HomeMy WebLinkAbout1992-09 - Sewerage System Revenue Bonds, Series 1992Document No. 2239)
Account No. K-73296
ORDINANCE NO. ~...~
OF THE
CITY OF RIVERSIDE, MISSOURI
PASSED FEBRUARY 4, 1992
AUTHOR I'L I NG
$1,500,000
SEWERAGE SYSTEM REVENUE BONDS
SERIES 1992
ORDINANCE NO. OF THE
CITY OF RIVERSIDE, MISSOURI
INDEX
PAGE
Title ..................................... 1
Recitals .................................. 1
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms ............ 2
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds .... ................ 8
Section 202. Security for the Bonds .... ................ 8
Section 203. Description of Bonds ...... ................ 9
Section 204. Designation of Paying Agent ............... 10
Section 205. Method and Place of Payment of Bonds ...... 10
Section 206. Registration, Transfer and Exchange of
Bonds .................. ................ 11
Section 207. Execution, Authentication a nd Delivery of
...............
Bonds ................ 12
Section 208. ...
Mutilated, Destroyed, Lost and Stolen Bonds 13
Section 209. Cancellation and Destructio n of Bonds Upon
...............
Payment ................ 14
Section 210. .
Sale of the Bonds ......... ................ 14
Section 211. Preliminary Official Statem ent and Official
Statement .............. ................ 19
ARTICLE III
REDEMPTION OF BONDS
Section 301. Optional Redemption ....................... 16
Section 302. Mandatory Redemption ...................... 16
Section 303. Selection of Bonds to Be Redeemed ......... 17
Section 304. Notice and Effect of Call for Redemption .. 18
(i)
PAGE
ARTICLE IV
FORM OF BONDS
Section 401. Form of Bonds ............................. 20
ARTICLE V
FUNDS AND ACCOUNTS
Section 501. Creation of Funds and Accounts ............ 28
Section 502. Administration of Funds and Accounts ...... 28
ARTICLE VI
APPLICATION OF BOND PROCEEDS
Section 601. Disposition of Bond Proceeds .............. 28
Section 602. Application of Moneys in the Project
Fund ................................... 29
ARTICLE VII
APPLICATION OF REVENUES
Section 701. Revenue Fund .............................. 29
Section 702. Application of Moneys in Funds and
Accounts ............................... 30
Section 703. Deficiency of Payments into Funds and
Accounts ............................... 33
Section 704. Transfer of Funds to Paying Agent ......... 33
ARTICLE VIII
DEPOSIT AND INVESTMENT OF MONEYS
Section 801. Deposits of Moneys ........................ 34
Section 802. Investment of Moneys ...................... 39
ARTICLE IX
PARTICULAR COVENANTS OF THE CITY
Section 901. Efficient and Economical Operation ........ 34
Section 902. Rate Covenant ............................. 35
Section 903. Reasonable Charges for all Services ....... 35
(ii)
PAGE
Section 904. Restrictions on Mortgage or Sale of
System ................................. 35
Section 905. Insurance ................................. 36
Section 906. Books, Records and Accounts ............... 37
Section 907. Annual Budget ............................. 37
Section 908. Annual Audit .............................. 37
Section 909. Consultant's Report ....................... 38
Section 910. Bondowners' Right of Inspection ........... 38
Section 911. Administrative Personnel .................. 38
Section 912. Rules and Regulations ..................... 38
Section 913. Performance of Duties ..................... 38
ARTICLE X
ADDITIONAL BONDS
Section 1001. Prior Lien Bonds .......................... 39
Section 1002. Parity Lien Bonds ......................... 39
Section 1003. Junior Lien Bonds ......................... 40
Section 1004. Refunding Bonds ........................... 41
ARTICLE XI
DEFAULT AND REMEDIES
Section 1101. Acceleration of Maturity in Event of
Default ................................ 91
Section 1102. Default Remedies .......................... 42
Section 1103. Limitation on Rights of Bondowners ........ 92
Section 1104. Remedies Cumulative ....................... 42
Section 1105. No Obligation to Levy Taxes ............... 43
ARTICLE XII
DEFEASANCE
Section 1201. Defeasance ................................ 93
ARTICLE XIII
AMENDMENTS
Section 1301. Amendments ................................ 44
(iii)
PAGE
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Notices, Consents and Other Instruments by
..
