BOND ORDINANCE NO

Transcription

1 BOND ORDINANCE NO AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ELIZABETHTOWN, KENTUCKY, AUTHORIZING AND APPROVING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES OF 2015 IN A PRINCIPAL AMOUNT NOT TO EXCEED $7,500,000 (WHICH AMOUNT MAY BE DECREASED BY UP TO $750,000) FOR THE PURPOSE OF REFINANCING VARIOUS PUBLIC PROJECTS THROUGH THE REFUNDING AND RETIREMENT OF CERTAIN OF THE CITY S OUTSTANDING GENERAL OBLIGATION BONDS, TAXABLE SERIES A OF 2010, DATED AUGUST 4, 2010 (BUILD AMERICA BONDS-DIRECT PAY TO ISSUER) ISSUED TO FINANCE SAID PROJECTS; AUTHORIZING THE CONTINUED LEVY OF A DIRECT ANNUAL TAX ON ALL TAXABLE PROPERTY WITHIN THE CITY, IN ADDITION TO ALL OTHER TAXES, IN AN AMOUNT SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE REFUNDING BONDS WHEN AND AS THE SAME BECOME DUE; AUTHORIZING THE CONTINUANCE OF CERTAIN FUNDS TO PROVIDE FOR THE COLLECTION OF THE PROCEEDS OF THE TAX AND THE PAYMENT OF THE REFUNDING BONDS; AUTHORIZING THE PUBLICLY ADVERTISED, COMPETITIVE SALE OF SAID REFUNDING BONDS AND THE DISBURSEMENT OF THE PROCEEDS THEREOF; AUTHORIZING AND APPROVING THE EXECUTION OF CONTINUING DISCLOSURE PROCEDURES; AND AUTHORIZING CERTAIN OTHER ACTIONS WITH REGARD TO REFINANCING THE PROJECT GENERALLY. TABLE OF CONTENTS Preamble... 1 Section 1. Preamble Incorporated, Ordinance as Contract, Definitions... 1 Section 2. Authorization of Bonds... 3 Section 3. Form and Execution of Bonds; Optional and Mandatory Redemption; Authentication... 3 Section 4. Compliance With Constitution; Designation of Public Project; Authorization of Bond Tax; Pledge of Bond Tax to Payment of Bonds; Designation as General Obligation Bonds... 4 Section 5. Execution of Documents Authorized... 4 Section 6. Ratification of Employment of Financial Advisor; Advertised Sale of Bonds; Acceptance of Bid... 5 Section 7. Establishment of Funds... 5 Section 8. Registration of Bonds: Duties of Bond Registrar and Paying Agent... 6 Section 9. Tax Covenants... 6 Section 10. Contractual Nature of Ordinance... 6 Section 11. Continuing Disclosure... 7 Section 12. Continuing DisclosureProcedures... 7 Section 13. Severability... 7 Section 14. Conflicts Repealed... 7 Signatures... 7 Certification... 8 Exhibit A: Narrative Description of Project Exhibit B: Continuing Disclosure Procedures

2 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ELIZABETHTOWN, KENTUCKY, AUTHORIZING AND APPROVING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES OF 2015 IN A PRINCIPAL AMOUNT NOT TO EXCEED $7,500,000 (WHICH AMOUNT MAY BE DECREASED BY UP TO $750,000) FOR THE PURPOSE OF REFINANCING VARIOUS PUBLIC PROJECTS THROUGH THE REFUNDING AND RETIREMENT OF CERTAIN OF THE CITY S OUTSTANDING GENERAL OBLIGATION BONDS, TAXABLE SERIES A OF 2010, DATED AUGUST 4, 2010 (BUILD AMERICA BONDS-DIRECT PAY TO ISSUER) ISSUED TO FINANCE SAID PROJECTS; AUTHORIZING THE CONTINUED LEVY OF A DIRECT ANNUAL TAX ON ALL TAXABLE PROPERTY WITHIN THE CITY, IN ADDITION TO ALL OTHER TAXES, IN AN AMOUNT SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE REFUNDING BONDS WHEN AND AS THE SAME BECOME DUE; AUTHORIZING THE CONTINUANCE OF CERTAIN FUNDS TO PROVIDE FOR THE COLLECTION OF THE PROCEEDS OF THE TAX AND THE PAYMENT OF THE REFUNDING BONDS; AUTHORIZING THE PUBLICLY ADVERTISED, COMPETITIVE SALE OF SAID REFUNDING BONDS AND THE DISBURSEMENT OF THE PROCEEDS THEREOF; AUTHORIZING AND APPROVING THE EXECUTION OF CONTINUING DISCLOSURE PROCEDURES; AND AUTHORIZING CERTAIN OTHER ACTIONS WITH REGARD TO REFINANCING THE PROJECT GENERALLY. WHEREAS, the City of Elizabethtown, Kentucky, acting by and through its City Council (the City ) determined that it was necessary and desirable and in the best interest of the citizens of the City, that the City implement the construction of certain public projects as set forth on Exhibit A hereto all of which are available to the general public (the Project ), and WHEREAS, in order to finance said Project the City authorized, sold, issued and delivered its $10,000,000 City of Elizabethtown (Kentucky) General Obligation Bonds, Taxable Series A of 2010, dated August 4, 2010 (Build America Bonds Direct Pay to Issuer) (the Series 2010 Bonds or Prior Bonds ) which Prior Bonds are currently outstanding in the aggregate principal amount of $8,405,000, and WHEREAS, the Bonds of the 2010 Bonds were authorized pursuant to the provisions of Sections 54AA of the Internal Revenue Code as Build America Bonds whereunder the US Treasury agreed to pay an interest subsidy equal to 35% of the total interest requirements of the Bonds of the Prior Issue if the interest on the Bonds of the Prior Issue was required to be included in the gross income of the recipients, and WHEREAS, under the provisions of the Budget Control Act of 2011, 125 Stat. 240, ( Sequestration ) the US Treasury acting through the Internal Revenue Service has reduced the promised interest subsidy with respect to the 2010 Bonds for the Federal fiscal year ending September 30, 2013 by the amount of 8.7% and for the Federal Fiscal Year ending September 30, 2014 by 7.2% allowing the Corporation to call the Bonds of the Prior Issue prior to maturity. WHEREAS, the provisions of the 2010 Bonds state that the Corporation may redeem and retire all or any part of the principal amount of the Bonds of the Prior Issue if the U.S. Treasury fails to remit all or any part of the interest subsidy to the Corporation, and WHEREAS, as a result of the reduction in the agreed interest subsidy and the uncertainty in the actions of the United States Congress concerning Federal budgetary issues, including the possibility of even further reductions in the interest subsidy for Build America Bonds, the Board and the Corporation have determined that it is in their best interest to refund and retire on a current basis the 2010 Bonds maturing on and after July 1, 2020 ( Refunded Bonds ), and WHEREAS, the City has determined that substantial saving in interest cost maybe obtained through refinancing the Prior Bonds through the issuance of not to exceed $7,500,000 of the City s General Obligation Refunding Bonds, Series of 2015 herein authorized (the Series 2015 Bonds or Refunding Bonds ) as a result of uncertainty in the actions of the United States Congress concerning Federal budgetary issues, including the possibility of even further reductions in the interest subsidy for Build America Bonds and more favorable interest rates now prevalent in the municipal bond market and, WHEREAS, in order to assure the payment of the Refunding Bonds, it is necessary that the City authorize the continued levy of a tax sufficient for that purpose; provided, however, it is now anticipated that current taxes and/or the income and revenues derived from the Projects will be sufficient to meet the debt service requirements of the Refunding Bonds; NOW, THEREFORE, BE AND IT IS HEREBY ORDAINED BY THE CITY COUNCIL OF THE CITY OF ELIZABETHTOWN, KENTUCKY, AS FOLLOWS: 1

3 Section 1. PREAMBLE INCORPORATED; ORDINANCE AS CONTRACT; DEFINITIONS. That the Preamble to this Ordinance is hereby incorporated within the body of this Ordinance as fully as if copied in full herein. That this Ordinance shall constitute a contract between the City and the Registered and Beneficial Owners of the Refunding Bonds herein authorized and no change, alteration, or amendment in the provisions hereof shall be made subsequent to the delivery of said Refunding Bonds. For the purposes of this Ordinance and the Refunding Bonds the following terms shall have the meanings hereinafter setforth: Act means Sections through of the Kentucky Revised Statutes. Bond Counsel means Steptoe & Johnson PLLC, Louisville, Kentucky. Bond Tax means the direct, annual ad valorem tax on all property within the City of Elizabethtown, Kentucky which is subject to taxation for City purposes, occupational license fees (if any which shall be levied only if the proceeds of the Project Revenues prove insufficient to adequately provide for the retirement of the Bonds. Bonds or Refunding Bonds means, the $7,500,000 of City of Elizabethtown, Kentucky, General Obligation Refunding Bonds, Series of 2015, dated as of the date same are delivered to the purchaser thereof. Bond Payment Fund means the separate and special account established with the Bond Registrar for the Bonds into which there shall be deposited no later than January 15 and July 15 of each year sufficient monies to meet the annual principal and semi-annual interest requirements for the Bonds. Bond Registrar means First Citizens Bank, Elizabethtown, Kentucky, acting