AN ORDINANCE OF THE TOWN OF PLAINFIELD, INDIANA AUTHORIZING AND APPROVING THE REDEMPTION OF THE TOWN OF PLAINFIELD, INDIANA SEWAGE WORKS REVENUE BONDS OF 1994
WHEREAS, the Town of Plainfield, Indiana (the "Town") has heretofore established, constructed and financed a sewage works system (the "Utility") supplying the Town, the inhabitants thereof, and the residents adjacent thereto, with a public water supply for public, domestic and industrial uses and owns and operates the Utility pursuant to I.C. 8-1.5, as amended, and other applicable laws; and
WHEREAS, the Town has previously issued its "Sewage Works Revenue Bonds of 1994" (the "Bonds") for the purpose of financing certain construction costs of the Utility; and
WHEREAS, Ordinance No. 5-94 authorizes the redemption of the Bonds prior to the stated maturity date of such Bonds; and
WHEREAS, the Town Council now finds that the redemption of the Bonds will be in the best interests of the Town and the Utility; and
WHEREAS, the Town has determined to set aside certain funds and such additional amounts as provided in this Ordinance in the Sewage Works Sinking Fund; and
WHEREAS, with the exception of the Town's Sewage Works Revenue Bonds of 1999 which were issued on parity with the Bonds, the Utility has no encumbrance or lien of any kind whatsoever other than the Bonds to be redeemed and the receipts and revenues from the Utility are not pledged or assigned for any purpose whatsoever; and
WHEREAS, the Town has determined that there are sufficient funds in the Sewage Works Sinking Fund and funds to be received from the issuance of the Town's Sewage Works Revenue Bonds of 2003, Series B to provide for the payment of (i) the principal amount of the Bonds outstanding, (ii) the interest payable on such Bonds, (iii) the costs of redeeming the Bonds, and (iv) any redemption premium on the Bonds; and
WHEREAS, the funds accumulated in the Sewage Works Sinking Fund established and maintained pursuant to Ordinance No. 5-94 and funds to be received from the issuance of the Town's Sewage Works Revenue Bonds of 2003, Series B will be used in the following priority to: (i) pay the costs of redeeming the Bonds, (ii) redeem the outstanding principal and interest on the Bonds, and (iii) pay any redemption premium on the Bonds; and
WHEREAS, the Town Council now finds that all conditions precedent to the adoption of an ordinance authorizing the redemption of the Bonds have been satisfied.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PLAINFIELD, INDIANA:
Section 1. The Town shall proceed with the redemption of the Bonds (the "Redemption"). The Town, with the assistance of its financial advisor, H.J. Umbaugh & Associates, shall determine the amount of funds necessary to redeem the Bonds and to pay the costs of redeeming the Bonds, including any redemption premium and such funds shall be and are hereby deposited with the Escrow Trustee (as defined below) under the Escrow Agreement (as defined below), such amounts to be invested and applied for such purpose. An irrevocable escrow deposit agreement (the "Escrow Agreement") between the Town and an escrow trustee, which the Clerk-Treasurer is hereby authorized to direct and appoint for the Town (the "Escrow Trustee") in the form attached hereto as Exhibit "A", is hereby approved by this Town Council, and the President of the Town Council and the Clerk-Treasurer are hereby authorized and directed to execute an Escrow Agreement in substantially such form and to make provisions for the execution of such Escrow Agreement by the appropriate officials of the Escrow Trustee. Such funds, together with investment earnings thereon, to carry out the Redemption shall be set aside and maintained pursuant to the Escrow Agreement and the Clerk-Treasurer is hereby authorized to utilize such funds in connection with the Redemption as set forth herein. The monies deposited pursuant to the Escrow Agreement necessary to carry out the Redemption shall be irrevocably set aside and pledged for such purposes. The taking of such other action and the execution of such other instruments as are necessary to effect the Redemption, by the President of the Town Council and the Clerk-Treasurer in accordance with this Ordinance are hereby authorized, approved and ratified. Notwithstanding anything contained in the foregoing provisions of this Ordinance, the rights and obligations of the Town and of the owners of the Bonds authorized by this Ordinance, and the terms and provisions of the Bonds and this Ordinance, or any supplemental ordinance, may be modified or altered in any respect with the consent of the Town and the consent of the owners of all the Bonds outstanding on the date hereof.
Without notice to or consent of the owners of the Bonds, the Town may, from time to time and at any time, adopt such ordinance supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental ordinances shall thereafter form a part hereof):
(a) to cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; or
(b) to grant to or confer upon the owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Bonds; or
(c) to make any other change does not prejudice the owners of the Bonds.
Section 2. Notice of the Redemption shall be published by the Clerk-Treasurer in accordance with Ordinance No. 5-94 and as otherwise may be directed by the Town. The date for the Redemption shall be the earliest to occur of ____________, 2003 or the date upon which the owners of all of the Bonds consent to the Redemption (the "Redemption Date"). Interest on the Bonds so called for redemption shall cease on the Redemption Date.
Section 3. All ordinances and parts of ordinances in conflict herewith are hereby repealed.
Section 4. The headings and titles of the several sections shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Ordinance.
Section 5. This Ordinance shall be in full force and effect from and after its passage.
PASSED AND ADOPTED by the Town Council of the Town of Plainfield, Indiana, this __ day of ________________, 2003.
TOWN COUNCIL, TOWN OF PLAINFIELD
HENDRICKS COUNTY, INDIANA:
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