constitutes: (i) Sale Proceeds; (ii) amounts in any fund and account with respect to the Bonds (other than the Rebate Fund); (iii) Transferred Proceeds; -32- (iv) amounts that have a sufficiently direct nexus to the Bonds or to the governmental purpose of the Bonds to conclude that the amounts would have been used for that governmental purpose if the Bonds were not used or to be used for that governmental purpose (the mere availability or preliminary earmarking of such amounts for a governmental purpose, however, does not itself establish such a sufficient nexus); (v) amounts in a debt service fund, redemption fund, reserve fund, replacement fund or any similar fund to the extent reasonably expected to be used directly or indirectly to pay principal of or interest on the Bonds or any amounts for which there is provided, directly or indirectly, a reasonable assurance that the amount will be available to pay principal of or interest on the Bonds or any obligations under any credit enhancement or liquidity device with respect to the Bonds, even if the City encounters financial difficulties; (vi) any amounts held pursuant to any agreement (such as an agreement to maintain certain levels of types of assets) made for the benefit of the Bondholders or any credit enhancement provider, including any liquidity device or negative pledge (any amount pledged to pay principal of or interest on an issue held under an agreement to maintain the amount at a particular level for the direct or indirect benefit of Bondholders or a guarantor of the bonds); or (vii) amounts actually or constructively received from the investment and reinvestment of the amounts described in (1) or (ii) above. (b) No compensating balance, liquidity account, negative pledge of property held for investment purposes or similar arrangement exists with respect to, in any way, the Bonds or any credit enhancement or liquidity device related to the Bonds. (c) The term of the Bonds is not longer than is reasonably necessary for the governmental purposes of the Bonds. The average reasonably expected remaining economic life of the Prior Project is at least 10 years. The weighted average maturity of the Bonds does not exceed 5 years and does not exceed 120 percent of the average reasonably expected economic life of the Prior Project. The maturity schedule of the Bonds (the "Principal Payment Schedule") is based on an analysis of revenues expected to be available to pay debt service on the Bonds. The Principal Payment Schedule is not more rapid (i.e., having a lower average maturity) because a more rapid schedule would place an undue burden on tax rates and cause such rates to be increased beyond prudent levels, and would be inconsistent with the governmental purpose of the Bonds as set forth in paragraph 2.1 hereof. 4.1. Rebate Fund. The City is hereby authorized to create and establish a special fund to be known as the Rebate Fund (the "Rebate Fund"), which, if created, shall be continuously held, invested, expended and accounted for in accordance with this Ordinance. Moneys in the Rebate Fund shall not be considered moneys held for the benefit of the Bondholders. Except as provided in the Regulations, moneys in the Rebate -33- Fund (including earnings and deposits therein) shall be held in trust for payment to the United States as required by the Rebate Provisions and by the Regulations and as contemplated under the provisions of this Ordinance. 4.2. Compliance with Rebate Provisions. The City covenants to take: such actions and make, or cause to be made, all calculations, transfers and payments that may be necessary to comply with the Rebate Provisions applicable to the Bonds. The City will make, or cause to be made, rebate payments with respect to the Bonds in accordance with law. 4.3. Records. The City agrees to keep and retain or cause to be kept and retained until six years after the Bonds are paid in full adequate records with respect to the investment of all Gross Proceeds and amounts in the Rebate Fund. Such records shall include: (a) purchase price; (b) purchase date; (c) type of investment; (d) accrued interest paid; (e) interest rate; (f) principal amount; (g) maturity date; (h) interest payment date; (i) date of liquidation; and 0) receipt upon liquidation. If any investment becomes Gross Proceeds on a date other than the date such investment is purchased, the records required to be kept shall include the fair market value of such investment on the date it becomes Gross Proceeds. If any investment is retained after the date the last Bond is retired, the records required to be kept shall include the fair market value of such investment on the date the last Bond is retired. Amounts or investments will be segregated whenever necessary to maintain these records. 