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HomeMy WebLinkAboutO-1865ORDINANCE NO. 1865 AN ORDINANCE AUTHORIZING THE ISSUANCE, SALE, DELIVERY, AND PAYMENT OF THE CITY'S $30,000,000 PRINCIPAL AMOUNT GENERAL OBLIGATION WATER AND SEWER WARRANT, SERIES 2026-A, TO BE DATED THE DATE OF DELIVERY, TO PNC BANK, NATIONAL ASSOCIATION BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAIRHOPE, ALABAMA AS FOLLOWS: Section 1. Findings and Representations. The City of Fairhope (the "Cily"), by and through the City Council, its governing body, does hereby find, determine, represent, and warrant as follows: (a) pursuant to the City's long-term capital improvements plan, the City issued its General Obligation Water and Sewer Warrant, Series 2024, dated April 11, 2024 (the "2024 Warrant"), in order to finance certain initial capital water and sewer system improvements as set forth in said plan; (b) the 2024 Warrant has a final maturity date of May 1, 2026 and is outstanding in the approximate principal amount of $25 million; (c) the City plans to currently refund the 2024 Warrant prior to its May 1, 2026 maturity date on a short-term basis and to acquire approximately $5 million of funds for additional water and sewer system improvements (the "2026 Improvements"); (d) in furtherance of such purposes, the City requested terms sheets from three banking institutions with whom the City has established relationships in order to assess the City's financing options; (e) after reviewing the responses, the City, in consultation with its municipal advisor, PFM Financial Advisors LLC, has determined that the proposal of PNC Bank, National Association (the "Bank"), offers the terms most favorable to the City. (f) The City's obligation to the Bank for the aforesaid loan will be evidenced by a General Obligation Water and Sewer Warrant, Series 2026-A, to be dated the date of delivery (the "Warrant"), which will be executed and delivered to the Bank on or before April 30, 2026. (g) The net assessed valuation of taxable property in the corporate limits of the City, as assessed for municipal taxation and on which taxes were due and payable on October 1, 2025, including motor vehicles, is not less than $855,828,674, and the total indebtedness of the City following the issuance of the Warrant chargeable against the debt limitation for the City prescribed by the Constitution of Alabama of 2022, as amended, will not be more than twenty percent of said assessed valuation. (h) The City acknowledges and agrees that the Bank is purchasing the Warrant in evidence of a privately negotiated loan, and, in that connection, the Warrant shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with DTC or any other securities depository, (iii) issued pursuant to any type of offering document or official statement, or (iv) assigned a CUSIP number by Standard & Poor's CUSIP Service. (i) The City acknowledges that the Bank and their representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to this Ordinance and any information, materials or communications provided by Bank: (1) Bank and its representatives are not recommending an action to any municipal entity or obligated person; (2) Bank and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to such Ordinance, information, materials or communications; (3) Bank and its representatives are acting for their own interests; and (4) the City has been informed that City should discuss this Ordinance and any such other information, materials or communications with any and all internal and external advisors and experts that the City deems appropriate before acting on this Ordinance or any such other information, materials or communications. 0) The City represents and warrants to the Bank that neither it nor any of its principals, shareholders, members, partners, or affiliates, as applicable, is a person named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of any such person. The City further represents and warrants to the Bank that the City is not directly or indirectly, engaged in, nor facilitating, the transactions contemplated by this transaction on behalf of any person named as a Specially Designated National and Blocked Person. (k) The City will allow the Bank to identify the City and the receipt(s) of any proceeds of the Warrant in accordance with the USA PATRIOT Act. Section 2. Authorization and Description of Warrant. Pavment of Warrant. (a) The City shall borrow an aggregate amount not exceeding $30,000,000 for the purposes set forth in Section 1(c) hereof, and the City shall issue the aforesaid Warrant therefor to the Bank, to evidence a term loan extended thereby to the City for such purposes. (b) The Warrant shall (1) be dated the date of initial delivery and payment, (2) bear interest at a variable rate equal to the sum of (i) 79% of the Daily Secured Overnight Financing Rate (SOFR), plus (ii) 0.30%, provided, however, that in no event shall the interest rate be less than 0.30%, as more particularly described and set forth in the form of the Warrant, (3) be payable as to principal and interest in a single payment at maturity on November 1, 2026, unless redeemed prior to maturity, (5) be subject to redemption prior to maturity at any time in any amount, without premium or penalty, at the option of the City, and (6) be registered and transferred, all as provided therefor in the form of the Warrant in Section 4 herein. 2 (c) The principal of and interest on the Warrant shall be payable in lawful money of the United States of America, at the designated office of the registered owner thereof at par and without discount, exchange or deduction or charge therefor, as set forth in the form of the Warrant in Section 4. Section 3. Authorization of Sinele Advance. The Mayor and the City Treasurer are authorized and directed to request a single disbursement of the net proceeds of the Warrant in order to carry out the purposes of this Ordinance. Section 4. Form of Warrant. The Warrant shall be in substantially the following form: THIS WARRANT IS A RESTRICTED SECURITY WITHIN THE MEANING OF SECURITIES AND EXCHANGE COMMISSION ("SEC") RULE 144(a)(3) UNDER THE SECURITIES ACT OF 1933 (" 1933 ACT") AND ANY SALE OR TRANSFER OF THIS WARRANT MUST BE MADE IN COMPLIANCE WITH THE CONDITIONS OF SEC RULE 144 OR RULE 144A UNDER THE 1933 ACT OR IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. UNITED STATES OF AMERICA STATE OF ALABAMA CITY OF FAIRHOPE GENERAL OBLIGATION WATER AND SEWER WARRANT SERIES 2026-A No. R-1 $30,000,000 THE CITY OF FAIRHOPE, a municipal corporation organized and existing under and by virtue of the laws of the State of Alabama (the "Ci1y"), for value received, hereby acknowledges itself indebted to and does hereby order and direct the Treasurer of the City to pay, solely out of the special warrant fund hereinafter described, to PNC BANK, NATIONAL ASSOCIATION (herein called the "Pam"), and its successors and assigns, the principal sum of THIRTY MILLION DOLLARS ($30,000,000) as hereafter provided, and to pay, solely from the said warrant fund, the interest on the outstanding principal amount hereof (computed on an actual/360 basis), at a variable per annum rate of interest equal to the sum of (i) 79% of Daily SOFR (as defined below), plus (ii) 0.30%, as follows: (a) On November 1, 2026, the interest accrued on the outstanding principal amount of this Warrant; and (b) On November 1, 2026, the outstanding principal amount this Warrant. Payment of the principal hereof and interest hereon shall be made at the office of the Payee or at such other place as shall be designated to the City in writing by the Payee, provided the final payment of principal of and interest on this Warrant shall be made only upon presentation and surrender of this Warrant to the City for cancellation. The City may, on any date, pay in advance the entire unpaid principal balance of this Warrant or any lesser portion or portions thereof by paying to the Payee the principal amount to be prepaid, plus interest accrued on such principal amount to the date of such prepayment, without premium or penalty. This Warrant is issued pursuant to the Constitution and laws of the State of Alabama, including the provisions of Section 11-47-2 et seq. of the CODE OF ALABAMA 1975, as amended, and an Ordinance and proceedings of the governing body of the City adopted April 23, 2026 (the "Authorizing Proceedings") for the purposes described in the Authorizing Proceedings. The principal of and interest on this Warrant is a general obligation of the City and the full faith and credit of the City are pledged to the payment of the principal of and interest on the Warrant. The City has established in the Authorizing Proceedings a special fund designated "Series 2026-A General Obligation Water and Sewer Warrant Fund" for the payment of the principal of and interest on the Warrant, and has obligated itself to pay or cause to paid into said Fund from the taxes and revenues of the City sums sufficient to provide for the payment of the principal of and interest on this Warrant as the same matures and comes due. This Warrant is recorded and registered as to principal and interest in the name of the owner on the book of registration maintained for that purpose by the City. The person in whose name this Warrant is registered shall be deemed and regarded as the absolute owner hereof for all purposes and payment