Mobile Government

CITY COUNCIL MEETINGS: Minutes and Agendas


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The City Council meets every Tuesday


9:00 a.m. - Pre Council Meeting in the Council Conference Room on the 9th Floor of the South Tower in Government Plaza.

10:30 a.m. - The Council Meeting begins in Government Plaza Auditorium on the First Floor.


Council minutes for Oct 31, 2017

MUNICIPAL BUILDING, MOBILE, ALABAMA, OCTOBER 31, 2017

The Council of the City of Mobile, Alabama, met in the City Council’s Conference Room on the ninth floor of the Mobile Government Plaza on Tuesday, October 31, 2017, at 9:00 a.m.

Present:
Chairman: Gregory
Councilmembers: Richardson, Williams, Daves and Rich
Absent: Manzie and Small

The meeting was called to order. The Council reviewed and discussed the agenda for their meeting to be held today at 10:30 a.m.

The Presiding Officer adjourned the meeting.

Approved: November 14, 2017

_______________________________
PRESIDENT OF THE COUNCIL

_______________________________
CITY CLERK


MUNCIPAL BUILDING, MOBILE, ALABAMA, OCTOBER 31, 2017

The City Council of the City of Mobile, Alabama, met in the Auditorium of the Mobile Government Plaza on Tuesday, October 31, 2017, at 10:30 a.m., in regular meeting.

The meeting was called to order by City Clerk Lisa Lambert.

Reverend Thomas Irby, Associate Pastor, Ashland Place United Methodist Church, offered an invocation.

The Presiding Officer led the Pledge of Allegiance.

Present on Roll Call:

Chairman: Gregory
Councilmembers: Richardson, Manzie, Daves and Rich
Absent: Small and Williams

STATEMENT OF RULES BY COUNCIL PRESIDENT:

The Presiding Officer stated that all cell phones must be turned off and that there will be no hats, hoods, sunglasses or large bags permitted in the meeting room.

1) Any person desiring to address the Council must register upon entering the meeting area. When addressing the Council, the speaker must state his/her name and address.

2) Each speaker is allowed five minutes to address the Council. A bell will sound to indicate the end of 4 minutes. One minute is allowed for summarizing. The second bell indicates the time has expired.

3) To maintain decorum, there will be no undue applause and/or public outcry allowed.

4) When addressing the Council, there is to be no personal address to any individual Councilmember. All statements are to be made to the Chair who will recognize any Councilmember who wishes to respond.

5) Any person desiring to speak to the Council on a non-agenda item must contact the City Clerk's Office no later than 2:00 p.m. on the Thursday prior to the Council Meeting. The subject he/she wishes to address must be identified. Any person attending the meeting who has not given proper notice to the Clerk's Office and wishes to speak on a non-agenda item will not be allowed to address the Council.

6) Those persons desiring to speak on agenda items must indicate the resolution, ordinance, appeal, or public hearing item on arrival when signing in for the meeting.

APPROVAL OF MINUTES:

The minutes of the meetings of October 24, 2017 were approved as submitted.

COMMUNICATIONS FROM THE MAYOR:

The Mayor was not present.

MONTHLY FINANCE REPORT:

Executive Director of Finance Paul Wesch stated:

“Good morning. September 30th is the end of the fiscal year and the reporting for the end of our fiscal year takes a good bit of additional time, so I don’t have a year-end report for you today. We have not reported August yet and I would like to do that at this time.”

“Sales taxes into all funds for the first eleven months are down $700,000.00 from last year and $11 million against the budget. In the General Fund total revenues are $8.5 million under budget. Against that departmental expenditures for the year are $13 million under budget. When you combine that with the fact that we did not erode any of the 2% Zoghby Reserve those amounts together will create the carry-over that you have approved that is budgeted from 2017 into 2018. It’s a rather tight fit, but it appears that math will work. The State of Alabama, started the year with a good bit of tax growth, has settled some too. They are up about 1.8% over the year over last year. We will be talking this afternoon about the two (2) proposed bond issues.”

“I do want to report that Moody’s and S & P have rated our overall debt, as well as these two (2) upcoming issues, and our credit ratings have been maintained. With S & P that is a rating of “AA-“ and with Moody’s that is a rating of “AA2.” Both of them have maintained our ratings and have described our financial condition as stable. They do tell us that our overall debt is elevated, although not as elevated as it was four (4) years ago. We are still above average when you compare our deb to our assets. As we go forward we hope that will settle into the normal range.”

Councilmember Bess Rich stated:

“Do you have this in some type of written documentation? I would like to get this information out to the public.”

Paul Wesch:

“Yes. We got these yesterday. Moody’s is final. S & P’s was their graph that should be complete by tomorrow. I’ll send each of those reports to each of you, as well as asking our communications department to make those available.”

ADOPTION OF THE AGENDA:

Councilmember Richardson moved to adopt the agenda, which motion was seconded by Councilmember Gregory and the vote was as follows:

Ayes: Richardson, Manzie, Small, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk whereupon the Presiding Officer declared the agenda adopted.

APPEALS:

The Council considered the request of Doris Bettis, Blood Covenant Evangelistic Church, for a waiver of the Noise Ordinance at 1119 Summerville Street on November 4, 2017, from 10:00 a.m. until 2:00 p.m. (District 1).

Councilmember Richardson moved that the waiver be granted which motion was seconded by Councilmember Daves, and the vote was as follows:

Ayes: Richardson, Manzie, Small, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the waiver granted.

The Council considered the request of Dessie LaShun O’Cain for a waiver of the Noise Ordinance at 1816 LeGrande Drive on November 25, 2017, from 1:00 p.m. until 10:00 p.m. (District 1).

Councilmember Richardson moved that the waiver be granted which motion was seconded by Councilmember Daves, and the vote was as follows:

Ayes: Richardson, Manzie, Small, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the waiver granted.

The Council considered the request of Vidal Clark for a waiver of the Noise Ordinance at James Seals Community Center on November 4, 2017, from 11:00 a.m. until 4:00 p.m. (District 2).

Councilmember Richardson moved that the waiver be granted which motion was seconded by Councilmember Daves, and the vote was as follows:

Ayes: Richardson, Manzie, Small, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the waiver granted.

PUBLIC HEARINGS:

PUBLIC HEARING TO DETERMINE IF THE STRUCTURE AT 2668 HAYLES STREET IS A PUBLIC NUISANCE AND ORDER IT REPAIRED OR DEMOLISHED (DISTRICT 1).

The Presiding Officer announced that today was the day for the public hearing to determine if the structure at 2668 Hayles Street is a public nuisance and order it repaired or demolished and asked if there was anyone present to speak for or against this matter.

No one appeared.

