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ORD 2014-02 Adopted ORDINANCE NO. 2014-02 A SERIES ORDINANCE APPROVING THE FINANCING OF WATERWORKS SYSTEM IMPROVEMENTS 1 TO BE MADE PART OF THE WATERWORKS AND SEWER SYSTEM OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, THROUGH THE BORROWING OF NOT EXCEEDING THIRTEEN MILLION DOLLARS ($13,000,000), PLUS CAPITALIZED INTEREST, IF ANY, FROM THE DRINKING WATER REVOLVING LOAN FUND, BY AGREEMENT WITH THE SOUTH CAROLINA WATER QUALITY REVOLVING FUND AUTHORITY, PURSUANT TO TITLE 48, CHAPTER 5, CODE OF LAWS OF SOUTH CAROLINA, 1976, AS AMENDED; PROVIDING FOR THE AGREEMENT TO MAKE AND TO ACCEPT A LOAN, THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA AND THE SOUTH CAROLINA WATER QUALITY REVOLVING FUND AUTHORITY, THE 11 EXECUTION AND DELIVERY OF A PROMISSORY NOTE FROM THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA TO THE SOUTH CAROLINA WATER QUALITY REVOLVING FUND AUTHORITY; AND OTHER MATTERS RELATING THERETO. SERIES ORDINANCE DATED: MARCH 3, 2014 1 TABLE OF CONTENTS ARTICLE I- FINDINGS OF FACT 3 Section 1.1. Findings of Fact 3 ARTICLE II—AUTHORIZATION OF THE LOAN AND ESTABLISHMENT OF FUNDS 7 Section 2.1. Authorization of Loan. 7 Section 2.2. Repayment of Loan by City. 7 Section 2.3. Establishment of Funds. 7 ARTICLE III-LOAN AGREEMENT AND NOTE; FUNDING THE 2014A DEBT SERVICE RESERVE FUND 8 Section 3.1. Authorization of Loan Agreement and the Note. 8 Section 3.2. Provision for Funding of the 2014A Debt Service Reserve Fund 8 ARTICLE IV-MISCELLANEOUS 9 Section 4.1. Other Instruments and Actions 9 Section 4.2. Ordinance a Contract 9 Section 4.3. Effective Date 9 Section 4.4. Continuing Disclosure 9 EXHIBIT A—FORM OF LOAN AGREEMENT A-1 2 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, IN A MEETING DULY ASSEMBLED, AS FOLLOWS: II ARTICLE I - FINDINGS OF FACT Section 1.1. Findings of Fact. Incident to the enactment of this series ordinance (this "2014A Series Ordinance"), the City Council of the City of North Augusta (the "City Council"), the governing body of the City of North Augusta, South Carolina (the "City"), has made the following findings: (a) The City is a municipality incorporated under the laws of the State of South Carolina (the "State") and empowered by the provisions of Title 48, Chapter 5, Code of Laws of South Carolina, 1976, as amended (the "Act") to: (i) undertake a waterworks project as defined and approved pursuant to the Federal Safe Drinking Water Act, 42 U.S.C. §§300f et seq.; (ii) make application for and to receive assistance from the South Carolina Water Quality Revolving Fund Authority (the "State Authority"); (iii) comply with regulations relating to the receipt and disposition of money of the Drinking Water Revolving Loan Fund (the "Fund") created by the Act; (iv) apply for and receive state grants; (v) enter into loan agreements; and (vi) comply with all terms and conditions of any loan agreement. (b) Title 6, Chapter 17 of the Code of Laws of South Carolina, 1976, as amended, permit the incurrence of debt for the purpose of financing facilities for the furnishing of water and wastewater treatment services and permits the securing of such indebtedness with a pledge of revenues from which such revenues are derived. (c) The City Council has determined that, in order for the City to adequately serve its customers, it is necessary to undertake certain improvements to its waterworks system. The project consists of the construction of those improvements described in Appendix A to the Loan Agreement, as defined herein (collectively, the "Project"). Upon 11 completion, the Project will be a part of and will constitute a portion of the City's 11 waterworks and sewer system (the "System"). (d) On June 3, 2013, the City Council adopted a resolution authorizing an application to the State Authority for a loan from the Fund (the "Loan"). (e) On January 9, 2014, the State Authority, upon review of the City's loan application, conditionally approved the Loan. (f) The Loan is to be made and secured pursuant to a loan agreement between the City and the State Authority (the "Loan Agreement"), the form of which is attached hereto as Exhibit A and a promissory note executed and delivered by the City, registered in the name of the State Authority (the "Note"), the form of which is attached as Appendix E to the Loan Agreement. Pursuant to the Loan Agreement, the City will agree to use the proceeds of the Loan only to pay the actual eligible costs of the Project, and, if deemed prudent by the City, capitalized interest on the Note pursuant to the terms of the Loan 3 Agreement; the City will also agree to pay to the State Authority such amounts as shall be required to provide for the payment of all amounts due with respect to the repayment of the Loan. To secure its obligations, the City will grant to the State Authority a pledge of, and a lien upon the Gross Revenues of the System (as defined in the Bond Ordinance, which term is defined below). Upon any failure of the City to make any payments to the State Authority pursuant to the Loan Agreement or the Note, the State Authority shall require the State Treasurer to pay to the State Authority, subject to provisions of the Act, such amount from the State appropriations to which the City may be or become entitled as may be necessary to provide for the payment of all amounts due with respect to the