4.4. Prohibited Payments; Certificates of Deposit and Investment Agreements. In making investments of Gross Proceeds, the City shall take into account prudent investment standards including the date on which moneys to be invested may be needed. The City shall provide that all amounts which constitute Gross Proceeds and any amounts in the Rebate Fund shall be invested at all times to the greatest extent practicable in investments permitted under this Ordinance, and no amounts may be held as cash or be invested in zero Yield investments other than obligations of the United States purchased directly from the United States; provided, however, that in the event moneys cannot be invested, other than as provided in this sentence, due to the denomination, price or availability of investments, such amounts shall be invested in an interest bearing deposit account of a bank with a Yield not less than that paid to the general public or held uninvested (but uninvested amounts shall be held to the minimum amount necessary). For purposes of determining the purchase price of investments (for either yield restriction or rebate purposes), Gross Proceeds and any amounts in the Rebate Fund that are invested in certificates of deposit or in GICs shall be invested only in accordance with the following provisions: (a) Investments in certificates of deposit of banks or savings and loan associations that have a fixed interest rate, fixed payment schedules and substantial penalties for early withdrawal shall be made only if either (i) the Yield -34- on the certificate of deposit (A) is not less than the Yield on reasonably comparable direct obligations of the United States and (B) is not less than the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public or (ii) the investment is an investment in a GIC and qualifies under paragraph (b) below. (b) Investments in GICs shall be made only if (i) the bid specifications are in writing, include all material terms of the bid and are timely forwarded to potential providers (a term is material if it may directly or indirectly affect the yield on the GIC); (ii) the terms of the bid specifications are commercially reasonable (a term is commercially reasonable if there is a legitimate business purpose for the term other than to reduce the yield on the GIC); (iii) all bidders for the GIC have equal opportunity to bid so that, for example, no bidder is given the opportunity to review others bids (a last look) before bidding; (iv) any agent used to conduct the bidding for the GIC does not bid to provide the GIC; (v) at least three of the providers solicited for bids for the GIC are reasonably competitive providers of investments of the type purchased (i.e., providers that have established industry reputations as competitive providers of the type of investments being purchased); (vi) at least three of the entities that submit a bid do not have a financial interest in the Bonds; (vii) at least one of the entities that provided a bid is a reasonably competitive provider that does not have a financial interest in the Bonds; (viii) the bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the City or any other person (whether or not in connection with the Bonds) and that the bid is not being submitted solely as a courtesy to the City or any other person for purposes of satisfying the federal income tax requirements relating to the bidding for the GIC; -35- (ix) the determination of the terms of the GIC takes into account the reasonably expected deposit and drawdown schedule for the amounts to be invested; (x) the highest -yielding GIC for which a qualifying bid is made (determined net of broker's fees) is in fact purchased; and (xi) the obligor on the GIC certifies the administrative costs that it is paying or expects to pay to third parties in connection with the GIC. (c) If a GIC is purchased, the City will retain the following records with its bond documents until three years after the Bonds are redeemed in their entirety: (i) a copy of the GIC; (ii) the receipt or other record of the amount actually paid for the GIC, including a record of any administrative costs paid, and the certification under paragraph (b)(xi) of this Section; (iii) for each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results; and (iv) the bid solicitation form and, if the terms of the GIC deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. Moneys to be rebated to the United States shall be invested to mature on or prior to the anticipated rebate payment date. All investments made with Gross Proceeds or amounts in the Rebate Fund shall be bought and sold at fair market value. The fair market value of an investment is the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction. Except for investments specifically described in this Section and United States Treasury obligations that are purchased directly from the United States Treasury, only investments that are traded on an established securities market, within the meaning of regulations promulgated under Section 1273 of the Code, will be purchased with Gross Proceeds. In general, an "established securities market" includes: (i) property that is listed on a national securities exchange, an interdealer quotation system or certain foreign exchanges; (ii) property that is traded on a Commodities Futures Trading Commission designated Corporate Authorities of trade or an interbank market; (iii) property that appears on a quotation medium; and (iv) property for which price quotations are readily available from dealers and brokers. A debt instrument is not treated as traded on an established market solely because it is convertible into property which is so traded. -36- An investment of Gross Proceeds in an External Commingled Fund shall be made only to the extent that such investment is made without an intent to reduce the amount to be rebated to the United States Government or to create