REGULAR COUNCIL MEETING
The Regular Meeting of Council was held on December 23, 1985 at 7:30 p.m. with Mayor Carroll presiding. Members present were Messrs. Richter, Boaman, Bulley, Christiansen, Witt, Weyandt and Shevock. Mr. Ambruso was absent.
The invocation was given by the Reverend J.H. Williams, Council Chaplain.
AGENDA ADDITIONS/DELETIONS
Mr. Richter requested an additional agenda item to discuss a letter from Mr. Watson Baker concerning an ambulance bill.
ADOPTION OF MINUTES - REGULAR COUNCIL MEETING OF NOVEMBER 25, 1985
The Minutes of the Regular Council Meeting of November 25, 1985 were unanimously approved by motion of Mr. Witt, seconded by Mr. Bulley and bore the written approval of Mayor Carroll.
ADOPTION OF MINUTES - SPECIAL EMERGENCY COUNCIL MEETING OF DECEMBER 4, 1985
The Minutes of the Special Emergency Council Meeting of December 4, 1985 were unanimously approved by motion of Mr. Witt, seconded by Mr. Bulley and bore the written approval of Mayor Carroll.
PUBLIC HEARING - ABANDONMENT OF 15' ALLEY BETWEEN WATER AND DUPONT STREETS, RUNNING APPROXIMATELY 50' FROM QUEEN STREET EAST TO PROPERTY OF KIMBERLY (FOX) SHELMAN
A public hearing was duly advertised for this time and place to consider abandonment of a 15' alley as described above.
Mayor Carroll declared the hearing open.
Mr. William H. Hurley III of 147 Greenhill Avenue stated that he owns property abutting the proposed alley abandonment and disputed the description of the alley as outlined on the Council agenda. Mr. Hurley also advised that he is requesting through his attorney abandonment of a portion of the alley that runs from New Street west along the perimeters of property that he owns.
Mr. Robert Carter stated that his son is purchasing two lots adjacent to the alley for commercial purposes. He wishes a curb depression off Queen Street as an entrance, utilizing the present alley right-of-way for parking.
Council noted that the alley boundary actually begins at the easterly perimeter of a narrow strip of City owned land running parallel with Queen Street. The two lots purchased by Mr. Cater border the alley on the northerly and southerly perimeter. The northerly lot is 50.12 feet and the southern lot is 54-89 feet. The proposed abandonment would abandon that portion of the alley adjacent to the 50.12' lot. At such time that Mr. Hurley requests abandonment of the alley adjacent to his property and Mr. Patterson, the remainder of the alley will be abandoned to New Street.
Mayor Carroll declared the hearing closed.
Mr. Richter moved for abandonment of that portion of the alley running from the lands of Mr. William H. Hurley III, approximately 50.12 feet west to the narrow strip of City owned land being conveyed to Mr. Carter paralleling Queen Street, following the northerly borderline of an alley adjacent to property purchased by Mr. Carter. The motion was seconded by Mr. Weyandt and by a roll call vote of six (6) yes, one (1) no (Mr. Witt), with Mr. Ambruso absent, Council adopted the following resolution:
A RESOLUTION VACATING AND ABANDONING A CERTAIN ALLEY SITUATED IN THE CITY OF DOVER:
Be It Resolved by the Council of the City of Dover:
Section 1. The Council of the City of Dover hereby vacates and abandons the following alley laid out upon a plot as recorded in the Office of the Recorder of Deeds of Kent County:
ALL that certain portion of an unopened alley lying between duPont Street and Water Street, more particularly described as follows:
BEGINNING at a point in the easterly right of way of Queen Street where the right of way intersects the northerly line of said public alley, thence running with said alley in an easterly direction for a distance of 50 feet to a point in line of lands N/L of Kimberly (Fox) Shellman and thence forming a new line running in a southerly direction a distance of 15 feet to a point in the southerly line of the alley and lands of Shellman; thence, running with said lands of Shellman in a westerly direction for a distance of 50 feet to a point in the easterly right of way of Queen Street; thence, running with said right of way in a northerly direction for a distance of 15 feet to the point and place of beginning.
Section 2. Since no person has been deprived of property by the vacating and abandoning of the aforesaid alley no compensation is awarded.