The Presiding Officer declared the hearing concluded and that the necessary resolution authorizing the proper action would be introduced later in the meeting.

PUBLIC HEARING TO DETERMINE IF THE STRUCTURE AT 1203 BAY AVENUE IS A PUBLIC NUISANCE AND ORDER IT REPAIRED OR DEMOLISHED (DISTRICT 3).

The Presiding Officer announced that today was the day for the public hearing to determine if the structure at 1203 Bay Avenue is a public nuisance and order it repaired or demolished and asked if there was anyone present to speak for or against this matter.

Cornelius Allen, Sr., Mobile, Alabama, advised the Council that he is in the process of having the structure demolished.

The Presiding Officer declared the hearing concluded and that the necessary resolution authorizing the proper action would be introduced later in the meeting.

PUBLIC HEARING TO DETERMINE IF THE STRUCTURE AT 761 WELWORTH STREET IS A PUBLIC NUISANCE AND ORDER IT REPAIRED OR DEMOLISHED (DISTRICT 1).

The Presiding Officer announced that today was the day for the public hearing to determine if the structure at 761 Welworth Street is a public nuisance and order it repaired or demolished and asked if there was anyone present to speak for or against this matter.

No one appeared.

The Presiding Officer declared the hearing concluded and that the necessary resolution authorizing the proper action would be introduced later in the meeting.

PUBLIC HEARING TO DETERMINE IF THE STRUCTURE AT 759 WELWORTH STREET IS A PUBLIC NUISANCE AND ORDER IT REPAIRED OR DEMOLISHED (DISTRICT 1).

The Presiding Officer announced that today was the day for the public hearing to determine if the structure at 759 Welworth Street is a public nuisance and order it repaired or demolished and asked if there was anyone present to speak for or against this matter.

No one appeared.

The Presiding Officer declared the hearing concluded and that the necessary resolution authorizing the proper action would be introduced later in the meeting.

PUBLIC HEARING TO DETERMINE IF THE STRUCTURE AT 1569 POLK STREET IS A PUBLIC NUISANCE AND ORDER IT REPAIRED OR DEMOLISHED (DISTRICT 3).

The Presiding Officer announced that today was the day for the public hearing to determine if the structure at 1569 Polk Street is a public nuisance and order it repaired or demolished and asked if there was anyone present to speak for or against this matter.

No one appeared.

The Presiding Officer declared the hearing concluded and that the necessary resolution authorizing the proper action would be introduced later in the meeting.

PUBLIC HEARING TO CONSIDER THE APPLICATION OF JERRI W. RIGGINS D/B/A R/D TRANSPORT SERVICES FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY TO OPERATE A SHUTTLE SERVICE.

The Presiding Officer announced that today was the day for the public hearing to consider the application of Jerri W. Riggins d/b/a R/D Transport Services for a Certificate of Public Convenience and Necessity and asked if there was anyone present to speak for or against this matter.

Jerri Riggins, 8240 Woodland Drive, Citronelle, Alabama, spoke in favor of the application.

The Presiding Officer declared the hearing concluded and that the necessary resolution authorizing the proper action would be introduced later in the meeting.

PUBLIC HEARING TO ASSENT TO THE VACATION OF AN UNOPENED SERVICE ROAD WHICH RUNS ALONG THE EAST SIDE OF CODY ROAD NORTH, NORTH OF ZEIGLER BOULEVARD (DISTRICT 7).

The Presiding Officer announced that today was the day for the public hearing to assent to the vacation of an unopened service road along the east side of Cody Road North and asked if there was anyone present to speak for or against this matter.

The applicant, 4216 Spring Valley Drive, spoke in favor of his application.

The Presiding Officer declared the hearing concluded and that the necessary resolution authorizing the proper action would be introduced later in the meeting.

NOTE: At approximately 11:17 a.m. Councilmember Williams joined the meeting.

PRESENTATIONS OF PETITIONS AND OTHER COMMUNICATIONS TO THE COUNCIL:

AGENDA ITEMS:

None.

NON-AGENDA ITEMS:

The following persons spoke in favor of Councilmember Richardson being appointed Council President:

Reverend Michael Jackson, 5700 Foxfire Road
Carol Peterson, 1911 Oak Knoll Drive
Reverend David Frazier, 3708 Long Ridge Drive
Reverend Cleveland McFarland, Jr., 1525 West Carlisle Drive

ORDINANCES HELD OVER:

REZONE PROPERTY AT 1610 UNION STREET (EAST SIDE OF UNION STREET, 643’ ± SOUTH OF ROCHESTER STREET,) FROM R-1 TO B-1. The following ordinance which was introduced and read at the regular meeting of Tuesday, October 24, 2017 and held over for one (1) week until the regular meeting of October 31, 2017 was called up by the Presiding Officer.

ORDINANCE: 64-040-2017

Sponsored by: Councilmember Richardson

AN ORDINANCE AMENDING THE ORDINANCE ADOPTED BY THE BOARD OF COMMISSIONERS OF THE CITY OF MOBILE ON THE 16TH DAY OF MAY, 1967, SAID ORDINANCE BEING COMMONLY KNOWN AS THE ZONING ORDINANCE.

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MOBILE AS FOLLOWS:

Section One: That the Ordinance commonly known as the Zoning Ordinance and adopted on May 16,1967, together with the Zoning Map of the City of Mobile, 1967, be, and the same hereby is changed and altered in respect to that certain property in the City of Mobile, State of Alabama, described as follows to-wit:

LOTS 22 & 23 BLOCK A, FIRST ADDITION TO BOOKER T, WASHINGTON HIGHLANDS, AS RECORDED IN MAPBOOK 4, PAGE 243 IN THE OFFICE OF THE JUDGE OF PROBRATE COURT, ALABAMA.

The classification of said property is hereby changed from R-1, Single-Family Residential District to B-1, Buffer Business District, and it shall hereafter be lawful to construct on such property any structures permitted by the Ordinance of May 16, 1967, commonly known as the Zoning Ordinance and to use said premises for any use permitted by the terms of said Ordinance in a B-1, Buffer Business District, provided, however, that the plans for any structure or building sought to be erected on said property shall be in compliance with the building laws of the City of Mobile, and that any structure shall be approved by the Building Inspector of the City of Mobile, and that any such structure be erected only in compliance with such laws, including the requirements of said Zoning Ordinance of May 16, 1967, and further provided, however, that no lot or parcel of land herein above described shall be used for any use allowed in a B-1, Buffer Business District, until all of the conditions set forth below have been complied with: 1) Approval limited to an approved Planned Unit Development, if more than one building is proposed; and 2) Full compliance with all other municipal codes and ordinances.

Section Two: This Ordinance shall be in force and effect from and after its adoption and publication.