of the principal of and interest on this Warrant shall be made only to or upon the order of the registered owner hereof or its legal representative, and neither the City nor any agent of the City shall be affected by any notice to the contrary. Payment of principal of and interest on this Warrant shall be valid and effectual to satisfy and discharge the liability of the City upon this Warrant to the extent of the amounts so paid. This Warrant may be transferred only upon written request of the registered owner or its legal representative addressed to the City, such transfer to be recorded on said book of registration and endorsed hereon by the City. Upon presentation to the City for transfer, this Warrant must be accompanied by a written instrument or instruments of transfer satisfactory to the City, duly executed by the registered owner or its attorney duly authorized in writing, and the City shall endorse on the schedule attached hereto for such purpose the principal amount of this Warrant unpaid and the interest accrued hereon to the date of transfer. No charge shall be made for the privilege of transfer, but the registered owner of this Warrant requesting any such transfer shall pay any tax or other governmental charge required to be paid with respect thereto. It is hereby recited, certified and declared that the indebtedness evidenced and ordered paid by this Warrant is lawfully due without condition, abatement or offset of any description and that all acts, conditions and things required by the Constitution and laws of the State of Alabama to happen, exist and be performed precedent to and in the execution, registration and issuance of this Warrant and the adoption of the Authorizing Proceedings have happened, do exist and have been performed in time, form and manner as so required. rd As used herein, the following terms shall have the following meanings: "Alternate Rate" means the sum of (A) the Base Rate plus (B) 30 basis points (0.30% "Base Rate" means the higher of (A) the Prime Rate and (B) the sum of the Overnight Bank Funding Rate plus 50 basis points (0.50%); provided, however. if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. If and when the Base Rate as determined above changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice to the City, effective on the date of any such change. "Business Day" means any day other than (A) a Saturday or Sunday or (B) a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania; provided that, when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination involving SOFR, the term "Business Day" means any such day that is also a U.S. Government Securities Business Day. "Daily IM SOFR" means, for any day, the interest rate per annum determined by the Payee by dividing (the resulting quotient rounded upwards, at the Payee's discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for such day for a one -month period, as published by the Term SOFR Administrator, by (B) a number equal to 1.00% minus the SOFR Reserve Percentage; provided that if Daily 1 M SOFR, determined as provided above, would be less than the Floor, then Daily I M SOFR shall be deemed to be the Floor. The rate of interest will be adjusted automatically as of each Business Day based on changes in Daily I SOFR without notice to the City. "Daily SOFR" means Daily 1 M SOFR. "Floor" means a rate of interest per annum equal to 0 basis points (0.00%) or, if the preceding blanks are not completed, then zero. "NYFRB" means the Federal Reserve Bank of New York. "Overnight Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Payee for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Payee at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the City. "Prime Rate" means the rate publicly announced by the Payee from time to time as its prime rate. The Prime Rate is determined from time to time by the Payee as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Payee to any particular class or category of customers. "SOFR" means a rate equal to the secured overnight financing rate as administered by the NYFRB (or a successor administrator of the secured overnight financing rate). "SOFR Reserve Percentage" means, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding. "Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Payee in its reasonable discretion). "Term SOFR Reference Rate" means the forward -looking term rate based on SOFR. "U.S. Government Securities Business Day" means any day except for (A) a Saturday or Sunday or (B) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. The Payee shall have the right to make any technical, administrative or operational changes from time to time that the Payee decides