Section 3. This resolution shall be effective upon the filing of a revised plot plan.
ADOPTED: DECEMBER 23, 1985
ELECTRIC REVENUE REFUNDING BOND ISSUE - SERIES 1985 - RESOLUTIONS
Mayor Carroll introduced Ms. Kathleen Fury, Bond Attorney for Potter, Anderson and Corroon, who advised Council that two resolutions have been prepared for their consideration. The first document, a supplemental resolution, amends a section of the 1965 resolution under which bonds of the City are outstanding. This resolution amends provisions of the 1965 bonds resolution allowing for refunding or defeasance of those prior bonds so that the electric refunding bonds, series 1985, can be issued. The thirty (30) day notification to registered bond owners stating the City’s intent to amend the 1965 bond resolution has been accomplished.
By motion of Mr. Shevock, seconded by Mr. Bulley, Council by unanimous roll call vote (Mr. Ambruso absent), adopted the following resolution:
SUPPLEMENTAL RESOLUTION AMENDING
RESOLUTION OF JULY 26, 1965
PERTAINING TO ISSUANCE OF BONDS
WITH RESPECT TO THE CITY’S ELECTRIC SYSTEM
WHEREAS, pursuant to a Bond Resolution adopted on July 26, 1965 as subsequently amended on January 8, 1973 (the “Resolution”), the City has issued and there remain outstanding certain of its Electric Revenue Refunding Bonds issued in 1965 and 1973 and certain of its Electric Revenue Bonds issued in 1973 (all hereinafter referred to as the “Prior Bonds”);
WHEREAS, the City anticipates the issuance of additional Electric Revenue Bonds (“Additional Bonds”) to finance certain modifications and improvements to its Electric System;
WHEREAS, the City desires to amend certain provisions of the Resolution to facilitate the issuance of, improve the market-ability of and reduce the debt service and funding requirements associated with, Additional Bonds;
WHEREAS, in order to make these certain amendments to the Resolution, it is necessary to provide for the payment of, and to defease the Resolution with respect to the Prior Bonds;
WHEREAS, Section 515 of the Resolution provides for all funds held under the Indenture to be released to the City “[a]fter provision shall be made for the payment of all bonds secured hereby and the interest thereon and all expenses and charges herein required to be paid” but said Section 515 does not specify how such provision for payment must be made;
WHEREAS, Section 1001 of the Resolution permits the City, with the approval of the Trustee, upon 30 days’ notice to each principal underwriter and registered bondholders but without the consent of any bondholders, to amend the Resolution by a supplemental resolution in such manner as “shall not be inconsistent with the terms and provisions of the Resolution and shall not adversely affect the interests of the bondholders,” in order to, among other things, “cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution;”
WHEREAS, Sections 306 and 1112 of the Resolution contain defeasance provisions with respect to the optional redemptions described therein; to wit, when sufficient moneys or Government Obligations are deposited with the Trustee for the payment of the redemption price plus any accrued interest to the redemption date of such bonds, such bonds will no longer be considered outstanding and shall cease to be entitled to any benefit or security under the Resolution;
WHEREAS, the City has determined that the amendment to the Resolution hereinafter set out is not inconsistent with the terms and provisions of the Resolution and will not adversely affect the interests of the bondholders and the City has requested that the Trustee approve such amendment and enter into this Supplemental Resolution;
WHEREAS, Council on November 15, 1985 resolved its intent to adopt the amendment hereinafter set out and the Trustee has given 30 days’ notice thereof as provided in Section 1001 of the Resolution in the form of Exhibit A hereto.
BE IT RESOLVED by the Council of the City of Dover, Delaware:
1. Section 515 of the Resolution is hereby amended in its entirety to read as follows:
“Section 515. In the event that the City shall deposit with the Trustee moneys or Government Obligations in such amounts, bearing interest at such rates and maturing (without option of prior payment) at such dates that the proceeds thereof and the earnings thereon will be sufficient for the payment of the redemption price of bonds for which the City has given the Trustee irrevocable instructions to call for redemption and the payment of the principal amount of bonds to be paid at maturity together with the interest coming due on all such bonds to such redemption or maturity date, such bonds shall not thereafter be deemed to be outstanding under this Resolution and shall cease to be entitled to any benefit or security under this Resolution other than the right to receive payment from such moneys or Government Obligations. Any such funds shall be held in trust by the Trustee for such bondholders. After provision shall be made as aforesaid for the payment of all bonds secured hereby and the interest thereon and all expenses and charges herein required to be paid, the Trustee shall pay any balance in the Interest and Sinking Fund and any balance in any other fund then held by it to the City.”