Bondowners ...................... 45
Section 1902. .....
Tax Covenants ....... ...................... 45
Section 1403. Further Authority ... ...................... 47
Section 1404. Severability ........ ...................... 48
Section 1405. Governing Law ....... ...................... 48
Section 1406. Effective Date ...... ...................... 48
Passage and Approval ...................... 49
Signatures and Seal . ...................... 49
Exhibit A - Arbitrage Instructions
Exhibit B - Bond Purchase Agreement
Exhibit C - Preliminary Official Statement
(iv)
BILL NO. ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
$1,500,000 PRINCIPAL AMOUNT OF SEWERAGE
SYSTEM REVENUE BONDS, SERIES 1992, OF THE
CITY OF RIVERSIDE, MISSOURI, FOR THE PURPOSE
OF CONSTRUCTING ADDITIONS TO AND EXTENDING
AND IMPROVING THE SEWERAGE SYSTEM OF THE
CITY; PRESCRIBING THE FORM AND DETAILS OF
SAID BONDS AND THE COVENANTS AND AGREEMENTS
MADE BY THE CITY TO FACILITATE AND PROTECT
THE PAYMENT THEREOF; PROVIDING FOR THE
COLLECTION, SEGREGATION AND APPLICATION OF
THE REVENUES OF THE CITY'S SEWERAGE SYSTEM
FOR THE PURPOSE OF PAYING THE COSTS OF
OPERATION AND MAINTENANCE THEREOF, PAYING
THE PRINCIPAL OF AND INTEREST ON SAID BONDS,
AND PROVIDING REASONABLE AND ADEQUATE
RESERVE FUNDS; AND AUTHORIZING OTHER ACTIONS
AND PRESCRIBING OTHER MATTERS RELATING
THERETO.
WHEREAS, the City of Riverside, Missouri (the "City"), is a
city of the fourth class and political subdivision duly
organized and existing under the laws of the State of Missouri,
and pursuant to Chapter 250 of the Revised Statutes of
Missouri, 1986, as amended (the "Act") now owns and operates a
revenue producing sewerage system serving the City and its
inhabitants (the "System," as hereinafter more fully defined);
and
WHEREAS, the City is authorized under the provisions of the
Act to issue and sell revenue bonds for the purpose of
providing funds for extending and improving the System, upon
obtaining the required voter approval and provided that the
principal of and interest on such revenue bonds shall be
payable solely from the revenues derived from the operation of
the System; and
WHEREAS, pursuant to such authority, a special bond
election was duly held in the City on Tuesday, June 6, 1989,
for the purpose of submitting to the qualified electors of the
City the following question:
QUESTION
Shall the City of Riverside, Missouri,
issue its sewerage system revenue bonds in
the amount of $1,500,000 for the purpose of
constructing additions to and extending and
improving the sewerage system of the City,
the cost of operation and maintenance of
said system and the principal of and
interest on said revenue bonds to be payable
solely from the revenues derived by the City
from the operation of its sewerage system,
including all future extensions and
improvements thereto?
and it was found and determined that more than a simple
majority of the qualified electors of the City voting on the
question had voted in favor of the issuance of said revenue
bonds for the purpose aforesaid, the vote on said question
having been 250 votes for said question to 181 votes against
said question; and
WHEREAS, none of the bonds so authorized have heretofore
been issued and the City proposes to issue $1,500,000 of the
bonds so authorized, in order to provide funds for said
purpose, and to provide the remainder of the estimated costs
thereof which may be required from funds of the City otherwise
available; and
WHEREAS, the Board of Aldermen has caused plans and
specifications for said extensions and improvements and an
estimate of the cost thereof to be made by the City's
consulting engineers and the same are hereby accepted and
approved and are on file in the office of the City Clerk, the
amount of said estimated cost being not less than $2,531,373;
and
WHEREAS, the City does not have outstanding any bonds or
other obligations payable from the revenues derived by the City
from the operation of the System; and
WHEREAS, it is hereby found and determined that it is
necessary and advisable and will promote the general health and
welfare of the City and of its inhabitants that revenue bonds
be issued and secured in the form and manner as hereinafter
provided to provide funds for such purpose;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions
to words and terms defined
capitalized words and terms
have the following meanings:
of Words and Terms. In addition
elsewhere herein, the following
as used in this Ordinance shall
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"Arbitrage Instructions" means the Arbitrage Instructions
attached hereto as Exhibit A, as the same may be amended or
supplemented in accordance with the provisions thereof.