a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the rebate or Yield restriction requirements not been relevant to the City. An investment of Gross Proceeds shall be made in a Commingled Fund other than an External Commingled Fund only if the investments made by such Commingled Fund satisfy the provisions of this paragraph. The foregoing provisions of this paragraph 4.4 satisfy various safe harbors set forth in the Regulations relating to the valuation of certain types of investments. The safe harbor provisions of this paragraph 4.4 are contained herein for the protection of the City, who has covenanted not to take any action to adversely affect the tax-exempt status of the interest on the Bonds. The City will contact Bond Counsel if it does not wish to comply with the provisions of this paragraph 4.4 and forego the protection provided by the safe harbors provided herein. 4.5. Arbitrage Elections. The Mayor, Clerk and Treasurer of the Corporate Authorities are hereby authorized to execute one or more elections regarding certain matters with respect to arbitrage. 5.1. Issue Price. For purposes of determining the Yield on the Bonds, the purchase price of the Bonds is equal to the first offering price at which the Purchaser sold at least ten percent of each maturity of the Bonds or is equal to par, plus accrued interest, if the Purchaser does not intend to resell the Bonds. 5.2. Yield Limits. (a) Except as provided in paragraph (b) or (c), all Gross Proceeds shall be invested at market prices and at a Yield (after taking into account any Yield Reduction Payments) not in excess of the Yield on the Bonds. (b) The following may be invested without Yield restriction: (i) amounts invested in Qualified Tax Exempt Obligations (to the extent permitted by the Act and this Ordinance); (ii) amounts in the Rebate Fund; (iii) amounts on deposit in the Bond Fund (except for capitalized interest) that have not been on deposit under the Ordinance for more than 13 months, so long as the Bond Fund continues to qualify as a bona fide debt service fund as described in paragraph 3.2 hereof, (iv) all amounts other than Sale Proceeds for the first 30 days after they become Gross Proceeds; and -37- (v) all amounts derived from the investment of Sale Proceeds and investment earnings thereon (except for investments in the Escrow Account) for a period of one year from the date received. (c) An amount not to exceed the lesser of $100,000 or five percent of the Sale Proceeds may be invested without regard to Yield restriction. 5.3. Continuing Nature of Yield Limits. Except as provided in paragraph 7.6, once moneys are subject to the Yield limits of paragraph 5.2 hereof, such moneys remain Yield restricted until they cease to be Gross Proceeds. 5.4. Federal Guarantees. Except for investments meeting the requirements of paragraph 5.2(b) hereof and except for investments in the Escrow Account, investments of Gross Proceeds shall not be made in (a) investments constituting obligations of or guaranteed, directly or indirectly, by the United States (except obligations of the United States Treasury, obligations guaranteed by the Federal Housing Administration, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, the Student Loan Marketing Association, any guarantee by the Bonneville Power Authority pursuant to the Northwest Power Act (16 U.S.C. 839d) as in effect on the date of enactment of the Tax Reform Act of 1984, or investments in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank, as amended (e.g., Refcorp Strips)); or (b) federally insured deposits or accounts (as defined in Section 149(b)(4)(B) of the Code). Except as permitted in the immediately prior sentence and in the Regulations, no portion of the payment of principal or interest on the Bonds or any other credit enhancement or liquidity device relating to the foregoing is or will be guaranteed, directly or indirectly (in whole or in part), by the United States (or any agency or instrumentality thereof). No portion of the Gross Proceeds has been or will be used to make loans the payment of principal or interest with respect to which is or will be guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof). 6.1. Payment and Use Tests. (a) No more than five percent of the proceeds of each issue of the Prior Bonds and investment earnings thereon were used, directly or indirectly, in whole or in part, in any activity carried on by any person other than a state or local governmental unit. (b) The payment of more than five percent of the principal of or the interest on each issue of the Prior Bonds or the Bonds considered separately were will not be, directly or indirectly (i) secured by any interest in (A) property used or to be used in any activity carried on by any person other than a state or local governmental unit or (B) payments in respect of such property or (ii) on a present value basis, derived from payments (whether or not to the City or a member of the same Controlled Group as the City) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. ma (c) No more than the lesser of five percent of the proceeds of each issue of the Prior Bonds and investment earnings thereon or $5,000,000 were used, and no more than the lesser of five percent of the Sale Proceeds of the Bonds and investment earnings thereon or $5,000,000 will be used, directly