may be appropriate to reflect the adoption and implementation of SOFR or any other Benchmark (as defined below) or to permit the use and administration thereof by the Payee in a manner substantially consistent with market practice or in such other manner as the Payee decides is reasonably necessary. Notwithstanding anything to the contrary herein, any amendments implementing such technical, administrative or operational changes will become effective without any further action or consent of the City. The Payee shall provide notice to the City of any such amendment reasonably promptly after such amendment becomes effective. If the applicable interest rate under this Warrant is based on a Benchmark and the Payee determines (which determination shall be final and conclusive) that (A) such Benchmark cannot be determined pursuant to its definition other than as a result of a Benchmark Transition Event (as defined below), or (B) any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Payee with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impracticable for the Payee to make or maintain or fund loans based on that Benchmark, then the Payee shall give notice thereof to the City. Thereafter, until the Payee notifies the City that the circumstances giving rise to such determination no longer exist, the interest rate on all amounts outstanding under this Warrant shall be the Alternate Rate. Notwithstanding anything to the contrary herein, if the Payee determines (which determination shall be final and conclusive) that a Benchmark Transition Event has occurred with respect to a Benchmark, the Payee may amend this Warrant to replace such Benchmark with a Benchmark Replacement; and any such amendment shall be in writing, shall specify the date that the Benchmark Replacement is effective and will not require any further action or consent of the City. Until the Benchmark Replacement is effective, amounts bearing interest with reference to a Benchmark will continue to bear interest with reference to such Benchmark as long as such Benchmark is available, and otherwise such amounts automatically will bear interest at the Alternate Rate. Cel For purposes of the three preceding paragraphs, the following terms have the meanings set forth below: "Benchmark" means, at any time, any interest rate index then used in the determination of an interest rate under the terms of this Warrant. Once a Benchmark Replacement becomes effective under this Warrant, it is a Benchmark. The initial Benchmark under this Warrant is Daily SOFR. "Benchmark Replacement" means, for any Benchmark, the sum of (a) an alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case that has been selected by the Payee as the replacement for such Benchmark giving due consideration to any evolving or then -prevailing market convention, including any applicable recommendations made by the official sector or any official sector -sponsored committee or working group, for U.S. dollar -denominated credit facilities at such time; provided that, if the Benchmark Replacement as determined pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Warrant. "Benchmark Transition Event" means a public statement or publication by or on behalf ofthe administrator of a Benchmark, the regulatory supervisor of such administrator, the Board of Governors of the Federal Reserve System, NYFRB, an insolvency official or resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that at the time of such statement or publication there is no successor administrator that will continue to provide such Benchmark or (b) such Benchmark is or will no longer be representative. IN WITNESS WHEREOF, the City, acting by and through its governing body, has caused this Warrant to be executed in its name and on its behalf by its Mayor and its municipal seal to be hereunto affixed and attested by its City Clerk, and has caused this Warrant to be dated April 23, 2026. CITY OF FAIRHOPE By f - Sherry Sull an, Mayor 7 REGISTRATION CERTIFICATE I hereby certify that this Warrant has been duly registered by me as a claim against the City of Fairhope and the Series 2026-A Warrant Fund referred to herein. A Kimberly W. C ech City Treasurer REGISTRATION OF OWNERSHIP This Warrant is recorded and registered on the registry books of the City of Fairhope in the name of the last owner named below. The principal of and interest on this Warrant shall be payable only to or upon the order of such registered owner. Date of In Whose Name Signature of Authorized Registration Registered Officer of Citv At)ril .2026 PNC Bank, N.A. , City Clerk ENDORSEMENT BY CITY OF UNPAID PRINCIPAL AND ACCRUED INTEREST ON DATE OF TRANSFER Date of Principal Accrued Interest on