The ordinance was read by the City Clerk; whereupon Councilmember Richardson moved that the ordinance be adopted, which was seconded by Councilmember Rich and the vote was as follows:

Ayes: Richardson, Manzie, Small, Williams, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the ordinance adopted.

REZONE PROPERTY AT 1625 UNION STREET (EAST AND WEST SIDES OF UNION STREET, 345’ ± SOUTH OF ROCHESTER STREET) FROM R-1 TO R-3. The following ordinance which was introduced and read at the regular meeting of Tuesday, October 24, 2017 and held over for one (1) week until the regular meeting of October 31, 2017 was called up by the Presiding Officer.

ORDINANCE: 64-041-2017

Sponsored by: Councilmember Richardson

AMENDING THE ORDINANCE ADOPTED BY THE BOARD OF COMMISSIONERS OF THE CITY OF MOBILE ON THE 16TH DAY OF MAY, 1967, SAID ORDINANCE BEING COMMONLY KNOWN AS THE ZONING ORDINANCE.

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MOBILE AS FOLLOWS:

Section One: That the Ordinance commonly known as the Zoning Ordinance and adopted on May 16,1967, together with the Zoning Map of the City of Mobile, 1967, be, and the same hereby is changed and altered in respect to that certain property in the City of Mobile, State of Alabama, described as follows to-wit:

LOT 16 BLOCK A AND LOTS 8 & 9, BLOCK D, FIRST ADDITION TO BOOKER T WASHINGTON HIGHLANDS AS RECORDED IN MAP BOOK 4, PAGE 243, PROBATE COURT RECORDS MOBILE COUNTY, ALABAMA.

The classification of said property is hereby changed from R-1, Single-Family Residential District, to R-3, Multiple-Family Residential District, and it shall hereafter be lawful to construct on such property any structures permitted by the Ordinance of May 16, 1967, commonly known as the Zoning Ordinance and to use said premises for any use permitted by the terms of said Ordinance in a R-3, Multiple-Family Residential District, provided, however, that the plans for any structure or building sought to be erected on said property shall be in compliance with the building laws of the City of Mobile, and that any structure shall be approved by the Building Inspector of the City of Mobile, and that any such structure be erected only in compliance with such laws, including the requirements of said Zoning Ordinance of May 16, 1967, and further provided, however, that no lot or parcel of land herein above described shall be used for any use allowed in a R-3, Multiple-Family Residential District, until all of the conditions set forth below have been complied with: 1) Approval limited to an approved Planned Unit Development; and 2) Full compliance with all other municipal codes and ordinances.

Section Two: This Ordinance shall be in force and effect from and after its adoption and publication.

The ordinance was read by the City Clerk; whereupon Councilmember Richardson moved that the ordinance be adopted, which was seconded by Councilmember Rich and the vote was as follows:

Ayes: Richardson, Manzie, Small, Williams, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the ordinance adopted.

RESOLUTIONS HELD OVER:

REALLOCATE $26,000.00 FROM CAPITAL PROJECT C0040-CIVIC CENTER MAINTENANCE FUND 2000-REV. CODE BLT SALES TAX 2000.200001.31100 TO CAPITAL PROJECT CO084-FACILITIES ASSESSMENT (FUND 2000). The following resolution which was introduced and read at the regular meeting of Tuesday, October 24, 2017 and held over for one (1) week until the regular meeting of October 31, 2017 was called up by the Presiding Officer.

RESOLUTION: 09-686-2017

Sponsored by: Mayor Stimpson

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MOBILE, ALABAMA, that the sum of $26,000.00 be reallocated from Capital Project C0040-CIVIC CENTER MAINTENANCE FUND 2000-Rev Code BLT Sales Tax - 2000.2000001.31100 to Capital Project C0084-FACILITIES ASSESSMENT (FUND 2000).

The resolution was read by the City Clerk; whereupon Councilmember Richardson moved that the resolution be adopted, which was seconded by Councilmember Daves and the vote was as follows:

Ayes: Richardson, Manzie, Small, Williams, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the resolution adopted.

AUTHORIZE CONTRACT WITH ROB’T J. BAGGETT, INC. FOR GANGWAY PREVENTATIVE MAINTENANCE-TECHNICIANS SERVICE CONTRACT-CITY OF MOBILE, ALABAMA CRUISE TERMINAL, $22,327.00 (SC-211-17; 60206020-42200). The following resolution which was introduced and read at the regular meeting of Tuesday, October 24, 2017 and held over for one (1) week until the regular meeting of October 31, 2017 was called up by the Presiding Officer.

RESOLUTION: 21-687-2017

Sponsored by: Councilmember Manzie and Mayor Stimpson

BE IT RESOLVED BY THE CITY COUNCIL OF MOBILE, ALABAMA, that the Mayor and the City Clerk be, and they hereby are, authorized and directed to execute and attest, respectively, for and on behalf of the City of Mobile, a Contract, by and between the City of Mobile, and the company listed below, for work as outlined in the contract attached hereto and made a part hereof as though set forth in full. A copy of said contract is on file in the office of the City Clerk.

Name of company: Rob't J. Baggett, Inc.

Project name: Gangway Preventative Maintenance - Technicians Service
Contract - City of Mobile, Alabama Cruise Terminal

Project number: SC-211-17

Amount: $22,327.00

The resolution was read by the City Clerk; whereupon Councilmember Rich moved that the resolution be adopted, which was seconded by Councilmember Daves and the vote was as follows:

Ayes: Richardson, Manzie, Small, Williams, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the resolution adopted.

AUTHORIZE CONTRACT WITH JOHNSON CONTROLS, INC. FOR SERVICE CONTRACT-CHILLER SERVICE AND MAINTENANCE-VARIOUS CITY OF MOBILE FACILITY LOCATIONS, $359,000.00 3-YEAR CONTRACT (SC-261-17). The following resolution which was introduced and read at the regular meeting of Tuesday, October 24, 2017 and held over for one (1) week until the regular meeting of October 31, 2017 was called up by the Presiding Officer.

RESOLUTION: 21-688-2017

Sponsored by: Mayor Stimpson

BE IT RESOLVED BY THE CITY COUNCIL OF MOBILE, ALABAMA, that the Mayor and the City Clerk be, and they hereby are, authorized and directed to execute and attest, respectively, for and on behalf of the City of Mobile, a Contract, by and between the City of Mobile, and the company listed below, for work as outlined in the contract attached hereto and made a part hereof as though set forth in full. A copy of said contract is on file in the office of the City Clerk.

Name of company: Johnson Controls, Inc.