"Board" means the Board of Aldermen, the governing body of
the City.
"Bondowner," "Owner" or "Registered Owner" when used with
respect to any Bond means the Person in whose name such Bond is
registered on the Bond Register.
"Bond Payment Date" means any date on which principal of or
interest on any Bonds is payable.
"Bond Purchase Agreement" means the Bond Purchase Agreement
between the City and the Original Purchaser.
"Bond Register" means the books for the registration,
transfer and exchange of Bonds kept at the office of the Paying
Agent.
"Bonds" means the Sewerage System Revenue Bonds, Series
1992, of the City, in the aggregate principal amount of
$1,500,000, authorized and issued pursuant to this Ordinance.
"Business Day" means a day on which the Paying Agent shall
be scheduled in the normal course of its operations to be open
to the public for conduct of its banking operations.
"City" means the City of Riverside, Missouri, and any
successors or assigns.
"Code" means the Internal Revenue Code of 1986, as amended,
and the applicable regulations of the Treasury Department
proposed or promulgated thereunder.
"Consultant" means an independent engineer or engineering
firm, having a reputation for skill and experience in the
construction, financing and operation of public utilities, and
the preparation of management studies and financial feasibility
studies in connection therewith, at the time employed by the
City for the purpose of carrying out the duties imposed on the
Consultant by this Ordinance.
"Current Expenses" means all reasonable and necessary
expenses of operation, maintenance and repair of the System and
keeping the System in good repair and working order, including
without limiting the generality of the foregoing, current
maintenance charges, expenses of reasonable upkeep and repairs,
salaries, wages, costs of materials and supplies, Paying Agent
fees and expenses, annual audits, periodic Consultant's
reports, properly allocated share of charges for insurance, and
all other expenses incident to the operation of the System, but
shall exclude depreciation, all general administrative expenses
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of the City not related to the operation of the System, and the
payments into the Depreciation and Replacement Account
hereinafter provided for.
"Debt Service Account" means the account by that name
created by Section 501 hereof.
"Debt Service Reserve Account" means the account by that
name created by Section 501 hereof.
"Debt Service Reserve Requirement" means $150,000, which is
the amount on the date of original issuance and delivery of the
Bonds equal to the least of (1) 10% of the aggregate initial
offering price of the Bonds, (2) 1000 of the maximum future
annual debt service requirements for the Bonds during any
fiscal year, or (3) 125% of the average annual debt service
requirements for the Bonds during any fiscal year.
"Defaulted Interest" means interest on any Bond which is
payable but not paid on any Interest Payment Date.
"Defeasance Obligations" means:
(a) United States Government Obligations which are
not subject to redemption in advance of their maturity
dates; or
(b) obligations of any state or political subdivision
of any state, the interest on which is excluded from gross
income for federal income tax purposes and which meet the
following conditions:
(1) the obligations are (i) not subject to
redemption prior to maturity or (ii) the trustee for
such obligations has been given irrevocable
instructions concerning their calling and redemption
and the issuer of such obligations has covenanted not
to redeem such obligations other than as set forth in
such instructions;
(2) the obligations are secured by cash or
United States Government Obligations that may be
applied only to principal of, premium, if any, and
interest payments on such obligations;
(3) such cash and the principal of and interest
on such United States Government Obligations (plus any
cash in the escrow fund) are sufficient to meet the
liabilities of the obligations;
(9) such cash and United States Government
Obligations serving as security for the obligations
are held in an escrow fund by an escrow agent or a
trustee irrevocably in trust;
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(S) such cash and United States Government
Obligations are not available to satisfy any other
claims, including those against the trustee or escrow
agent; and
(6) the obligations are rated in the highest
rating category by Moody's (presently "Aaa") or
Standard & Poor's (presently "AAA").
"Depreciation and Replacement Account" means the account by
that name created by Section 501 hereof.
"Interest Payment Date" means the Stated Maturity of an
installment of interest on any Bond.
"Maturi~" when used with respect to any Bond means the
date on which the principal of such Bond becomes due and
payable as therein and herein provided, whether at the Stated
Maturity thereof or call for redempton or otherwise.