in its capacity as Bond Registrar/Paying Agent for the Bonds. Build America Bonds means those Bonds authorized by Section 55AA of the Internal Revenue Service, including the Refunded Bonds. Code means the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Costs of Issuance means those expenses incident to the issuance of the Bonds, including, but not being limited to, the fees of the rating agency, Financial Advisor, Bond Counsel and Bond Registrar and Paying Agent. Costs of Issuance Fund means the separate account established with the Bond Registrar from the proceeds of the Bonds from which the Costs of Issuance are to be paid. Dated Date means the date of delivery of the Bonds to the purchaser thereof. Depository means a bank or trust company and member of the Federal Deposit Insurance Corporation acting as depository for the Revenue Fund, Sinking Fund and Escrow Fund. Financial Advisor means J.J.B. Hilliard, W.L. Lyons, LLC, Louisville, Kentucky. Investments means those investments permitted under KRS KRS means the Kentucky Revised Statutes, as amended. Parity Bonds means any general obligation bonds outstanding on the date of issuance of the Bonds and any additional general obligation bonds issued while any of the Bonds remain outstanding. Permitted Adjustment means the decrease in the principal amount of Bonds actually awarded at public sale by an amount not to exceed $750,000. "Prior Bond Ordinance" means the Ordinance adopted by the Corporation authorizing the Prior Issue. Prior Bond Payment Fund means the Bond Payment Fund established by the Prior Bond Ordinance to receive semi-annual payments from the Sinking Fuind for payment of the principal and interest on the Prior Bonds. 2

4 "Prior Issue" means the City s General Obligation Bonds, Taxable Series of 2010 ( Build America Bonds Direct Pay to Issuer ), dated August 4, 2010 currently outstanding in the principal amount of $8,405,000. Project means the improvements financed from the proceeds of the Prior Bonds including the Elizabethtown Sports Park, a multi-faceted sports facility and recreation area of approximately 150 acres, as set forth on Exhibit A attached hereto. Project Revenues means all charges, fees or receipts, if any, received by the City for the use of the Project. Series 2010 Bonds or Prior Bonds means the City s outstanding General Obligation Bonds, Taxable Series A of 2010, dated August 4, 2010 (Build America Bonds Direct Pay to Issuer) outstanding in the aggregate principal amount of $8,405,000 as of October 12, Sinking Fund means the General Obligation Bond Sinking Fund established with the Depository as a trust fund into which the proceeds of the Project Revenues and Bond Tax, if necessary, shall be deposited and applied only to the payment of the Bonds. Semi-annual transfers from the Sinking Fund shall be made to the Bond Payment Fund. Tax or Bond Tax means the direct, annual ad valorem tax on all property within the City of Elizabethtown, Kentucky which is subject to taxation for City purposes, to be levied only in the event current taxes and/or the Project Revenues or other revenues of the City are insufficient to provide for the payment of the Bonds. Section 2. AUTHORIZATION OF BONDS. That for the purposes set forth in the Preamble to this Ordinance there are hereby authorized to be issued not to exceed $7,500,000 principal amount of the City s General Obligation Refunding Bonds, Series of 2015, dated as of the date of delivery (the Bonds ). Said Bonds shall bear interest from their date, payable February 1, 2016, and semi-annually thereafter at rates established through the public sale thereof and shall mature or be subject to mandatory redemption as to principal on August 1 in each of the years as follows: Principal Maturity Principal Amount * Principal Maturity Principal Amount* 2016 $60, $435, , , , , , , , , , , , , , , , , , , ,000 *Subject to Permitted Adjustment. Notwithstanding the authorization of $7,500,000 of said Bonds, the City may elect to issue up to $750,000 less of said Bonds (the Permitted Adjustment ), to be determined by the Financial Advisor without further action by the City Council. Section 3. FORM AND EXECUTION OF BONDS; OPTIONAL AND MANDATORY REDEMPTION; AUTHENTICATION (A) The Bonds shall be issued in fully registered form and dated the date of their delivery. The Bonds shall be executed with the facsimile signature of the Mayor, attested by the facsimile signature of the City Clerk and imprinted with a facsimile of the corporate seal of the City. The Bonds shall be payable at the principal office of First Citizens Bank, Elizabethtown, Kentucky. No Bond 3