Project name: Service Contract-Chiller Service & Maintenance
Various City of Mobile Facility Locations

Project number: SC-261-17

Amount: $114,000.00 (1st Year Initial Term)
$118,000.00 (2nd Year First Additional Term)
$122,000.00 (3rd Year Second Additional Term)
$5,000.00 Contingency Allowance
$359,000.00 3 Year Contract

The resolution was read by the City Clerk; whereupon Councilmember Daves moved that the resolution be adopted, which was seconded by Councilmember Williams and the vote was as follows:

Ayes: Richardson, Manzie, Small, Williams, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the resolution adopted.

AUTHORIZE AMENDMENT TO THE CONTRACT WITH CBRE, INC. FOR FACILITIES CONDITION ASSESSMENT AND DEVELOPMENT TO FACILITATE A COMMUNITY WORKSHOP FOR THE MOBILE CIVIC CENTER REDEVELOPMENT, ADD $25,500.00 (PL220-16). The following resolution which was introduced and read at the regular meeting of Tuesday, October 24, 2017 and held over for one (1) week until the regular meeting of October 31, 2017 was called up by the Presiding Officer.

RESOLUTION: 21-689-2017

Sponsored by: Councilmember Manzie and Mayor Stimpson

BE IT RESOLVED BY THE CITY COUNCIL OF MOBILE, ALABAMA, that the Mayor and the City Clerk be, and they hereby are, authorized and directed to execute and attest, respectively, for and on behalf of the City of Mobile, a Contract, by and between the City of Mobile, and the company listed below, for work as outlined in the contract attached hereto and made a part hereof as though set forth in full. A copy of said contract is on file in the office of the City Clerk.

Name of company: CBRE, INC.

Project name: AMENDMENT TO PROFESSIONAL SERVICE
AGREEMENT FOR FACILITES CONDITION
ASSESSMENT AND DEVELOPMENT CONSULTING
SERVICES (FACILITATE ADDITIONAL SERVICES FOR
A "COMMUNITY WORKSHOP FOR THE MOBILE CIVIC
CENTER REDEVELOPMENT")

Project number: PL-220-16

Amount: ADDITIONAL $25,500.00 TO EXISTING CONTRACT

The resolution was read by the City Clerk; whereupon Councilmember Manzie moved that the resolution be adopted, which was seconded by Councilmember Daves and the vote was as follows:

Ayes: Richardson, Manzie, Small, Williams, Daves, Rich and Gregory
Nays: None

The vote was then announced by the City Clerk, whereupon the Presiding Officer declared the resolution adopted.

ORDINANCES BEING INTRODUCED:

AUTHORIZE ISSUANCE OF A TAXABLE GENERAL OBLIGATION WARRANTS, SERIES 2017D. The following ordinance was held over for one (1) week until the regular meeting of Tuesday, November 7, 2017.

ORDINANCE: 84-042-2017

Sponsored by: Mayor Stimpson

AN ORDINANCE AUTHORIZING THE ISSUANCE OF TAXABLE GENERAL OBLIGATION WARRANTS, SERIES 2017D

BE IT ORDAINED BY THE GOVERNING BODY OF CITY OF MOBILE, as follows:

Definitions and Other Provisions of General Application

Definitions
For all purposes of this ordinance, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meaning indicated:
“Authorized City Representative” shall mean the Mayor or the Executive Director of Finance of the City or any other officer or agent of the City authorized by the City’s governing body to act as “Authorized City Representative”.
“Beneficial Owner” shall have the meaning assigned in Section 3.11 for the Series 2017D Warrants.
“Book-Entry Only System” shall have the meaning assigned in Section 3.11 for the Series 2017D Warrants.
“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which the Paying Agent is required or authorized to be closed under general law or regulation applicable in the place of the Principal Office of the Paying Agent.
“City” shall mean the City of Mobile, a municipal corporation organized under the laws of the State of Alabama.
“Continuing Disclosure Agreement” shall mean the Continuing Disclosure Agreement executed and delivered by the City in connection with the issuance of the Series 2017D Warrants.
“Costs of Issuance Fund” shall mean the fund established pursuant to the Definitive Terms Certificate.
“Debt Service Fund” shall mean the fund established pursuant to Article 6.
“Debt Service” shall mean the principal, premium (if any) and interest payable on the Series 2017D Warrants.
“Defaulted Interest” shall have the meaning stated in Section 3.8.
“Definitive Terms Certificate” shall have the meaning stated in Section 3.2(h).
“DTC” shall have the meaning assigned in Section 3.11 for the Series 2017D Warrants.
“Enabling Law” shall mean Section 11-47-2 and Section 11-81-4 of the Code of Alabama 1975.
“Escrow Agreement” shall mean the Escrow Trust Agreement between the City and the Escrow Trustee in respect of the refunding of the Refunded Warrants.
“Escrow Fund” shall mean the irrevocable fund established pursuant to the Escrow Agreement.
“Escrow Trustee” shall mean Regions Bank, an Alabama banking corporation.
“Federal Securities” shall mean direct obligations of, or obligations the payment of which is guaranteed by, the United States of America.
“Financing Documents” shall mean this ordinance and the Series 2017D Warrants.
“Financing Participants” shall mean the City and the Paying Agent.
“Fiscal Year” shall mean the fiscal year of the City, as established from time to time by applicable law.
“Holder” when used with respect to any Series 2017D Warrant shall mean (1) if the Book-Entry Only System is not in effect, the person in whose name such Series 2017D Warrant is registered in the Warrant Register and (2) if the Book-Entry Only System is in effect, the Beneficial Owner of such Series 2017D Warrant on the records maintained pursuant to the Book-Entry Only System.
“Interest Payment Date”, when used with respect to any installment of interest on a Series 2017D Warrant, shall mean the date specified in such Series 2017D Warrant as the fixed date on which such installment of interest is due and payable.
“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended.
“Opinion of Counsel” shall mean an opinion from an attorney or firm of attorneys with experience in the matters to be covered in the opinion. Except as otherwise expressly provided in this ordinance, the attorney or attorneys rendering such opinion may be counsel for one or more of the Financing Participants.
“Outstanding”, when used with respect to Series 2017D Warrants, shall mean, as of the date of determination, all Series 2017D Warrants authenticated and delivered under this ordinance, except:
(1) Series 2017D Warrants cancelled by the Paying Agent or delivered to the Paying Agent for cancellation,
(2) Series 2017D Warrants for whose payment or redemption money in the necessary amount has been deposited with the Paying Agent for the Holders of such Series 2017D Warrants, provided that, if such Series 2017D Warrants are to be redeemed, notice of such redemption has been duly given pursuant to this ordinance or provision therefor satisfactory to the Paying Agent has been made; and
(3) Series 2017D Warrants in exchange for or in lieu of which other Series 2017D Warrants have been authenticated and delivered under this ordinance.
“Paying Agent” shall mean the agent of the City appointed as such pursuant to Section 3.10 for the purpose of paying Debt Service on the Series 2017D Warrants.
“Post-Default Rate” shall mean the interest rates borne by the Series 2017D Warrants. Interest at the Post-Default Rate shall be computed on the basis of an assumed year of 360 days with 12 months of 30 days each.
“Principal Office of the Paying Agent” shall mean the office where the Paying Agent maintains its principal corporate trust office in the State of Alabama.
“Principal Payment Date”, when used with respect to any Series 2017D Warrant, shall mean the date specified in such Series 2017D Warrant as the fixed date on which the principal of such Series 2017D Warrant is due and payable.
“Purchase Agreement” shall mean the Warrant Purchase Agreement between the City and the Underwriters in respect of the sale of the Series 2017D Warrants.
“Qualified Investments” shall mean:
(1) Federal Securities,
(2) An interest in any trust or fund that invests solely in Federal Securities or repurchase agreements with respect to Federal Securities, and
(3) a certificate of deposit issued by, or other interest-bearing deposit with, any bank organized under the laws of the United States of America or any state thereof, provided that (i) such bank has capital, surplus and undivided profits of not less than $25,000,000, (ii) such deposit is insured by the Federal Deposit Insurance Corporation or (iii) such deposit is secured by pledging Federal Securities having a market value (exclusive of accrued interest) not less than the face amount of such deposit (less the amount of such deposit insured by the Federal Deposit Insurance Corporation).
“Refunded Warrants” shall mean all or a portion of the Series 2009A Warrants as shall be set forth in the Definitive Terms Certificate.
“Regular Record Date” for the interest payable on any Interest Payment Date on the Series 2017D Warrants shall mean the date specified in Section 3.8.
“Series 2009A Warrants” shall mean the City’s $56,380,000 aggregate principal amount of General Obligation Refunding Warrants, Series 2009A, currently outstanding in the aggregate principal amount of $55,850,000.
“Series 2017D Warrants” shall mean the Taxable General Obligation Warrants, Series 2017D, authenticated and delivered pursuant to this ordinance.
“Special Record Date” for the payment of any Defaulted Interest on Series 2017D Warrants shall mean the date fixed by the Paying Agent pursuant to Section 3.8.
“Term Warrants” shall have the meaning stated in Section 3.2(g).
“Underwriters” shall mean the original purchasers of the Series 2017D Warrants from the City identified in Section 7.1.
“Warrant Payment Date” shall mean each date (including any date fixed for redemption of Series 2017D Warrants) on which Debt Service is payable on the Series 2017D Warrants.
“Warrant Register” shall mean the register or registers for the registration and transfer of Series 2017D Warrants maintained pursuant to Section 3.6.
General Rules of Construction
For all purposes of this ordinance, except as otherwise expressly provided or unless the context otherwise requires:
(a) Defined terms in the singular shall include the plural as well as the singular, and vice versa.
(b) All accounting terms not otherwise defined herein have the meaning assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. All references herein to “generally accepted accounting principles” refer to such principles as they exist at the date of application thereof.
(c) All references in this ordinance to designated “Articles”, “Sections” and other subdivisions are to the designated articles, sections and subdivisions of this ordinance as originally executed.
(d) The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this ordinance as a whole and not to any particular article, section or other subdivision.
(e) The term “person” shall include any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization and any government or any agency or political subdivision thereof.
(f) The term “including” means “including without limitation” and “including, but not limited to” Findings, Designations, Elections, Representations and Warranties.
The governing body of the City makes the following findings, designations, elections, representations and warranties as the basis for the undertakings on its part herein contained:
(1) The City has heretofore issued its Series 2009A Warrants. The governing body of the City has determined that it is in the public interest to advance refund all or a portion of the Series 2009A Warrants, as shall be set forth in the Definitive Terms Certificate, in order to realize present value interest savings. Such Series 2009A Warrants are referred to herein as the “Refunded Warrants”.
(2) Pursuant to this ordinance, in order to effect the refunding of the Refunded Warrants, the City will issue the Series 2017D Warrants.
(3) In order to effect the refunding of the Refunded Warrants, the City and the Escrow Trustee will enter into the Escrow Agreement simultaneously with the issuance of the Series 2017D Warrants. Pursuant to the Escrow Agreement, the Escrow Fund will be established for the retirement of the Refunded Warrants.