or indirectly, to make or finance loans to any persons. (d) No user of the Prior Project other than a state or local governmental unit will use more than five percent of such facilities, considered separately, on any basis other than the same basis as the general public; and no person other than a state or local governmental unit has been or will be a user of more than five percent of any Prior Project as a result of (i) ownership, (ii) actual or beneficial use pursuant to a lease or a management, service, incentive payment, research output contract, or (iii) any other similar arrangement, agreement or understanding, whether written or oral. (e) The City has not and will not enter into any arrangement that conveys to any person, other than a state or local government unit, special legal entitlements to any portion of the Prior Project that is available for use by the general public. No person, other than a state or local governmental unit, is receiving or will receive any special economic benefit from use of any portion of any Prior Project that is not available for use by the general public. (f) No more than the lesser of five percent of each issue of the Prior Bonds or $5,000,000 of the proceeds of each issue of the Prior Bonds were used, and no more than the lesser of five percent of the proceeds of the Bonds or $5,000,000 have been or will be used, to provide professional sports facilities. For purposes of this paragraph, the term "professional sports facilities" (i) means real property or related improvements used for professional sports exhibitions, games or training, regardless of whether the admission of the public or press is allowed or paid and (ii) includes any use of a facility that generates a direct or indirect monetary benefit (other than reimbursement for out-of-pocket expenses) for a person who uses such facilities for professional sport exhibitions, games or training. 6.2. I.R.S. Fonn 8038-G. The information contained in the Information Return for Tax -Exempt Governmental Obligations, Form 8038-G, is true and complete. The City will file Form 8038-G (and all other required information reporting forms) in a timely manner. 6.3. Bank Qualification. (a) The City hereby designates each of the Bonds as a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Code. In support of such designation, the City hereby certifies that (i) none of the Bonds will be at anytime a "private activity bond" (as defined in Section 141 of the Code) other than a "qualified 501(c)(3) bond" (as defined in Section 145 of the Code), (ii) as of the date hereof, the City has not issued any tax- exempt obligations of any kind in calendar year 2000 other than the Bonds nor have any tax-exempt obligations of any kind been issued on behalf of the City, except for the City's Special Service Area Number One A Bonds, Series 2000 and General Obligation -39- Refunding Bonds (Motor Fuel Tax Alternate Revenue Source), Series 2000A (collectively, the "Other 2000 Bonds"), and (iii) not more than $10,000,000 of obligations of any kind (including the Bonds and the Other 2000 Bonds) issued by or on behalf of the City during calendar year 2000 will be designated for purposes of Section 265(b)(3) of the Code. (b) The City is not subject to Control by any entity, and there are no entities subject to Control by the City. (c) On the date hereof, the City does not reasonably anticipate that for calendar year 2000 it will issue any Section 265 Tax -Exempt Obligations (other than the Bonds and the Other 2000 Bonds), or that any Section 265 Tax -Exempt Obligations will be issued on behalf of it. "Section 265 Tax -Exempt Obligations" are obligations the interest on which is excludable from gross income of the owners thereof under Section 103 of the Code, except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in Section 141 of the Code. The City will not issue or permit the issuance on behalf of it or by any entity subject to Control by the City (which may hereafter come into existence) of Section 265 Tax -Exempt Obligations (including the Bonds and the Other 2000 Bonds) that exceed the aggregate amount of $10,000,000 during calendar year 2000 unless it first obtains an opinion of Bond Counsel to the effect that such issuance will not adversely affect the treatment of the Bonds as "qualified tax-exempt obligations" for the purposes and within the meaning of Section 265(b)(3) of the Code. 7.1. Termination; Interest of City in Rebate Fund. The terms and provisions set forth in this Section shall terminate at the later of (a) 75 days after the Bonds have been fully paid and retired or (b) the date on which all amounts remaining on deposit in the Rebate Fund, if any, shall have been paid to or upon the order of the United States and any other payments required to satisfy the Rebate Provisions of the Code have been made to the United States. Notwithstanding the foregoing, the provisions of paragraph 4.3 hereof shall not terminate until the sixth anniversary of the date the Bonds are fully paid and retired. 