Section 2. The City hereby requested the Trustee to approve this Supplemental Resolution and in consideration therefor hereby agrees to hold the Trustees harmless and indemnify it against any loss or expense incurred in connection with or resulting from carrying out this request of the City and approving this Supplemental Resolution.
Section 3. This resolution shall take effect upon its passage and approval by the Mayor subject to approval by the Trustee.
PASSED AND ADOPTED on the day of December, 1985.
Approved:
Mayor
Attest:
City Clerk
The foregoing resolution is hereby approved by Delaware Trust Company as Trustee under the Resolution.
Delaware Trust Company
as Trustee under the
Resolution
By
Title:
EXHIBIT A
NOTICE TO REGISTERED BONDHOLDERS
AND PRINCIPAL UNDERWRITER
Re: The City of Dover, Delaware
$10,245,000 Electric Revenue Refunding Bonds (Series 1965)
$13,995,000 Electric Revenue Refunding Bonds (Series 1973)
$10,000,000 Electric Revenue Bonds (Series 1973)
Notice is hereby give than the City of Dover has resolved its intent to amend its Resolution of July 26, 1965, as amended January 8, 1973, (the “Resolution”) which provided for the issuance of the above referenced bonds.
Section 515 of the Resolution provides for all funds held under the Resolution by the Trustee to be released to the City “[a]fter provision shall be made for the payment of all bonds secured hereby and the interest thereon and all expenses and charges herein required to be paid.” The City proposes to amend Section 515 to require the City to deposit with the Trustee monies or direct obligations of the United States Treasury which together with the earnings thereon will be sufficient to pay all principal and interest on the bonds when due either at maturity or upon earlier redemption in order to take advantage of the defeasance provision of Section 515. The proposed amendment also provides that, upon the deposit of such monies or obligations, the bonds covered thereby will thereafter no longer be considered outstanding under the Resolution, they will no longer be entitled to the benefit of the lien of the Indenture and they will thereafter look only to such deposited monies and obligations for payment thereon.
The proposed amendment will be made in accordance with Section 1001 of the Resolution which permits amendments, with the approval of the Trustee, upon 30 days’ notice to each principal underwriter (as defined in the Resolution) and to registered bondholders but without the consent of any bondholders, which “shall not be inconsistent with the terms and provisions of the Resolution and shall not adversely affect the interests of the bondholders” in order to, among other things, “cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution.”
The Trustee has received the advice of the City’s Financial Advisor, Government Finance Associates, Inc., that the proposed amendment will not adversely affect the interests of bondholders and it has received the opinion of the City’s Bond Counsel, Potter Anderson & Corroon, that the proposed amendment will not be inconsistent with the terms and provisions of the Resolution and is otherwise permitted under Section 1001 as aforesaid.
The proposed amendment provides that the City will agree to hold the Trustee harmless and indemnify it against any loss or expense incurred in connection with or resulting from entering into the amendment.
The Trustee intends to approve the proposed amendment after the 30 day notice period has elapsed. Any bondholder wishing to comment on the Trustee’s proposed action must contact the Trustee prior to December 18, 1985.
Copies of the proposed amendment to the Resolution are available at the principal corporate trust office at the Trustee, 9th and Market Streets, Wilmington, Delaware, Attention: Richard N. Smith (302-421-7339).