(4) In order to enhance flexibility in the timing of the sale of the Series 2017D Warrants, it is desirable for the governing body of the City to establish certain parameters that will govern the sale of the Series 2017D Warrants and to delegate to the Mayor of the City the power to approve the final terms of sale, and, accordingly, it is in the best interests of the City for the Mayor of the City to be authorized and directed to approve the final pricing terms of the Series 2017D Warrants, subject to the parameters established herein.
(5) Immediately after the issuance of the Series 2017D Warrants the total indebtedness of the City chargeable against the debt limitation for the City prescribed by the Alabama Constitution of 1901 will not be more than 20% of the assessed valuation of taxable property within the corporate limits of the City for the last fiscal year (ended on the next preceding September 30).
The Series 2017D Warrants
Authorization of Series 2017D Warrants
Pursuant to the authority to do so contained in the applicable provisions of the constitution and laws of Alabama, including particularly the Enabling Law, there is hereby authorized to be issued a series of warrants entitled “Taxable General Obligation Warrants, Series 2017D” (herein called the “Series 2017D Warrants”). The Series 2017D Warrants shall be issued for the purposes specified in Article 2.
Amount and Terms
(a) Subject to Section 7.2(b), the aggregate principal amount of the Series 2017D Warrants that may be authenticated and delivered and Outstanding shall be as described in the Definitive Terms Certificate.
(b) The Series 2017D Warrants shall be issuable as fully registered warrants without coupons in the denomination of $5,000 or any multiple thereof. Each Series 2017D Warrant shall have a single principal maturity. The Series 2017D Warrants shall be numbered separately from 1 upward.
(c) The Series 2017D Warrants shall mature on February 15 in the years more particularly described in the Definitive Terms Certificate. Subject to Section 7.2(b), the principal amount of Series 2017D Warrants maturing on each Principal Payment Date and the applicable rate of interest for the Series 2017D Warrants of each maturity shall be set forth in the Definitive Terms Certificate.
(d) The Series 2017D Warrants shall be dated as of the date set forth in the Definitive Terms Certificate and shall bear interest from such date, or the most recent date to which interest has been paid or duly provided for, until the principal thereof shall become due and payable, at the applicable rate per annum set forth in subsection (c) above. Interest on the Series 2017D Warrants shall be payable on February 15 and August 15 in each year, beginning February 15, 2017 (each such date being herein called an “Interest Payment Date”), and shall be computed on the basis of a 360-day year with 12 months of 30 days each. Interest on overdue principal and premium and (to the extent legally enforceable) on any overdue installment of interest on the Series 2017D Warrants shall be payable at the Post-Default Rate.
(e) Interest on the Series 2017D Warrants payable on any Interest Payment Date prior to the maturity or redemption thereof (in whole or in part) shall be payable by check or draft mailed by the Paying Agent to the registered Holders of the Series 2017D Warrants at their addresses appearing in the Warrant Register. Such payments of interest shall be deemed timely made if so mailed on the Interest Payment Date. Payment of the principal of (and premium, if any, on) the Series 2017D Warrants and payment of accrued interest on the Series 2017D Warrants due upon redemption on any date other than an Interest Payment Date shall be made only upon surrender thereof at the Principal Office of the Paying Agent. Debt Service on the Series 2017D Warrants payable at maturity shall be payable only upon surrender thereof at the Principal Office of the Paying Agent.
(f) Subsection (e) of this section to the contrary notwithstanding, upon the written request of the Holder of Series 2017D Warrants in an aggregate principal amount of not less than $100,000, the Paying Agent will make payment of the Debt Service due on such Series 2017D Warrant on any Warrant Payment Date by wire transfer to an account of such Holder maintained at a bank in the continental United States or by any other method providing for payment in same-day funds that is acceptable to the Paying Agent, provided that:
(1) such written request contains adequate instructions for the method of payment,
(2) the Holder agrees to pay the Paying Agent’s customary charge for handling such wire transfer, and
(3) payment of the principal of (and redemption premium, if any, on) such Series 2017D Warrant and payment of accrued interest on such Series 2017D Warrant due upon redemption on any date other than an Interest Payment Date shall be made only upon surrender of such Series 2017D Warrant to the Paying Agent.
(g) The Series 2017D Warrants shall be subject to redemption prior to maturity as set forth in the Definitive Terms Certificate.
(h) Section 7.2(b) sets forth the parameters for the amount and terms of the Series 2017D Warrants. The Mayor of the City is hereby authorized and directed to execute and deliver in the name and on behalf of the City a certificate substantially as set forth in Exhibit 3.2(h) that establishes, within the parameters set forth in Section 7.2(b), the definitive amount and terms of the Series 2017D Warrants, with such changes or additions to such certificate or deletions to such certificate as the Mayor of the City shall approve, which approval shall be conclusively evidenced by his or her execution of such certificate (the “Definitive Terms Certificate”). In setting the definitive amount and terms of the Series 2017D Warrants reflected in the Definitive Terms Certificate, the Mayor of the City may rely upon the advice and recommendation of the employees of and advisors to the City.
Form of Series 2017D Warrant
The Series 2017D Warrants and the authentication certificate shall be substantially in the form set forth in Exhibit 3.3, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this ordinance.
Execution and Authentication
(a) The Series 2017D Warrants shall be executed on behalf of the City by its Mayor under its seal reproduced thereon and attested by its City Clerk, and the certification of registration of each Series 2017D Warrant as a claim against the Debt Service Fund shall be executed by the Executive Director of Finance of the City. The signature of any of these officers on the Series 2017D Warrants may be manual or, to the extent permitted by law, facsimile. Series 2017D Warrants bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the City shall bind the City, notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to the authentication and delivery of such Series 2017D Warrants or shall not have held such offices at the date of such Series 2017D Warrants.
(b) No Series 2017D Warrants shall be secured by, or be entitled to any lien, right or benefit under, this ordinance or be valid or obligatory for any purpose, unless there appears on such Series 2017D Warrant a certificate of authentication substantially in the form provided for herein, executed by the Paying Agent by manual signature, and such certificate upon any Series 2017D Warrant shall be conclusive evidence, and the only evidence, that such Series 2017D Warrant has been duly authenticated and delivered hereunder.
Temporary Series 2017D Warrants
(a) Pending the preparation of definitive Series 2017D Warrants, the City may execute, and upon request of the City, the Paying Agent shall authenticate and deliver, temporary Series 2017D Warrants which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Series 2017D Warrants in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Series 2017D Warrants may determine, as evidenced by their execution of such Series 2017D Warrants.
(b) If temporary Series 2017D Warrants are issued, the City will cause definitive Series 2017D Warrants to be prepared without unreasonable delay. After the preparation of definitive Series 2017D Warrants, the temporary Series 2017D Warrants shall be exchangeable for definitive Series 2017D Warrants upon surrender of the temporary Series 2017D Warrants at the Principal Office of the Paying Agent, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Series 2017D Warrants, the City shall execute and the Paying Agent shall authenticate and deliver in exchange therefor a like principal amount of definitive Series 2017D Warrants of authorized denominations. Until so exchanged, temporary Series 2017D Warrants shall in all respects be entitled to the security and benefits of this ordinance.
Registration, Transfer and Exchange
(a) The City shall cause to be kept at the Principal Office of the Paying Agent a register (herein referred to as the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of Series 2017D Warrants and registration of transfers of Series 2017D Warrants entitled to be registered or transferred as herein provided. The Paying Agent is hereby appointed “Warrant Registrar” for the purpose of registering Series 2017D Warrants and transfers of Series 2017D Warrants as herein provided.