"Net Revenues Available for Debt Service" means, for the
period of determination, all income and revenues derived by the
City from the operation of the System, including investment and
rental income, net proceeds from business interruption
insurance, and any amounts deposited in escrow in connection
with the acquisition, construction, remodeling, renovation and
equipping of facilities to be applied during the period of
determination to pay interest on System Revenue Bonds, less all
Current Expenses (other than interest paid on System Revenue
Bonds, depreciation and amortization charges during the period
of determination) and other proper charges, all as determined
in accordance with generally accepted accounting principles,
but excluding any profits or losses on the early extinguishment
of debt or on the sale or other disposition, not in the
ordinary course of business, of investments or fixed or capital
assets.
"Operation and Maintenance Account" means the account by
that name created by Section 501 hereof.
"Ordinance" means this Ordinance as from time to time
amended in accordance with the terms hereof.
"Original Purchaser" means George K. Baum & Company, Kansas
City, Missouri.
"Outstanding" means, when used with reference to Bonds
means, as of any particular date, all Bonds theretofore issued
and delivered hereunder, except:
(a) Bonds theretofore cancelled by the Paying Agent
or delivered to the Paying Agent for cancellation;
-5-
(b) Bonds deemed to be paid in accordance with the
provisions of Section 901 hereof; and
(c) Bonds in exchange for or in lieu of which other
Bonds have been registered and delivered hereunder.
"Parity Bonds" means any parity bonds hereafter issued
pursuant to Section 1002 hereof and standing on a parity and
equality with the Bonds with respect to the payment of
principal and interest out of the net income and revenues of
the System.
"Parity Ordinances" means the ordinances under which any
parity bonds shall hereafter be issued pursuant to Section 1002
hereof.
"Paying Agent" means Commerce Bank of Kansas City, N.A.,
Kansas City, Missouri, and any successors and assigns.
"Permitted Investments" means any of the following
securities, if and to the extent the same are at the time legal
for investment of the City's funds:
(a) United States Government Obligations;
(b) bonds, notes or other obligations of any state of
the United States, including the State of Missouri, or any
political subdivision of the State of Missouri, which at
the time of their purchase are rated in either of the two
highest rating categories by a nationally recognized rating
service;
(c) repurchase agreements with any bank, bankholding
company, savings and loan association, trust company, or
other financial institution organized under the laws of the
United States or any state, which are continuously and
fully secured by any one or more of the securities
described in clause (a) or (b) above and which have a
market value, exclusive of accrued interest, at all times
at least equal to the principal amount of such repurchase
agreement;
(d) obligations of the Federal National Mortgage
Association, the Government National Mortgage Association,
the Federal Financing Bank, the Federal Intermediate Credit
Corporation, Federal Banks for Cooperatives, Federal Land
Banks, Federal .Home Loan Banks, Farmers Home Administration
and Federal Home Loan Mortgage Corporation; and
(e) certificates of deposit or time deposits, whether
negotiable or nonnegotiable, issued by any bank or trust
company organized under the laws of the United States or
any state, provided that such certificates of deposit shall
be either (1) continuously and fully insured by the Federal
-6-
Deposit Insurance Corporation, or (2) continuously and
fully secured by such securities as are described above in
clauses (a) through (c), inclusive, which shall have a
market value, exclusive of accrued interest, at all times
at least equal to the principal amount of such certificates
of deposit.
"Person" means any natural person, corporation,
partnership, firm, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or
any agency or political subdivision thereof or other public
body.
"Proiect Fund" means the fund by that name created by
Section 501 hereof.
"Record Date" for the interest payable on any interest
payment date means the 15th day (whether or not a business day)
of the calendar month next preceding such interest payment date.
"Redemption Date" when used with respect to any Bond to be
redeemed means the date fixed for such redemption pursuant to
the terms of this Ordinance.
"Redemption Price" when used with respect to any Bond to be
redeemed means the price at which such Bond is to be redeemed
pursuant to the terms of this Ordinance, including the
applicable redemption premium, if any, but excluding
installments of interest whose Stated Maturity is on or before
the Redemption Date.
"Revenue Fund" means the fund by that name created by
Section 501 hereof.
"Special Record Date" means the date fixed by the Paying
Agent pursuant to Section 204 hereof for the payment of
Defaulted Interest.
"Stated Maturity" when used with respect to any Bond or any
installment of interest thereon means the date specified in
such Bond and this Ordinance as the fixed date on which the
principal of such Bond or such installment of interest is due
and payable.