DELAWARE TRUST COMPANY
TRUSTEE
Dated: November 18, 1985
RESOLUTION - 1985 SERIES, ELECTRIC REFUNDING BONDS
By motion of Mr. Shevock, seconded by Mr. Bulley, Council by unanimous roll call vote (Mr. Ambruso absent), adopted the following resolution:
A RESOLUTION PURSUANT CHAPTER 111, VOLUME 52, LAWS OF DELAWARE, AS AMENDED BY CHAPTER 340, VOLUME 57, LAWS OF DELAWARE; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $13,395,000 REVENUE BONDS OF THE CITY, PAYABLE SOLELY FROM REVENUES OF THE ELECTRIC SYSTEM AND CERTAIN OTHER FUNDS PROVIDED THEREFOR, TO REVENUE REFUNDING BONDS (SERIES 1965), ELECTRIC REVENUE REFUNDING BONDS (SERIES 1973) AND ELECTRIC REVENUE BONDS (SERIES 1973) AND PROVIDING FOR THE DEFEASANCE OF SIAD REFUNDED BONDS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS OF THE CITY FOR PAYING THE COST OF IMPROVEMENTS OF THE ELECTRIC SYSTEM OF THE CITY AND FOR OTHER PURPOSES; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTITUTE A DEBT OF THE CITY OR A PLEDGE OF ITS FAITH AND CREDIT; PROVIDING FOR THE COLLECTION OF RATES, FEES AND CHARGES FOR THE SERVICES AND FACILITIES FURNISHED BY THE ELECTRIC SYSTEM, AND FOR THE CREATION OF CERTAIN SPECIAL FUNDS; PLEDGING TO THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH REVENUE BONDS THE NET REVENUES OF THE ELECTRIC SYSTEM; APPOINTING THE TRUSTEE AND PRESCRIBING ITS POWERS AND DUTIES; AND SETTING FORTH THE RIGHTS AND REMEDIES OF THE OWNERS OF SUCH BONDS.
WHEREAS, pursuant to the provisions of the City Charter (Chapter 158, Volume 36, Laws of Delaware, as amended), The City of Dover (hereinafter sometimes called the “City”), a municipal corporation in the State of Delaware, owns and operates an electric system which generates and distributes electric energy for lighting, heating and power within the corporate limits of the City and surrounding territory (hereinafter sometimes called the “Electric System”), consisting of a steam generating plant, transmission and distribution lines, sub-stations, meters, machinery, equipment and other property appurtenant thereto; and
WHEREAS, by virtue of Chapter 111, Volume 52, Laws of Delaware, as amended by Chapter 340, Volume 57, Laws of Delaware (the “Enabling Act”), the City is authorized and empowered:
(a) to extend, enlarge, reconstruct and otherwise improve the Electric System, either within or without or partially without the corporate limits of the City, and to maintain, repair and operate the same,
(b) to prescribe, revise and collect rates, fees or charges for the services and facilities furnished by the Electric System,
(c) to issue revenue bonds of the City, as provided in the Enabling Act, to finance in whole or in part the cost of any such extensions, enlargements, reconstruction or other improvements,
(d) to pledge to the punctual payment of such revenue bonds and the interest thereon all or any part of the revenues of the Electric System,
(e) to issue revenue refunding bonds of the City for the purpose of refunding any revenue bonds then outstanding, including the payment of any redemption premium thereon and any interest accrued or to accrue to the date of redemption of such bonds, and, if deemed advisable, for the additional purpose of constructing improvements, extension or enlargements of the Electric System, and
(f) to do all acts and things necessary or convenient to carry out the powers expressly granted in the Enabling Act;
WHEREAS, to provide funds to refund indebtedness incurred by the City to pay a part of the cost of the Electric System and to provide funds to pay a part of the cost of certain improvements to the Electric System, pursuant to a Resolution adopted by the City on July 26, 1965 (and as subsequently amended by supplemental resolution on January 8, 1973) (the resolution as so amended and as may be hereinafter referred to as the “1965 Resolution”), the City has issued (i) $10,245,000 aggregate principal amount of its Electric Revenue Refunding Bonds dated August 15, 1965, of which $1,255,000 remains outstanding and (ii) $13,995,000 aggregate principal amount of its Electric Revenue Refunding Bonds (Series 1973) and $10,000,000 aggregate principal amount of its Electric Revenue Bonds (Series 1973) of which $19,110,000 remains outstanding (all of the foregoing hereinafter referred to as the “Prior Bonds”);
WHEREAS, the City desires to issue its revenue bonds in the aggregate principal amount of $13,395,000 (the “Series 1985 Refunding Bonds”) to provide funds which, together with certain other funds provided for herein, and the investment earnings thereon, will be sufficient to pay the principal and interest on the Prior Bonds when due or upon earlier call for redemption;