Note. (g) The City Council is adopting this 2014A Series Ordinance in order to: (i) authorize the execution and delivery of, on behalf of the City, the Loan Agreement and the Note; (ii) evidence the approval of the Project and the Loan by the City Council; and (iii) authorize the execution and delivery by, and on behalf of, the City of such other agreements and certificates and the taking of such other action by the City and its officers as shall be necessary or desirable in connection with the financing of the Project in order to carry out the intent of this 2014A Series Ordinance. (h) The City is authorized, pursuant to an ordinance enacted by the City Council on March 3, 2014, entitled, "AN ORDINANCE AMENDING AND RESTATING ORDINANCE NO. 92-18 TO PROVIDE FOR THE ISSUANCE AND SALE OF WATERWORKS AND SEWER SYSTEM REVENUE BONDS OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, AND OTHER MATTERS RELATING THERETO" (together, the "Bond Ordinance"), to enact this 2014A Series Ordinance as a Series Ordinance thereunder and to issue the Note as a Series of Bonds thereunder; and the issuance of such Note is necessary for financing the Project. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Bond Ordinance. (i) The Note will not be junior to any other revenue-secured debt of the City and will be issued on parity with the outstanding principal amount of the originally issued $3,336,266 City of North Augusta, Waterworks and Sewer System Improvement Revenue Bond, Series 2002, dated May 15, 2002. (j) In accordance with Section 4.01(B) of the Bond Ordinance, the City Council hereby determines that the issuance of the Note as a Series of Bonds is necessary to provide funds to be used and expended for the purpose of expanding, adding and improving the System, which purposes are permitted by Section 4.01(A)(1) of the Bond Ordinance. The 1 City Council further specifies and determines as follows: I 1 4 (i) the period of usefulness of the System is not less than twenty-five (25) years; (ii) the Date of Issue of the Note shall be the date that the Note is executed and delivered as provided in Section 3.1 of this 2014A Series Ordinance; (iii) the principal amount of the Note shall not exceed Thirteen Million Dollars ($13,000,000), plus capitalized interest, if any, the exact principal amount to be determined at the final disbursement of the Loan by the State Authority and those officials authorized to take action on behalf of the City as provided in Section 4.1 herein; (iv) the dates for payment of interest on the Note, and the dates of maturity and the amounts thereof, shall be as set forth in the Loan Agreement; (v) the Note is to be issued for the purpose of providing funds to defray all or a portion of the costs of the Project; (vi) the Note shall be designated "City of North Augusta, South Carolina Waterworks and Sewer System Improvement Revenue Bond, Series 2014A"; (vii) the Note shall be sold to the State Authority in accordance with the Act; (viii) the Note shall bear interest at the rate set forth in the Loan Agreement per annum; (ix) the Note shall be issued as a single term bond, payable by way of equal, amortized payments of principal and interest as set forth in the Loan Agreement; (x) the redemption prices and dates applicable to the Note shall be as set forth in the Loan Agreement and the Note; (xi) The Bank of New York Mellon Trust Company, N.A. shall serve as Trustee, Paying Agent and Registrar for the Note; (xii) the form of the Note shall be as provided in Appendix E to the Loan Agreement, a copy of which is attached hereto as Exhibit A; (xiii) the Note shall not be issued in book-entry form as permitted by jSection 4.20 of the Bond Ordinance; (xiv) the Reserve Requirement for the Note shall be as set forth in Section 3.2 hereof; 5 r (xv) the proceeds of the Note shall be applied as set forth in the Loan Agreement; (xvi) the 2014A Debt Service Fund shall be established as a Debt Service Fund under the Bond Ordinance and the 2014A Debt Service Reserve Fund shall be established as a Debt Service Reserve Fund under the Bond Ordinance, each as set forth in Article II of this 2014A Series Ordinance; (xvii) because the State Authority will hold the proceeds of the Note until such time as they are requisitioned for costs, no construction fund shall be established; and (xviii) the City has not been notified of the occurrence of any Event of Default under the Bond Ordinance, nor is it aware of an y such occurrence. [END OF ARTICLE I] 6 I I ' ARTICLE II—AUTHORIZATION OF THE LOAN AND ESTABLISHMENT OF FUNDS Section 2.1. Authorization of Loan. The City Council hereby authorizes the City's acceptance of the Loan from the State Authority in an amount not exceeding $13,000,000, plus capitalized interest, if any, pursuant to and in accordance with the provisions of the Loan Agreement. Section 2.2. Repayment of Loan by City. The City Council hereby authorizes the repayment of the Loan by the City to the State Authority from the Gross Revenues of the System (as defined in the Bond Ordinance), or if said revenues are not sufficient, from state appropriations as the City may become entitled to, pursuant to and in accordance with the provisions of the Loan Agreement and the Note. Section 2.3. Establishment of Funds. There shall be established by the Chief Financial Officer (as defined in the Bond Ordinance) a 2014A Debt Service