7.2. No Common Plan of Financing. Since a date that is 15 days prior to the date of sale of the Bonds by the City to the Purchaser, neither the City nor any member of the same Controlled Group as the City has sold or delivered any obligations other than the Bonds that are reasonably expected to be paid out of substantially the same source of funds as the Bonds. Neither the City nor any member of the same Controlled Group as the City will sell or deliver within 15 days after the date hereof any obligations other than the Bonds that are reasonably expected to be paid out of substantially the same source of funds as the Bonds. No obligation other than the Bonds were sold on the same date as the Bonds, are being issued on the date of the Closing and were or are being offered pursuant to a single offering document, except for the General Obligation Refunding Bonds (Motor Fuel Tax Alternate Revenue Source), Series 2000A. 7.3. No Sale of the Prior Project. (a) Other than as provided in the next sentence, neither the Prior Project nor any portion thereof has been, is expected to be, or .m will be sold or otherwise disposed of, in whole or in part, prior to the earlier of (i) the last date of the reasonably expected economic life to the City of the property (determined on the date of issuance of the Bonds) or (ii) the last maturity date of the Bonds. The City may dispose of personal property in the ordinary course of an established government program prior to the earlier of (i) the last date of the reasonably expected economic life to the City of the property (determined on the date of issuance of the Bonds) or (ii) the last maturity of the Bonds, provided: (A) the weighted average maturity of the Bonds financing the personal property is not greater than 120 percent of the reasonably expected actual use of that property for governmental purposes; (B) the City reasonably expects on the issue date that the fair market value of that property on the date of disposition will be not greater than 25 percent of its cost; (C) the property is no longer suitable for its governmental purposes on the date of disposition; and (D) the City deposits amounts received from the disposition in a commingled fund with substantial tax or other governmental revenues and the City reasonably expects to spend the amounts on governmental programs within six months from the date of the commingling. (b) The City acknowledges that if property financed with the Prior Bonds is sold or otherwise disposed of in a manner contrary to (a) above, such sale or disposition may constitute a "deliberate action" within the meaning of the Regulations that may require remedial actions to prevent the Bonds from becoming private activity bonds. The City shall promptly contact Bond Counsel if a sale or other disposition of bond -financed property is considered by the City. 7.4. Use of Project. The City acknowledges and agrees that it will not use, or allow the Project to be used, in a manner which is prohibited by the Establishment of Religion Clause of the First Amendment to the Constitution of the United States of America or by any comparable provisions of the Constitution of the State of Illinois. 7.5. Future Events. The City acknowledges that any changes in facts or expectations from those set forth herein may result in different Yield restrictions or rebate requirements from those set forth herein. Such changes in facts or expectations might include, but are not in any respect whatsoever limited to, moneys or investments being pledged or otherwise set aside for payment of principal of or interest on the Bonds, amounts being derived from the sale of any right that is part of the terms of a Bond or is otherwise associated with a Bond (e.g., a redemption right) or the City entering into any agreement to maintain certain levels of types of assets for the benefit of a holder of a bond or any credit enhancement with respect to the Bonds or the sale of any bond - financed property. The City shall promptly contact Bond Counsel if such changes do occur. 7.6. Permitted Changes; Opinion of Bond Counsel. The Yield restrictions contained in paragraph 5.2 or any other restriction or covenant contained herein need not be observed or may be changed if the City receives an opinion of Bond Counsel to the effect that such nonobservance or change will not result in the loss of any exemption for the purpose of federal income taxation to which interest on the Bonds is otherwise entitled. -41- 7.7. Excess Proceeds. Gross Proceeds of the Bonds and investment earnings thereon and all unspent Prior Bond Proceeds as of the date of Closing and investment earnings thereon do not exceed by more than one percent of the Sale Proceeds of the Bonds the amount that will be used for: (i) payment of principal of or interest or call premium on the Refunded Bonds; (ii) payment of pre -issuance accrued interest on the Bonds and interest on the Bonds that accrues for a period up to the completion date of any capital project for which the prior issue was issued, plus one year; (iii) payment of cost of issuance of the Bonds; (iv) payment of administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Bonds or investments of the Bonds; (v) Prior Bond Proceeds that will be used or maintained for the governmental purpose of the Refunded Bonds; (vi) interest on purpose investments; (vii) amounts that will be used or maintained for the governmental purpose of the Bonds; and (viii) costs of the Credit Facility allocable to the Bonds. 