WHEREAS, by Resolution adopted November 15, 1985, the City resolved its intent to so issue its revenue bonds in the aggregate principle amount not to exceed $16,000,000 and caused notice thereof to be published on November 18, 1985 as provided in Section 9 of the Enabling Act;
WHEREAS, by Resolution adopted November 15, 1985 the City resolved its intent to further amend the 1965 Resolution so that upon the issuance of the Series 1985 Refunding Bonds and the deposit of the proceeds thereof and certain other funds as provided herein, the Prior Bonds will no longer be considered outstanding under the 1965 Resolution and the lien of the 1965 Resolution on the revenues and funds described in the 1965 Resolution will be defeased so that the revenues and funds held under the 1965 Resolution can be disposed of by the City as provided herein;
WHEREAS, the City has adopted said further amendment to the 1965 Resolution on December 23, 1985 (the “1985 Supplemental Resolution”) after the expiration of a required 30 day notice period and prior to the closing on the issuance and sale of the Series 1985 Refunding Bonds;
WHEREAS, in order to facilitate the issuance by the City of additional bonds in the future for additional Improvements to the Electric System and for other purposes stated herein, the City desires to adopt this Resolution;
NOW, THEREFORE, BE IT RESOLVED By the Council of the City of Dover, Delaware as follows:
ARTICLE I
DEFINITIONS
Section 101. Meanings of words and terms. In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended or is required by the Enabling Act;
The term “Amortized Value” shall mean when used with respect to securities purchased at a premium above or a discount below par, the value as of any given date obtained by dividing the total amount of the premium or the discount at which such securities were purchased by the number of days remaining to maturity of such securities at the time of such purchase and by multiplying the amount so calculated by the number of days having passed from the date of such purchase, and (i) in the case of securities purchased at a premium, by deducting the product thus obtained from the purchase price and (ii) in the case of securities purchased at discount, by adding the product thus obtained to the purchase price.
The term “Annual Budget” shall mean the budget adopted or in effect for each fiscal year as provided in Section 505 of this Resolution.
The term “Business Day” shall mean a day on which the Trustee and any Paying Agent are not required or not authorized by law to be closed and on which the New York Stock Exchange is open.
The term “Bond Counsel” shall mean Potter Anderson & Corroon or any attorney or firms of attorneys of nationally recognized standing which is experienced in the issuance of tax exempt obligations.
The words “City Clerk” shall mean the Clerk chosen by the City Council under the provisions of Section 16 of the City Charter.
The words “City Council” shall mean the Council of the City or the board or body in which the general legislative power of the City shall be vested.
The term “Current Expenses” shall mean the City’s reasonable and necessary current expenses of maintenance, repair and operation of the Electric System, and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance, repair and operation which may include expenses not annually recurring, all administrative expenses, engineering expenses relating to maintenance, repair and operation, fees and expenses of the Trustee, charges of the Paying Agent, legal expenses, fees of consultants, and any other expenses required to be paid by the City under the provisions of this Resolution or by law, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any deposits or transfers to the credit of the special funds hereinafter created and designated Interest and Sinking Fund or the Improvement and Extension Fund or any payments with respect to Non-Parity Debt.
The term “daily newspaper” shall mean a newspaper regularly published in the English language on each business day in each calendar week excluding Saturdays.
The word “Depositary” shall mean any bank or trust company duly authorized by law to engage in the banking business and selected by the City Council as a depositary of moneys under the provisions of this Resolution.
The term “Enabling Act” shall mean Chapter 111, Volume 52, Laws of Delaware, as amended by Chapter 340, Volume 57, Laws of Delaware.
The term “Engineering Consultants” shall mean the engineer or engineering firm or corporation at the time employed under the provisions of Section 705 of this Resolution to perform and carry out the duties imposed on the Engineering Consultants by this Resolution.
The term “Escrow Agreement” means the Escrow Agreement dated as of December 23, 1985 by and between the City and Delaware Trust Company as trustee under the 1965 Resolution and which provides for the retirement of the Prior Bonds.