5 shall be valid or binding upon the City unless and until it is validated by the manual signature of a duly authorized representative of the Bond Registrar. (B) In the event the purchaser of the Bonds so elects, the Bonds may be issued as Term Bonds in which event the Paying Agent shall select by lot a principal maturity originally scheduled to mature on the principal due date as reflected by the successful bid and shall notify the Registered Owners of Bonds so selected for mandatory redemption not less than thirty (30) days prior to the principal due date by regular United States Mail. (C) The Bonds maturing on or after August 1, 2026 are subject to redemption at the option of the Corporation prior to their stated maturities on any date falling on or after August 1, 2025, in any order of maturities (less than all of a single maturity to be selected by lot), in whole or in part, upon notice of such prior redemption being given by the Paying Agent in accordance with DTC requirements not less than thirty (30) days prior to the date of redemption, upon terms of the face amount, plus accrued interest, but without redemption premium. (D) Notwithstanding the provisions of this Ordinance regarding the use of Bond Certificates and their authentication by the Bond Registrar, at the direction of the Financial Advisor, the Bond Registrar shall be authorized to utilize the Book-Entry Only System for the issuance and transfer of the Bonds in order to eliminate the need for physical movement of Bond Certificates throughout the term of the Bonds. The Mayor and City Clerk of the City are hereby authorized and directed, as is the Bond Registrar, to enter into such agreements with the Depository Trust Company ( DTC ) and/or Cede & Co., an affiliate of DTC, as are necessary to implement the Book Entry Only System. In the event the Book-Entry Only System is utilized, principal and interest payment on the Bonds shall be made directly to DTC or at DTC's direction. The Mayor and City Clerk are authorized to execute a blanket Letter of Representations and such Operational Arrangements as DTC or Cede & Co. may require to authorize the Book-Entry Only System for the Bonds described in this Ordinance. Section 4. COMPLIANCE WITH CONSTITUTION; DESIGNATION OF PUBLIC PROJECT; AUTHORIZATION OF BOND TAX; PLEDGE OF BOND TAX TO PAYMENT OF BONDS; DESIGNATION AS GENERAL OBLIGATION BONDS. (A) That the debt represented by the Bonds is hereby determined to be within the maximum indebtedness of the City permitted under Section 158 of the Constitution of Kentucky and said Bonds shall therefore be full general obligations of the City and, for the payment of said Bonds and the interest thereon, the full faith, credit and taxing power of the City are hereby irrevocably pledged. (B) That the City is authorized to contract the indebtedness represented by the Bonds pursuant to Section 159 of the Constitution of Kentucky and provide for the collection of an annual tax sufficient to pay the interest on said Bonds and establish the hereinafter identified Sinking Fund to provide for the payment of the principal thereof. (C) That pursuant to Section 157 of the Constitution of Kentucky and Section of the Act there is hereby authorized to be levied, and the City hereby covenants to so levy and collect, each year that the Bonds remain outstanding the Bond Tax in an amount sufficient to provide for the full payment of the principal and interest requirements of said Bonds; said Bond Tax to be levied only if the Project Revenues, if any, are not sufficient to pay the principal and interest requirements of the Bonds as the same become due. (D) That by the adoption of this Ordinance the City covenants with Owners of the Bonds that it shall levy each year a Bond Tax in a sufficient amount and appropriate in its annual budget, together with other monies available to it, an amount of funds sufficient to pay the debt charges on the Bonds as defined in Section (4) of the Act. (E) That the Tax shall include the ad valorem property taxes permitted under Section 157 of the Constitution of Kentucky, occupational license fees (if any); excises and any other receipts from taxes, (F) That the City hereby declares and determines that the Project constitutes a public project within the meaning of Section (17) of the Act. (H) That the refunding and the retirement of the Series 2010 Bonds is hereby determined to be in the best interests 4