Signature of Authorized Transfer Unpaid Date of Transfer Officer of City Section 5. Execution of the Warrant. The Warrant shall be manually executed in the name and on behalf ofthe City by the Mayor and shall be manually attested by the City Clerk of the City, and the official seal of the City shall be manually imprinted thereon. The Registration Certificate shall be executed by the City Treasurer. The Registration of Ownership of the Warrant shall be executed by the City Clerk of the City who shall make the endorsements provided at the time of any transfer. Said officers are hereby directed to so execute, attest and register the Warrant and to make the appropriate endorsements and notations, if any, thereon. Section 6. General Obligation: Warrant Fund. (a) The Warrant and the interest thereon shall constitute a general obligation debt of the City. The Warrant is an obligation of the City to which the general faith and credit of the City is pledged. (b) To secure the payment of the principal of and interest on the Warrant and to secure for the benefit of the registered owner of the Warrant the faithful performance of all of the covenants and provisions contained herein, in the manner and to the extent so provided, the City (1) does hereby pledge unto the registered owner of the Warrant and its registered assigns the full faith and credit of the City, (2) does hereby create and establish a special fund designated the "Series 2026-A General Obligation Water and Sewer Warrant Fund" (the "Warrant Fund"), which shall be held by the Bank, as custodian and paying agent of the Warrant and (3) does hereby covenant and agree to pay or cause to be paid into the Warrant Fund a sufficient amount of the revenues and taxes of the City. (c) The City further covenants and agrees to collect or cause to be collected all taxes and revenues when due and to apply the same as provided in this Ordinance. Section 7. Expenses of Collection, Interest After Maturity. The City covenants and agrees that, if the principal of and interest on the Warrant are not paid promptly as such principal and interest matures and comes due, it will pay to the registered owner of the Warrant or its registered assignees all expenses incident to the collection of any unpaid portion thereof, including a reasonable attorney's fee. To the extent permitted by applicable law, the Warrant and the interest thereon shall bear interest at a rate equal to the greater of (i) the PNC Prime Rate, as announced by the Bank from time to time in its sole discretion, plus 3.00%, (ii) the Overnight Bank Funding Rate plus 3.50%, or (iii) 9.00%, from and after the maturity or due date(s) thereof, if not then paid. Section 8. Federal Tax Exemption; No Designation of Warrant Pursuant to Section 265 of the Code. The City recognizes that the Series 2026-A Warrant is being sold on the basis that the interest payable on the Series 2026-A Warrant is excludable from gross income of the registered owners thereof for federal income taxation under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The City hereby covenants and agrees with the registered owner from time to time of the Series 2026-A Warrant that: (a) the proceeds of the Series 2026-A Warrant will be used solely for the governmental purposes for which the Series 2026-A Warrant is issued; (b) none of the proceeds of the Series 2026-A Warrant will be applied for any "private business use" nor will any part of the proceeds of the Series 2026-A Warrant be used (directly or indirectly) to make or finance loans to persons other than a governmental unit; (c) the payment of the principal of or interest on the Series 2026-A Warrant will not be (under the terms of the Series 2026-A Warrant or any underlying arrangements) directly or indirectly (i) secured in any way by any interest in property used or to be used for a "private business use" or by payments in respect of such property or (ii) derived from payments (whether or not to the City) in respect of property, or borrowed money, used or to be used for a "private business use;" (d) the proceeds of the Series 2026-A Warrant shall not be used or applied by it, and the taxes or other revenues of the City shall not be accumulated in the Warrant Fund in such a manner, and no investment thereof shall be made, as to cause the Series 2026-A Warrant to be or become an "arbitrage bond," as that term is defined in Section 148 of the Code; E (e) the City will comply with the requirements of Section 148(f) of the Code with respect to any required rebate to the United States; (f) the City will make no use of the proceeds of the Series 2026-A Warrant that would cause the Series 2026-A Warrant to be "federally