The term “Expense Fund” means the fund by that name established under Section 401.
The term “fiscal year” shall mean the period commencing on the first day of July of any year and ending on the last day of June of the following year.
The term “Government Obligations” shall mean collectively, (i) direct obligations of the United States of America or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor; (ii) bank certificates of deposit fully secured as to principal and interest by the obligations described in (i); (iii) certificates evidencing ownership of portions of such obligations described in (i) held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and independently against the the obligor on the underlying obligations if such underlying obligations are not available to satisfy any claim against the custodian; or (iv) municipal obligations that have been refunded and are secured by an escrow within which are held obligations described in (i) or (iii).
The word “Improvements” shall mean any extensions, enlargements or improvements of the Electric System.
The term “Interest and Sinking Fund” shall mean the City of Dover Electric Revenue Bonds Interest and Sinking Fund, a special fund created and designated by the provisions of Section 507 of this Resolution, there being three separate accounts in said Fund designated “Bond Service Account”, “Reserve Account” and “Redemption Account”, respectively.
The term “Interest Payment Date” shall mean each January 1 and July 1 on which interest is payable on the Bonds.
The term “Net Revenues” for any particular period shall mean the amount of the excess of the Revenues of the Electric System over the Current Expenses during such period.
The term “1965 Trustee” means Delaware Trust Company or its successor from time to time as trustee under the 1965 Resolution.
The term “1965 Resolution” means the Resolution adopted by the City on July 26, 1965, as amended.
The term “1985 Supplemental Resolution” means the supplemental resolution adopted by the City on December 23, 1985 amending Section 515 of the 1965 Resolution.
The term “Outstanding”, when used with reference to bonds issued under this Resolution, means at any date, the aggregate of all bonds authorized, issued, authenticated and delivered under this Resolution, except:
(a)Bonds cancelled or surrendered to the Trustee for cancellation pursuant to the provisions of this Resolution on or prior to such date;
(b)Bonds paid or deemed paid pursuant to the provisions of Section 1101 of this Resolution (whether upon or prior to the maturity or redemption date of any such Bonds); and
(c)Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Resolution;
provided however that in determining whether the owners of a requisite aggregate principal amount of bonds Outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under this Resolution, Bonds which are owned by the City shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided, however, that for the purpose of determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only bonds which the Trustee knows, as determined by reference to the registration books maintained therefor, to be so owned shall be so disregarded.
The term “Paying Agent” shall mean Delaware Trust Company, Wilmington, Delaware, or any successor thereto appointed in accordance with the terms hereof. The principal corporate trust office of Delaware Trust Company shall mean 9th and Market Streets, Wilmington, Delaware.
The term “Permitted Encumbrances” shall mean the following liens and encumbrances on the Electric System Revenues or the Electric System property as of any particular time:
(a)utility, access and other easements and rights-of-way, restrictions and exceptions which do not materially interfere with or impair the operation of the Electric System for the purpose for which it is or may reasonably be expected to be held;
(b)any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s lien or right in respect thereof if payment is not yet due under the contract in question or if such lien is being contested by the City in good faith;
(c)liens and encumbrances relating to or arising out of the incurrence by the City of Non-Parity Debt permitted under Section 215 hereof; and
(d)liens and encumbrances relating to or arising out of the issuance of Additional Bonds as provided in Article II.
The term “Principal and Interest Requirements” for any fiscal year, as applied to the bonds of any Series issued under the provisions of this Resolution and the Outstanding, shall mean the respective amounts which are required in each fiscal year to provide for paying the principal of and the interest on all bonds of such Series which will become due and payable in such fiscal year, the computation of each such amount for each fiscal year, beginning with the fiscal year in which such computation shall be made, to be based on the assumption that the bonds of such Series at the time outstanding will be retired according to their stated maturities or upon earlier call for mandatory redemption from Sinking Fund Installments, if applicable.