6 of the City as the City will realize a substantial savings in interest costs as a result of the presently favorable conditions of the municipal bond market. (I) Notwithstanding the authorization of the levy of the Tax as set forth above said Tax shall be levied only to the extent that Project Revenues, if any, are insufficient to pay the principal and interest requirements of the of the Bonds. Section 5. EXECUTION OF DOCUMENTS AUTHORIZED. That in order to effect the financing plan evidenced by the Bonds the Mayor, City Clerk and City Treasurer are hereby authorized to execute those documents necessary to provide for the issuance of said Bonds and the payment thereof; provided, in each instance the particular document in question shall be subject to the review and approval of the City Attorney: (A) the Bonds and such bond closing documents as Bond Counsel may require, (B) an Official Statement as prepared by J.J.B. Hilliard, W.L. Lyons, LLC, Louisville, Kentucky, as Financial Advisor to the City; (C) a Continuing Disclosure Undertaking Agreement; (D) Continuing Disclosure Procedures; (E) an Appointment of Bond Registrar and Paying Agent; and (F) such other documents as are required to implement the complete refunding and retirement of the Series 2010 Bonds prior to their stated maturities and the issuance of the Bonds generally. Section 6. RATIFICATION OF EMPLOYMENT OF FINANCIAL ADVISOR; ADVERTISED SALE OF BONDS; ACCEPTANCE OF BID. (A) That the employment of J.J.B. Hilliard, W.L. Lyons, LLC, Louisville, Kentucky, as Financial Advisor to the City is hereby authorized, ratified and approved. The Financial Advisor shall prepare an Official Statement for distribution to prospective purchasers of the Bonds which shall contain all pertinent information concerning the City, the Projects and the Bonds. (B) That said Bonds shall be sold at public sale after advertising according to law, and the City Clerk is hereby authorized and directed to make such advertising. The specific terms, bidding conditions and restrictions governing the sale of said Bonds shall be as set forth in the forms of Notice of Bond Sale, Official Terms and Conditions of Bond Sale and Official Bid Form which shall be prepared by Steptoe & Johnson PLLC, Bond Counsel, Louisville, Kentucky. Upon the receipt of the competitive bids after the required public advertisement, the Mayor, in conjunction with the Financial Advisor, shall calculate the best purchase offer and the exact principal amount of Bonds to be awarded, after calculating the Permitted Adjustment if any, and accept the offer to purchase said Bonds on behalf of the City without further action by the City Council. Section 7. ESTABLISHMENT OF FUNDS. That there are hereby authorized to be maintained and /or established the following Funds or accounts which shall continue to be maintained with the Depository (or such other bank or trust company as the City may designate which is a member of the Federal Deposit Insurance Corporation): (A) The Sinking Fund (established by the Ordinance authorizing the 2010 Bonds) which shall receive the receipts of the Tax herein authorized, to the extent required for the Bonds and Parity Bonds. Said Sinking Fund monies shall be used only for the payment of the principal and interest requirements of the Bonds and Parity Bonds; said Bonds and Parity Bonds being of equal rank as to security and source of payment. Upon the delivery of the Bonds the accrued interest (if any) from the date of the Bonds to the date of their delivery shall be deposited in said Fund. (B) The Bond Payment Fund which shall receive from the Sinking Fund on January 15 and July 15 of each year transfers of amounts sufficient to meet the accruing interest and maturing principal requirements of the Bonds on February 1 and August 1 of each year. 5