(b) Upon surrender for transfer of any Series 2017D Warrant at the Principal Office of the Paying Agent, the City shall execute, and the Paying Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Series 2017D Warrants of any authorized denominations and of the same maturity and aggregate principal amount.
(c) At the option of the Holder, Series 2017D Warrants may be exchanged for a like aggregate principal amount of Series 2017D Warrants, of any authorized denominations and of the same maturity, upon surrender of the Series 2017D Warrants to be exchanged at the Principal Office of the Paying Agent. Whenever any Series 2017D Warrants are so to be surrendered for exchange, the City shall execute, and the Paying Agent shall authenticate and deliver, the Series 2017D Warrants which the Holder making the exchange is entitled to receive.
(d) All Series 2017D Warrants surrendered upon any exchange or transfer provided for in this ordinance shall be promptly cancelled by the Paying Agent.
(e) All Series 2017D Warrants issued upon any transfer or exchange of Series 2017D Warrants shall be the valid obligations of the City and entitled to the same security and benefits under this ordinance as the Series 2017D Warrants surrendered upon such transfer or exchange.
(f) Every Series 2017D Warrant presented or surrendered for transfer or exchange shall (if so required by the City or the Paying Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the City and the Paying Agent duly executed, by the Holder thereof or his attorney duly authorized in writing.
(g) No service charge shall be made for any transfer or exchange of Series 2017D Warrants, but the City 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 Series 2017D Warrants.
(h) The City shall not be required (i) to transfer or exchange any Series 2017D Warrant during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Series 2017D Warrants and ending at the close of business on the day of such mailing, (ii) to transfer or exchange any Series 2017D Warrant so selected for redemption in whole or in part, or (iii) to exchange any Series 2017D Warrant during a period beginning at the opening of business on any Regular Record Date and ending at the close of business on the relevant Interest Payment Date therefor.
Mutilated, Destroyed, Lost and Stolen Series 2017D Warrants
(a) If (i) any mutilated Series 2017D Warrant is surrendered to the Paying Agent, or the City and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Series 2017D Warrant, and (ii) there is delivered to the City and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the City or the Paying Agent that such Series 2017D Warrant has been acquired by a bona fide purchaser, the City shall execute and upon its request the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Series 2017D Warrant, a new Series 2017D Warrant of like tenor and principal amount, bearing a number not contemporaneously Outstanding.
(b) Upon the issuance of any new Series 2017D Warrant under this section, the City may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith.
(c) Every new Series 2017D Warrant issued pursuant to this section in lieu of any destroyed, lost or stolen Series 2017D Warrant shall constitute an original additional contractual obligation of the City, whether or not the destroyed, lost or stolen Series 2017D Warrant shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this ordinance equally and ratably with all other Outstanding Series 2017D Warrants.
(d) The provisions of this section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Series 2017D Warrants.
Payment of Interest on Series 2017D Warrants; Interest Rights Preserved
(a) Interest on any Series 2017D Warrant which is payable on any Interest Payment Date shall be paid to the person in whose name that Series 2017D Warrant is registered at the close of business on the Regular Record Date for such interest, which shall be the 1st day (whether or not a Business Day) of the month of such Interest Payment Date. Payment of the principal of (and premium, if any, on) the Series 2017D Warrants and payment of accrued interest due upon redemption on any date other than an Interest Payment Date shall be made only upon surrender of the Series 2017D Warrants at the Principal Office of the Paying Agent.
(b) Any interest on any Series 2017D Warrant which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder; and such Defaulted Interest shall be paid by the City to the persons in whose names such Series 2017D Warrants are registered at the close of business on a special record date (herein called a “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The City shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Series 2017D Warrant and the date of the proposed payment (which date shall be such as will enable the Paying Agent to comply with the next sentence hereof), and at the same time the City shall deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held solely for the benefit of the persons entitled to such Defaulted Interest as in this subsection provided. Thereupon, the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15, nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Paying Agent of the notice of the proposed payment. The Paying Agent shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of a Series 2017D Warrant at his address as it appears in the Warrant Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Series 2017D Warrants are registered on such Special Record Date.
(c) Subject to the foregoing provisions of this section, each Series 2017D Warrant delivered under this ordinance upon transfer of or in exchange for or in lieu of any other Series 2017D Warrant shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series 2017D Warrant and each such Series 2017D Warrant shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution.
Persons Deemed Owners
The City, the Paying Agent and any agent of the City or the Paying Agent may treat the person in whose name any Series 2017D Warrant is registered as the owner of such Series 2017D Warrant for the purpose of receiving payment of Debt Service on such Series 2017D Warrant (subject to Section 3.8) and for all other purposes whatsoever whether or not such Series 2017D Warrant is overdue, and, to the extent permitted by law, neither the City, the Paying Agent nor any such agent shall be affected by notice to the contrary.
Paying Agent
(a) Regions Bank, an Alabama banking corporation, is hereby appointed “Paying Agent” for the purpose of paying Debt Service on the Series 2017D Warrants on behalf of the City.
(b) The Debt Service on the Series 2017D Warrants shall, except as otherwise provided herein, be payable at the Principal Office of the Paying Agent.
(c) The Paying Agent may be removed at any time (i) by an instrument or concurrent instruments in writing delivered to the Paying Agent and the City signed by the Holders of a majority in aggregate principal amount of the Series 2017D Warrants then Outstanding, or (ii) if no default exists with respect to the payment of the Series 2017D Warrants, by a written notice delivered to the Paying Agent and signed on behalf of the City by an Authorized City Representative.
(d) If the bank designated as Paying Agent pursuant to subsection (a) of this section shall resign or be removed or shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of it or of its property shall be appointed or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the City shall appoint a successor Paying Agent. Any successor Paying Agent must have capital and surplus of not less than $50,000,000, must be subject to supervision or examination by federal or State of Alabama authority, and must have a corporate trust office within the State of Alabama. The City shall give notice of the appointment of any such successor Paying Agent by first-class mail, postage prepaid, to the Holders of Series 2017D Warrants as their names or addresses appear in the Warrant Register.
Book Entry Only System
(a) The registration and payment of Series 2017D Warrants shall be made pursuant to the Book-Entry Only System (the “Book-Entry Only System”) administered by The Depository Trust Company (“DTC”) in accordance with the Blanket Letter of Representations attached to and incorporated by reference in this ordinance as Exhibit 3.11(a) (the “Letter of Representations”) until such System is terminated pursuant to Section 3.11(c).
(b) While Series 2017D Warrants are in the Book-Entry Only System the following provisions shall apply for purposes of this ordinance and shall supersede any contrary provisions of this ordinance:
(1) Notwithstanding the fact that DTC may hold a single physical certificate for each stated maturity for purposes of the Book-Entry Only System, the term “Series 2017D Warrants” shall mean each separate Security (as defined in the Letter of Representations) issued pursuant to the Book-Entry Only System, and the term “Holder” shall mean the person identified on the records of DTC as the owner of the related Security.
(2) The terms and limitations of this ordinance with respect to each separate Series 2017D Warrant shall be applicable to each separate Security registered under the Book-Entry Only System.