In the case of any series of bonds which do not have Substantially Equal Debt Service, the Principal and Interest Requirements for any fiscal year shall mean the average annual principal and interest payments required to be made with respect to such series from and after the date of the initial issuance of such series. In any case where a principal installment with respect to any series of bonds is the subject of an unconditional, irrevocable commitment from a financial institution providing for the refinancing of all or any part of such principal installment, the principal and interest requirements with respect to that part or all of the principal installment to be refinanced shall be calculated on the assumption that such refinancing occurs in accordance with the terms of the aforesaid commitment.
The term “principal underwriters” shall mean the firms or corporations or the firm or corporation named as the principal underwriters in the resolution mentioned in clause (b) of Section 208 of this Resolution. In the event any such underwriter shall retire from active business leaving no successor, the term shall thereafter mean the remaining principal underwriter or underwriters. In the event each such underwriter shall retire from active business leaving no successor, the provisions of this Resolution which relate to the principal underwriters shall no longer be in force. For the purposes of this paragraph any firm or corporation succeeding to the business of any such underwriter by assignment, merger or otherwise shall be deemed to be a principal underwriter.
The term “Prior Bonds” shall mean the City’s Electric Revenue Refunding Bonds (Series 1965), Electric Revenue Refunding Bonds (Series 1973) and Electric Revenue Bonds (1973).
The term “Prior Bonds Escrow Fund” shall mean the Fund by the name created under the Escrow Agreement.
The term “Qualified Investments” shall mean any of the following if and to the extent the same are at the time legal for investment of public funds:
(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States, obligations of the Federal agencies set forth in clause (iii) below to the extent unconditionally guaranteed by the United States of America and any certificates or other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specified portions of the interest thereon) of the character described in this clause (I);
(ii) any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (a) which are (x) not callable prior to maturity or (y) as to which irrevocable instructions have been given due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are insured and thereby rated by, or are otherwise rated by, a nationally recognized bond rating agency within its highest rating category or which are secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (c) to the extent not insured, as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (ii) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (ii), as appropriate, and any certificates or any other evidences of an ownership interest in obligations or specified portions thereof which may consist of specific portions of the interest thereon) of the character described in this clause (ii);
(iii) Bonds, debentures, or other evidences of indebtedness issued or guaranteed by any agency or corporation which has been or may hereafter be created pursuant to an Act of Congress as an agency or instrumentality of the United States of America;
(iv) new housing authority bonds or project notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a pledge of annual contributions or a requisition or payment agreement with the United States of America;
(v) direct and general obligations of any stated of the United States of America, to the payment of which the full faith and credit of said state is pledged, which at the time of investment are rated by any nationally recognized bond rating agency by a rating which denotes a security with investment characteristics of a security presently rated by Moody’s Investors Services, Inc., as “A” or better;
(vi) certificates of deposit, whether negotiable or non-negotiable, issued by any bank, savings and loan association, trust company or national banking association (including the Trustee, if any, and any Co-Trustee) which are members of the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation; provided, that such are (a) fully insured by the Federal Deposit Insurance Corporation or (b) secured, to the extent not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, by such securities in clauses (i) through (v) above having a market value (exclusive of accrued interest, other than accrued interest paid in connection with the purchase of such securities) at least equal to the principal amount of such certificates of deposit (or portion thereof not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation) which shall be lodged with the Trustee, by such bank, trust company, national banking association or savings and loan association, and such bank, trust company, national banking association or savings and loan association shall furnish the Trustee, with an undertaking satisfactory to it that the aggregate market value of all such obligations securing such certificates of deposit will at all times be an amount which meets the requirements of this clause (vi) and the City shall be entitled to rely on each such undertaking;
(vii) bonds, notes, debentures or other evidences of indebtedness issued or guaranteed by any corporation which are, at the time of purchase, rated by a nationally recognized rating agency in its highest rating category, and by at least one other nationally recognized bond rating agency in either of its two highest rating categories, and by at least one other nationally recognized bond rating agency in either of its two highest rating categories, for comparable types of debt obligations; and
(viii) repurchase agreements with respect to obligations mentioned in clauses (i), (ii), (iii), (iv) or (v) of this definition with (A) a financial institution insured by the FDIC or FSLIC (which may include the Trustee) or (B) with a broker-dealer who is a member of the Securities Investor Protection Corporation; provided that in any such case, the Trustee (or a third party acting solely as agen