7 (C) Costs of Issuance Fund which shall receive from the proceeds of the Bonds the amounts necessary to pay the Costs of Issuance of the Bonds upon the delivery of said Bonds. The Bond Registrar shall remit the required payments in the amounts and to the parties specified in writing by the Mayor upon the delivery of the Bonds. Any amounts remaining in the Costs of Issuance Fund following the payment of all such Costs of Issuance shall be transferred to the Revenue Fund. (D) Monies on deposit in the Funds enumerated in subsections (A) through (C) of this Section shall be invested in the Investments permitted and any earnings carried to the credit of the Fund from which the investment was made. (E) Notwithstanding anything contained in this Ordinance to the contrary upon the delivery of the Bonds to the purchaser thereof the Bond Registrar shall be entitled to rely upon instructions as to the disbursement and allocation of the proceeds of Bonds supplied by the Financial Advisor and or Bond Counsel without further action of the City, including, but not limited to, instructions as to the amounts to be deposited to the Prior Bond Fund to retire the Refunded Bonds. Section 8. REGISTRATION OF BONDS: DUTIES OF BOND REGISTRAR AND PAYING AGENT. First Citizens Bank, Elizabethtown, Kentucky, is hereby designated as the Bond Registrar, Paying Agent for the Bonds. The Bond Registrar and Paying Agent shall receive compensation for its services in accordance with its agreement with the City. (A) The duties of the Bond Registrar shall be as follows: (i) To register all Bond Certificates in the name of the Registered Owner thereof in accordance with the provisions of the Code; (ii) Upon being supplied with properly authenticated assignment satisfactory to said Bond Registrar (in the sole discretion of said Bond Registrar), to transfer the ownership of Bond Certificates from one Registered Owner to another within three (3) business days of the receipt of proper authentication by said Bond Registrar; (iii) To cancel and destroy (or remit to the City for destruction) all exchanged or matured Bond Certificates, and to maintain adequate records relative thereto; (B) The duties of the Bond Registrar / Paying Agent shall be as set out in that certain Appointment Agreement between the City and the Bond Registrar and the Mayor and City Clerk are hereby authorized to execute same on behalf of the City. Section 9. TAX COVENANTS. The City shall at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the City on the Bonds shall be excludable from the gross income of the recipients thereof for Federal income tax purposes under any valid provision of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder (the "Code"). The City shall not permit at any time or times any of the proceeds of the Bonds to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause such Bonds to be "arbitrage bonds" as defined in Section 148 of the Code, as then in effect. The City further covenants that prior to the issuance of said Bonds and as a condition precedent to such issuance, the City shall certify by issuance of a certificate of the Mayor, supplemental to this Ordinance, that on the basis of the facts, estimates and circumstances in existence on the date of issue of said Bonds, it is not expected that the proceeds of said Bonds will be used in a manner which would cause such obligations to be "arbitrage bonds" under the Code. The City hereby certifies that it does reasonably expect to issue bonds or other obligations considered under the Code to be tax-exempt obligations in a principal amount in excess of $5,000,000 during the calendar year ending December 31, 2015 and the City has therefore been advised by Bond Counsel that the Funds or accounts established under the provisions of this Ordinance may be subject to the "rebate requirements" on excess earnings in favor of the United States of America imposed by the Code. Therefore, the City covenants and agrees that if any Fund or account does in fact generate earnings from "non-purpose investments" in excess of the amount which said investments would have earned at a rate equal 6