guaranteed" under Section 149(b) of the Code and the payment of the principal of and interest on the Series 2026-A Warrant shall not be (directly or indirectly) "federally guaranteed" (in whole or in part) as described in said Section, except as otherwise permitted in said Section; (g) to the extent permitted by law, the City will not take any action, or omit to take any action, with respect to the Series 2026-A Warrant that would cause the interest on the Series 2026-A Warrant not to be and remain excludable from gross income pursuant to the provisions of Section 103 of the Code; and, (h) however, the City has not designated the Series 2026-A Warrant as a "qualified tax- exempt obligation" for purposes of Section 265(b)(3) of the Code. The Series 2026-A Warrant is not "bank qualified." Section 9. Financial Reporting. The City agrees to provide (i) its audited financial statements to the Bank within 180 days of the end of the prior fiscal year, if not otherwise available to the Bank on the EMMA website, beginning with the fiscal year ending September 30, 2026, (ii) its general fund budget for the fiscal year beginning October 1, 2026 not later than October 31, 2026, or within 30 days of adoption by the City Council, and (iii) such other financial information as may be reasonably requested by the Bank and available to the City. A failure by the City to comply with any of the foregoing reporting requirements shall not constitute an event of default hereunder. Section 10. Event of Default. Determination of Taxabilitv (a) The failure by the City to pay the principal of and interest on the Warrant within 30 days of the due date shall constitute an event of default, the remedy to the Bank for which shall be its right to seek a writ of mandamus from the Courts in Baldwin County, Alabama, seeking to compel the City to make such payment. The Warrant shall bear interest at the rate set forth in Section 7 upon the occurrence of an event of default. (b) Upon the final, non -appealable determination by the IRS that the interest on the Warrant is taxable to the holder thereof, as a result solely of the action or inaction of the City, the interest rate on the Warrant shall be recalculated to equal a taxable -equivalent rate based on the prior tax-exempt interest rate on the Warrant, from the date that the interest on the Warrant to the holder thereof is taxable to the date of payment. Section 11. Authorization of Issuance of Warrant. (a) The Mayor and the City Clerk, or either of them, are hereby authorized and directed to effect delivery of the Warrant to the Bank and in connection therewith to deliver such closing papers containing such representations as are required to demonstrate the legality and validity of the Warrant and the absence of pending or threatened litigation with respect thereto. 10 (b) The City Clerk of the City shall give a receipt to the said purchaser for the purchase price paid, and such receipt shall be full acquittal to the said purchaser and the said purchaser shall not be required to see to or be responsible for the application of the proceeds of the Warrant. Nevertheless, the proceeds of the Warrant shall be applied solely to the purposes herein referenced. Section 12. Entire Agreement: Severability. This Ordinance represents the entire agreement of the Bank and the City. The provisions of this Ordinance are severable. In the event that any one or more of such provisions or the provisions of the Warrant shall, for any reason, be held illegal or invalid, such illegality or invalidity shall not affect the other provisions of this Ordinance or of the Warrant, and this Ordinance and the Warrant shall be construed and enforced as if such illegal or invalid provision had not been contained herein or therein. Section 13. Reneal of Conflicting Provisions. All ordinances, proceedings and orders or parts thereof in conflict with this Ordinance are, to the extent of such conflict, hereby repealed. Section 14. Provisions of Ordinance a Contract. The terms, provisions and conditions set forth in this Ordinance constitute a contract between the City and the registered owner of the Warrant and shall remain in effect until the principal of and interest on the Warrant shall have been paid in full. Section 15. Waiver of Jury Trial. To the extent permitted by applicable law, the City and the Bank each hereby irrevocably waives its right to a trial by jury in any action or proceeding including the Bank and regarding the Warrant or this Ordinance. ADOPTED AND APPROVED THIS 23RD DAY OF APRIL, 2026 J r, James Reid Conyers, Jr Cod&il President ATTEST: isa. A. anks, M�` City Clerk ADOPTED AND APPROVED THIS 23 D DAY OF APRIL, 2026 Sherry Sull' n, Mayor 11