Fund, to be held by The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), and maintained in accordance with the provisions of the Bond Ordinance and the Loan Agreement. As provided by Section 7.04(B)(2) of the Bond Ordinance, there shall also be established by the Chief Financial Officer a 2014A Debt Service Reserve Fund, to be held by the State Treasurer's Office and maintained in accordance with the provisions of the Bond Ordinance and the Loan Agreement. [END OF ARTICLE II] 7 ARTICLE III- LOAN AGREEMENT AND NOTE; FUNDING THE 2014A DEBT SERVICE RESERVE FUND Section 3.1. Authorization of Loan Agreement and the Note. The Loan II Agreement and the Note, in substantially the forms attached hereto as Exhibit A, with such changes as the Mayor of the City (the "Mayor") (his execution to be conclusive evidence of such approval) are hereby approved, and the execution and delivery o f the Loan Agreement reement and the Note on behalf of the City are hereby authorized and directed. The Loan Agreement and the Note shall be dated as of the Date of Issue, which is expected to be March 20, 2014; however, such Date of Issue may be subject to change in the sole discretion of the Mayor. The Loan Agreement and the Note shall be executed on behalf of the City by the Mayor and attested by the City Clerk of the City (the "Clerk"). Section 3.2. Provision for Funding of the 2014A Debt Service Reserve Fund. The Reserve Requirement is defined in the Loan Agreement. The Chief Financial Officer is hereby authorized to cause the satisfaction of such Reserve Requirement by funding the 2014A Debt Service Reserve Fund with cash or cash equivalents. Once funded with cash, the City, acting through the State Treasurer's Office, will maintain the Reserve Requirement in accordance with the provisions of the Bond Ordinance and the Loan Agreement. [END OF ARTICLE III] 8 ARTICLE IV- MISCELLANEOUS Section 4.1. Other Instruments and Actions. In order to implement the Loan pursuant to the Loan Agreement and Note and to give full effect to the intent and meaning of this 2014A Series Ordinance and the agreements and actions herein authorized, the Mayor, the Chief Financial Officer and the Clerk are hereby authorized to execute and deliver such certificates, showings, instruments and agreements and to take such further action as the Mayor shall deem necessary or desirable. Additionally, the Chief Financial Officer is authorized to cause satisfaction of any such fees or expenses as may be required to close the Note. Section 4.2. Ordinance a Contract. This 2014A Series Ordinance shall constitute a contract between the City and the State Authority, and shall be enforceable as such against the City. Section 4.3. Effective Date. This 2014A Series Ordinance shall become effective upon enactment by the City Council. Section 4.4. Continuing Disclosure. The City covenants to file with the State Authority and with a central repository for availability in the secondary bond market when requested: (a) an annual independent audit, within thirty days of City's receipt of the audit; and (b) event specific information within thirty (30) days of an event adversely affecting more than five percent of City's customer base. (c) In the event the City fails to comply with the requirements of this Section 4.4, the only remedy shall be an action of specific performance. [END OF ARTICLE IV] 9 I DONE, RATIFIED AND ENACTED this 3rd day of March, 2014. CITY OF NORTH AUGUSTA, SOUTH CAR LINA (SEAL) By: Mayor Attest: City Clerk (� City of North Augusta, South Carolina First Reading: February 3, 2014 Second Reading: February 17, 2014 Third Reading: March 3, 2014 10 EXHIBIT A FORM OF LOAN AGREEMENT 11 Ili I + STATE OF SOUTH CAROLINA ) COUNTY OF AIKEN ) I, the undersigned City Clerk of the City of North Augusta, South Carolina (the "City"), DO HEREBY CERTIFY THAT: 1. The foregoing constitutes a true, correct and verbatim copy of a series ordinance duly enacted by the City Council of the City of North Augusta (the "City Council"), the governing body of the City, on March 3, 2014 (the "Ordinance"). The Ordinance was read at three (3) public meetings of the City Council on three (3) separate days. At each meeting of the City Council a quorum of the membership of the City Council were present and remained throughout. The original of the Ordinance is duly entered in the permanent records of minutes of meetings of the City Council, in my custody as City Clerk. 2. As required by Chapter 4, Title 30 of the Code of Laws of South Carolina 1976, as amended, a notice of the above meetings (including the date, time, and place thereof, as well as an agenda) was posted prominently in the offices of the City at least twenty-four hours prior to said meetings. In addition, the local news media and all persons requesting notification of meetings of the City Council were notified of the time, date, and place of such meetings, and were provided with a copy of the agenda therefor at least twenty-four hours in advance of such meetings. 3. The provisions of the Ordinance have not been amended or otherwise modified since its enactment and the Ordinance is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of the City, this 3�day of March, 2014. (SEAL) �-,� . City Clerk City of North Augusta, South Carolina First Reading: February 3, 2014 Second Reading: February 17, 2014 Third Reading: March 3, 2014 iI 12 ! I I