8 to the "yield" on the Bonds, plus any income attributable to such excess, there shall be established a separate and special fund with the Depository to be designated as the "Excess Earnings and Rebate Fund," which shall be utilized for the collection and payment of any excess generated from investments and the remittance thereof to the United States on or before a date five years and thirty days from the date said Bonds are delivered, and once every five years thereafter until the final retirement of the Bonds; the last installment, to the extent required, to be made no later than sixty days following the date on which funds sufficient for the complete retirement of the Bonds are deposited with the Depository or any escrow agent. The City Council, by the adoption of this Ordinance, hereby designates the Bonds as "qualified tax-exempt obligations" within the meaning of the Code Section 265(b)(3) as the City reasonably anticipates that the total principal amount of qualified tax-exempt obligations which it will issue during the calendar year ending December 31, 2015 will not exceed $10,000,000. Section 10. CONTRACTUAL NATURE OF ORDINANCE. This Ordinance shall constitute a contract between the City and all who may become the Registered Owners of the Bonds, and any bonds subsequently issued ranking on a parity therewith, and after the issuance and delivery of such Bonds, no change, variation or alteration of any kind in the provisions of this Ordinance shall be made in any manner except for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provisions contained herein. Section 11. CONTINUING DISCLOSURE. The Mayor and City Clerk are hereby authorized to execute a Continuing Disclosure Agreement in order to comply with Rule 15c2-12 of the Securities and Exchange Commission in providing annual financial information in connection with the Bonds; all expenses in connection therewith to be borne by the City should it be determined legally necessary. Section 12. CONTINUING DISCLOSURE PROCEDURES ADOPTED. The Corporation hereby adopts the Continuing Disclosure Procedures set forth in Exhibit B hereto and agrees to follow, or cause the Financial Advisor to the Board and Corporation or another third party acting as disclosure agent to follow, said policies and procedures to ensure the timely and complete filing of all financial information, operating data and notices of material events as required by SEC Rule 15c2-12 and the Corporation s Continuing Disclosure Undertakings entered into prior to or after the date of this Resolution. Section 13. SEVERABILITY. If any section, paragraph or clause hereof shall be held invalid, the invalidity of said section, paragraph or clause shall not affect any of the remaining provisions of this Ordinance. Section 14. CONFLICTS REPEALED. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are hereby repealed and this Ordinance shall take effect and be in force upon its adoption. Given first reading on October 19, Given second reading and passed and adopted on November 2, CITY OF ELIZABETHTOWN, KENTUCKY Attest: Mayor City Clerk 7

9 CERTIFICATION I, Mary Chaudoin, hereby certify that I am the duly qualified and acting City Clerk of the City of Elizabethtown, Kentucky, and that the foregoing Ordinance is a true copy of an Ordinance duly enacted by the City Council of said City, signed by the Mayor of said City and attested under Seal by me as City Clerk, at a properly convened meeting of said City Council held on October 19, 2015, as shown by the official records of said City in my custody and under my control. I further certify that said meeting was duly held in accordance with all applicable requirements of Kentucky law, including KRS , , and that a quorum was present at said meeting that said Ordinance has not been modified, amended, revoked or repealed, and that same is now in full force and effect. IN TESTIMONY WHEREOF, witness my signature as City Clerk and the official Seal of the City this November, City Clerk (Seal of City) 8

10 EXHIBIT A DESCRIPTION OF PROJECT The Project constructed with the proceeds of the Series 2010 Bonds consisting of the first phase of the Elizabethtown Sports Park, a multi-faceted sports facility and recreation area of approximately 150 acres within the City of Elizabethtown, Kentucky. 9

11 EXHIBIT B CONTINUING DISCLOSURE PROCEDURES 10