7.8. Successors and Assigns. The terms, provisions, covenants and conditions of this Section shall bind and inure to the benefit of the respective successors and assigns of the Corporate Authorities and the City. 7.9. Expectations. The Corporate Authorities has reviewed the facts, estimates and circumstances in existence on the date of issuance of the Bonds. Such facts, estimates and circumstances, together with the expectations of the City as to future events, are set forth in summary form in this Section. Such facts and estimates are true and are not incomplete in any material respect. On the basis of the facts and estimates contained herein, the City has adopted the expectations contained herein. On the basis of such facts, estimates, circumstances and expectations, it is not expected that the Sale Proceeds or investment earnings thereon or any other moneys or property will be used in a manner that will cause the Bonds to be arbitrage bonds within the meaning of the Rebate Provisions and the Regulations. Such expectations are reasonable and there are no other facts, estimates and circumstances that would materially change such expectations. -42- The City also agrees and covenants with the purchasers and holders of the Bonds from time to time outstanding that, to the extent possible under Illinois law, it will comply with whatever federal tax law is adopted in the future which applies to the Bonds and affects the tax- exempt status of the Bonds. The Corporate Authorities hereby authorizes the officials of the City responsible for issuing the Bonds, the same being the Mayor, Clerk and Treasurer of the Corporate Authorities, to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest in the Bonds will be exempt from federal income taxation. In connection therewith, the City and the Corporate Authorities further agree: (a) through their officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (d) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by their officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the City in such compliance. Section 21. Taxes Previously Levied. The taxes previously levied to pay principal of and interest on the Refunded Bonds, to the extent such principal and interest is provided for from the proceeds of the Bonds shall be abated. The filing of a certificate of abatement with the County Clerk shall constitute authority and direction for the County Clerk to make such abatement. -43- Section 22. This Ordinance a Contract. The provisions of this Ordinance shall constitute a contract between the City and the registered owners of the Bonds, and no changes, additions or alterations of any kind shall be made hereto, except as herein provided. Section 23. Continuing Disclosure Undertaking. To the extent applicable to the Bonds, the Mayor or Treasurer of the City is hereby authorized, empowered and directed to execute and deliver the Continuing Disclosure Undertaking (the "Continuing Disclosure Undertaking") in substantially the same form now before the City, or with such changes therein as the individual executing the Continuing Disclosure Undertaking on behalf of the City shall approve, his execution thereof to constitute conclusive evidence of his approval of such changes. If and when the Continuing Disclosure Undertaking is executed and delivered on behalf of the City as herein provided, the Continuing Disclosure Undertaking will be binding on the City and the officers, employees and agents of the City, and the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed, and the Continuing Disclosure Undertaking shall constitute, and hereby is made, a part of this Ordinance, and copies of the Continuing Disclosure Undertaking shall be placed in the official records of the City, and shall be available for public inspection at the office of the City. Notwithstanding any other provision of this Ordinance, the sole remedies for failure to comply with the Continuing Disclosure Undertaking, if executed, shall be the ability of any beneficial owner to take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 24. Municipal Bond Insurance. In the event the payment of principal and interest on the Bonds is insured pursuant to a municipal bond insurance policy (the "Municipal -44- Bond Insurance Policy") issued by the issuer of any municipal bond or financial guaranty insurance policy, and as long as such Municipal Bond Insurance Policy shall be in full force and effect, the City and the Bond Registrar agree to comply with such usual and reasonable provisions regarding presentment and payment of the Bonds, subrogation of the rights of the Bondholders to said Insurer when holding Bonds, amendment hereof, or other terms, as approved by the Corporate Authorities on advice of counsel, their approval to constitute full and complete acceptance by the City of such terms and provisions under authority of this section. Section 25. Severability. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. Section 26. Repealer. All ordinances, resolutions or orders, or parts thereof, in conflict with the provisions of this ordinance are to the extent of such conflict hereby repealed. -45- Section 27. Effective Date. This Ordinance shall be effective immediately upon its adoption and approval. PASSED by the City Council on October 18, 2000. APPROVED: October 18, 2000. Mayor AYES: Bolger, Glab, McClatchey, Murgatroyd, Baird NAYS: ABSENT: None None RECORDED in the Municipal Records on October 18, 2000. ATTEST: i City Clerk [SEAL] M