CITY OF WARWICK
ORDINANCE NO. O-23-8
APPROVED April 18, 2023
Frank J. Picozzi, MAYOR
SEWERS AND SEWAGE DISPOSAL
AN ORDINANCE IN AMENDMENT OF SECTION 66-5 OF THE CODE OF ORDINANCES APPROVING THE FINANCING OF THE DESIGN, CONSTRUCTION, REPAIR, REHABILITATION, EQUIPPING AND EXTENSION OF THE CITY'S SEWAGE COLLECTION SYSTEM, INCLUDING BUT NOT LIMITED TO INTERCEPTORS, TRUNK LINES, PUMPS, MANHOLES, AND PIPES AND DESIGN, FEASIBILITY, ENGINEERING, ASSESSMENTS OR OTHER STUDIES WHICH MAY BE NECESSARY OR DESIRABLE IN CONNECTION THEREWITH AND INCREASING THE AMOUNT OF SEWER SYSTEM REVENUE BONDS AND NOTES THAT ARE AUTHORIZED TO BE ISSUED THEREFOR TO AN AMOUNT NOT TO EXCEED $30,000,000
WHEREAS, the health, safety and welfare of the citizens of the City of Warwick (the "City") are matters of paramount importance to the City Council; and
WHEREAS, the City Council desires that revenue bonds be issued to provide a funding source for continued sewer improvements within the City in furtherance of the health, safety and welfare of its citizens.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF WARWICK:
Section I: Chapter 66, Article I, Subsection 66-5 of the City of Warwick Code of Ordinances is hereby amended to read as follows:
Sec. 66-5. Borrowing Payable from City’s Sewer System Revenues Authorized.
(a) In addition to the authority granted in the amount of Seven Million Dollars ($7,000,000) by O-20-10, previously known as PCO-11-20, and codified as Section 66-5 by sections 66-3 and 66-4 of the Code of Ordinances, the additional sum of $7,000,000.00 Twenty-Three Million Dollars ($23,000,000.00) is appropriated for the design, construction, repair, rehabilitation, equipping, and extension of the city's sewage collection system, including, but not limited to, interceptors, trunk lines, pumps, manholes, pipes, and design, feasibility, engineering, assessment or other studies which may be necessary or desirable in connection therewith, and the costs of issuance of the bonds and notes (defined below) (collectively, the "project"). The period of usefulness of the Project is expected to be not less than 25 years.
(b) This section is adopted in accordance with the Rhode Island Infrastructure Bank Act, Chapter 46-12.2 of the Rhode Island General Laws, which requires that the city comply with the city charter to the extent it is not in conflict with Chapter 46-12.2. The mayor and the city treasurer are hereby authorized to borrow an amount not exceeding $7,000,000.00 Thirty Million Dollars ($30,000,000.00) from the Rhode Island Infrastructure Bank, and to evidence such loans, such officers are hereby authorizes authorized to issue and refund on behalf of the Warwick Sewer Authority, in an amount not exceeding $7,000,000.00 Thirty Million Dollars ($30,000,000.00) wastewater system revenue bonds (the "bonds"), at one time, or from time to time, in order to meet the foregoing appropriation.
(c) The said officers from time to time may issue and refund not exceeding $7,000,000.00 Thirty Million Dollars (30,000,000.00) interest bearing or discounted wastewater system revenue notes (the "notes") in anticipation of the issuance of said bonds.
(d) The estimated maximum cost of the project is $7,000,000.00 $30,000,000.00.
(e) The bonds and notes shall be payable solely from revenues of the city's sewer system including, but not limited to, annual charges, sewer assessments and connect capable charges (the "sewer revenues"). The bonds and notes are not and shall never be general obligations of the city and therefore the authorization of the bonds and notes is not subject to the referendum requirements of the city charter as the city's full faith and credit is not pledged to the payment of the bond and notes. The city may issue bonds, notes, or other obligations on a parity with the bonds. The manner of sale, amount, denominations, maturities, conversion or registration privileges, interest rates, medium of payment, and other terms, conditions and details of the bonds or notes may be fixed by the officers authorized to sign the bonds or notes. The net debt of the city is not affected by the issuance of the bonds or notes as the bonds and notes will not be general obligations of the city but will be payable solely from wastewater system revenues. The bonds and notes authorized hereby will be within all debt and other limitations prescribed by the Constitution and the laws of Rhode Island.
(f) The mayor, the city treasurer and the Chairperson of the Warwick Sewer Authority are also authorized, empowered and directed, to:
(1) Execute, acknowledge and deliver one or more a supplemental indentures (the “Supplemental Indentures”) by and among the City, the Warwick Sewer Authority and the U.S. Bank National Association, as trustee (the "trustee") (the "supplemental indenture") amending and supplementing the trust indenture dated December 30, 2004 by and between the city and the trustee (as amended, the "trust indenture"), and any and all other loan agreements, documents, certificates or instruments necessary to effectuate such borrowing;
(2) Amend, modify or supplement the trust indenture, the supplemental indentures, the bonds or notes and any and all other loan agreements, documents, certificates or instruments at any time and from time to time, in such manner and for such purposes as such officers shall deem necessary, desirable or advisable; and
(3) Do and perform all such other acts and things deemed by such officers to be necessary, desirable or advisable with respect to any matters contemplated by this section in order to effectuate said borrowing and the intent thereof.
(g) The mayor, the city treasurer and the Chairperson of the Warwick Sewer Authority are hereby authorized to deliver the bonds or notes to the purchaser and, if the bonds and notes are to be issued on a tax-exempt basis, said officers are hereby authorized and instructed to take all actions necessary to ensure that interest on the bonds and notes will be excludable from gross income for federal income tax purposes and to refrain from all actions which would cause interest on the bonds or notes to become subject to federal income taxes.
(h) The mayor, the city treasurer and the Chairperson of the Warwick Sewer Authority are authorized to take all actions necessary to comply with federal tax and securities laws including Rule 15c2-12 of the Securities and Exchange Commission (the "SEC Rule") and to execute and deliver one or more a continuing disclosure certificates in connection with the bonds or notes in the form as shall be deemed advisable by the mayor, the city treasurer and the Chairperson of the Warwick Sewer Authority in order to comply with the SEC Rule. The city hereby covenants and agrees that it will comply with and carry out all of the provisions of the continuing disclosure certificates, as it they may be amended from time to time. Notwithstanding any other provision of this section or the bonds or notes, failure of the city to comply with the continuing disclosure certificates shall not be considered an event of default; however, any bondholder or noteholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the city to comply with its obligations under this section and under the continuing disclosure certificates.
(i) This Ordinance is an affirmative action of the City Council toward the issuance of the Bonds and Notes in accordance with the purposes of the laws of the State. This Ordinance constitutes the City’s declaration of official intent, pursuant to Treasury Regulation 1.150(2), to reimburse the City’s Sewer Enterprise Fund for certain capital expenditures paid prior to the issuance of the Bonds and Notes. Such amounts shall be reimbursed not later than eighteen (18) months after (a) the date on which the expenditure is paid or (b) the date the property is placed in service or abandoned, but in no event later than three (3) years after the date the expenditure is paid.
Section II: This Ordinance shall take effect upon passage and publication as prescribed by law.
SPONSORED BY: COUNCILMAN HOWE
Lynn D’Abrosca, City Clerk