(3) All notices under this ordinance to Holders of Series 2017D Warrants from either the City or the Paying Agent shall be delivered by the City or the Paying Agent, as the case may be, to DTC for distribution by DTC in accordance with the Letter of Representations. All notices under this ordinance to or from persons other than a Holder of a Series 2017D Warrant shall be delivered directly to such person as provided in this ordinance and shall not be delivered through DTC or the Book-Entry Only System.
(4) All payments of Debt Service on the Series 2017D Warrants shall be made by the Paying Agent to DTC and shall be made by DTC to the Participants (as such term is defined in the Letter of Representations) as provided in the Letter of Representations. All such payments shall be valid and effective fully to satisfy and discharge the City’s obligations with respect to such payments.
(5) The Beneficial Owners (as such term is defined in the Letter of Representations) of the Series 2017D Warrants, by their acquisition of any beneficial interest in a Series 2017D Warrant or Series 2017D Warrants, and the Participants severally agree that the City and the Paying Agent shall not have any responsibility or obligation to any Participant or any Beneficial Owner with respect to (1) the accuracy of any records maintained by DTC or any Participant; (2) the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the principal of, purchase price of, premium (if any) and interest on the Series 2017D Warrants; (3) the delivery or timeliness of delivery by DTC or any Participant of any notice due to any Beneficial Owner which is required or permitted under the terms of this ordinance to be given to Beneficial Owners; or (4) any consent given or other action taken by DTC or its nominee, as owner.
(c) If the City and the Paying Agent concur that it would be in the best interests of the Holders of the Series 2017D Warrants for the Book-Entry Only System to be discontinued (in whole or in part), such Book-Entry Only System shall be discontinued (in whole or in part) in accordance with the provisions of the Letter of Representations. In addition, the Book-Entry Only System may be discontinued (in whole or in part) at any time by the City or the Paying Agent acting alone in accordance with the Letter of Representations.
Payments Due on a Day Other Than a Business Day
If any payment on the Series 2017D Warrants is due on a day which is not a Business Day, such payment shall be made on the first succeeding day which is a Business Day with the same effect as if made on the day such payment was due.
Cancellation
All Series 2017D Warrants surrendered for payment, redemption, transfer or exchange shall be promptly cancelled by the Paying Agent. No Series 2017D Warrants shall be registered in lieu of or in exchange for any Series 2017D Warrant cancelled as provided in this section, except as expressly provided by this ordinance.
Redemption of Series 2017D Warrants
General Applicability of Article
(a) The Series 2017D Warrants shall be redeemable in accordance with the redemption provisions set forth in Section 3.2(g), the Definitive Terms Certificate, and the provisions of this article.
(b) The Series 2017D Warrants shall be redeemed in accordance with the mandatory redemption provisions of the Series 2017D Warrants without any direction from or consent by the City. The Series 2017D Warrants shall be redeemed in accordance with the optional redemption provisions of the Series 2017D Warrants only upon direction of the City.
Election to Redeem; Notice to Paying Agent
The election of the City to exercise any right of optional redemption shall be evidenced by a certified resolution or ordinance of the governing body of the City delivered to the Paying Agent. In case of any redemption at the option of the City of less than all the Outstanding Series 2017D Warrants, the City shall, at least 60 days prior to the date fixed by the City for redemption of Series 2017D Warrants (unless a shorter notice shall be satisfactory to the Paying Agent), notify the Paying Agent of such redemption date and of the principal amount and maturities of Series 2017D Warrants to be redeemed.
Selection by Paying Agent of Series 2017D Warrants to be Redeemed
(a) Except in the case of mandatory redemption of the Term Warrants, if any, if less than all Series 2017D Warrants Outstanding are to be redeemed, the particular Series 2017D Warrants to be redeemed may be specified by the City by written notice to the Paying Agent, or, in the absence of timely receipt by the Paying Agent of such notice, shall be selected by the Paying Agent by lot or by such other method as the Paying Agent shall deem fair and appropriate; provided, however, that (i) the principal amount of Series 2017D Warrants of each maturity to be redeemed must be a multiple of the smallest authorized denomination of Series 2017D Warrants, and (ii) if less than all Series 2017D Warrants with the same stated maturity are to be redeemed, the Series 2017D Warrants of such maturity to be redeemed shall be selected by lot by the Paying Agent.
(b) Except as otherwise provided in the specific redemption provisions for the Series 2017D Warrants, if less than all Series 2017D Warrants with the same series and maturity are to be redeemed, the particular Series 2017D Warrants of such series and maturity to be redeemed shall be selected by the Paying Agent not less than 30 nor more than 60 days prior to the redemption date from the Outstanding Series 2017D Warrants of such series and maturity then eligible for redemption in accordance with the Book-Entry Only System or, if the Book-Entry Only System is no longer in effect, by lot or by such other method as the Paying Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (in authorized denominations) of the principal of Series 2017D Warrants of such maturity of a denomination larger than the smallest authorized denomination.
(c) The Paying Agent shall promptly confirm to the City in writing the Series 2017D Warrants selected for redemption and, in the case of any Series 2017D Warrant selected for partial redemption, the principal amount thereof to be redeemed.
(d) For all purposes of this ordinance, unless the context otherwise requires, all provisions relating to the redemption of Series 2017D Warrants shall relate, in the case of any Series 2017D Warrant redeemed or to be redeemed only in part, to the portion of the principal of such Series 2017D Warrant which has been or is to be redeemed.
Notice of Redemption
(a) Unless waived by the Holders of all Series 2017D Warrants then Outstanding, notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each Holder of Series 2017D Warrants to be redeemed at his address appearing in the Warrant Register.
(b) All notices of redemption shall state:
(1) the redemption date,
(2) the redemption price,
(3) the principal amount of Series 2017D Warrants to be redeemed, and, if less than all Outstanding Series 2017D Warrants are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Series 2017D Warrants to be redeemed,
(4) that on the redemption date the redemption price of each of the Series 2017D Warrants to be redeemed will become due and payable and that the interest thereon shall cease to accrue from and after said date,
(5) the place or places where the Series 2017D Warrants to be redeemed are to be surrendered for payment of the redemption price, and
(6) any conditions to such redemption specified in accordance with the provisions of Section 4.4(e).
(c) Notice of redemption of Series 2017D Warrants to be redeemed at the option of the City shall be given by the City or, at the City’s request, by the Paying Agent in the name and at the expense of the City. Notice of redemption of Series 2017D Warrants in accordance with the mandatory redemption provisions of the Series 2017D Warrants shall be given by the Paying Agent in the name and at the expense of the City.
(d) The City and the Paying Agent shall, to the extent practical under the circumstances, comply with the standards set forth in the United States Securities and Exchange Commission’s Exchange Act Release No. 23856 dated December 3, 1986, regarding redemption notices, but their failure to do so shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed in this section.
(e) A notice of optional redemption may state that the redemption of Series 2017D Warrants is contingent upon specified conditions such as receipt of a specified source of funds or the occurrence of specified events. If the conditions for such redemption are not met, the City shall not be required to redeem Series 2017D Warrants (or portions thereof) identified in such notice, and any Series 2017D Warrants surrendered on the specified redemption date shall be returned to the Holders of such Series 2017D Warrants.
Deposit of Redemption Price
Prior to any redemption date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Series 2017D Warrants which are to be redeemed on that date. Such money shall be held solely for the benefit of the persons entitled to such redemption price.
Series 2017D Warrants Payable on Redemption Date
(a) Notice of redemption having been given as aforesaid, the Series 2017D Warrants so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless th


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