"Surplus Account" means the account by that name created by
Section 501 hereof.
"System" means the entire sewerage system owned and
operated by the City for the collection, treatment and disposal
of sewage, to serve the needs of the City and its inhabitants
and others, including all appurtenances and facilities
connected therewith or relating thereto, together with all
extensions, improvements, additions and enlargements thereto
hereafter made or acquired by the City.
-7-
"System Revenue Bonds" means collectively the Bonds, any
Parity Bonds and all other revenue bonds which are payable out
of, or secured by an interest in, the income and revenues
derived by the City from the operation of the System.
"United States Government Obligations" shall mean bonds,
notes, certificates of indebtedness, treasury bills or other
securities constituting direct obligations of, or obligations
the principal of and interest on which are fully and
unconditionally guaranteed as to full and timely payment by,
the United States of America, including evidences of a direct
ownership interest in future interest or principal payments on
obligations issued or guaranteed by the United States of
America (including the interest component of obligations of the
Resolution Funding Corporation), or securities which represent
an undivided interest in such obligations, which obligations
are rated in the highest rating category by Standard & Poor's
Corporation and Moody's Investors Service, Inc., and such
obligations are held in a custody account by a custodian
satisfactory to the City.
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. There is hereby
authorized and directed to be issued a series of Sewerage
System Revenue Bonds, Series 1992, of the City in the principal
amount of $1,500,000 (the "Bonds") for the purpose of
constructing additions to and extending and improving the
System, as provided in this Ordinance.
Section 202. Security for the Bonds. The Bonds shall be
special obligations of the City payable solely from, and
secured as to the payment of principal and interest by a pledge
of, the net income and revenues derived by the City from the
operation of the System, after providing for the costs of
operation and maintenance thereof, including operating income,
investment income, gifts, bequests, contributions, and grants
and other moneys made available to the City with respect to the
System from sources other than funds raised by taxation, and
the City hereby pledges said net income and revenues to the
payment of the principal of and interest on the Bonds. The
Bonds shall not be or constitute a general obligation of the
City, nor shall they constitute an indebtedness of the City
within the meaning of any constitutional, statutory or charter
provision, limitation or restriction, and the taxing power of
the City is not pledged to the payment of the Bonds either as
to principal or interest.
The covenants and agreements of the City contained herein
and in the Bonds shall be for the equal benefit, protection and
security of the legal owners of any or all of the Bonds, all of
-8-
which Bonds shall be of equal rank and without preference or
priority of one Bond over any other Bond in the application of
the funds herein pledged to the payment of the principal of and
the interest on the Bonds, or otherwise, except as to rate of
interest, date of maturity and right of prior redemption as
provided in this Ordinance. The Bonds shall stand on a parity
and be equally and ratably secured with respect to the payment
of principal and interest from the net income and revenues
derived by the City from the operation of the System and in all
other respects with any Parity Bonds. The Bonds shall not have
any priority with respect to the payment of principal or
interest from said net income and revenues or otherwise over
the Parity Bonds and the Parity Bonds shall not have any
priority with respect to the payment of principal or interest
from said net income and revenues or otherwise over the Bonds.
Section 203. Description of Bonds. The Bonds shall
consist of fully registered bonds without coupons, numbered
from R-1 consecutively upward, in the denomination of $5,000 or
any integral multiple thereof. The Bonds shall be
substantially in the form set forth in Section 401 hereof, and
shall be subject to registration, transfer and exchange as
provided in Section 206 hereof. The Bonds shall be dated
February 1, 1992, shall become due on February 1 in the years
(subject to optional and mandatory redemption prior to Stated
Maturity as provided in Article III hereof), and shall bear
interest at the rates per annum, as follows:
SERIAL BONDS
Stated Maturity Principal Annual Rate
February 1 Amount of Interest
1994 $35,000 4.50a
1995 95,000 5.00
1996 45,000 5.25
1997 50,000 5.50
1998 55,000 5.75
1999 55,000 6.00
2000 60,000 6.20
2001 65,000 6.40
2002 65,000 6.60
2003 70,000 6.70
2004 75,000 6.80
TERM BONDS
Stated Maturity Principal Annual Rate
February 1 Amount of Interest
2012 $880,000 7.20%
The Bonds shall bear interest at the rates aforesaid
(computed on the basis of a 360-day year of twelve 30-day
months) from the date thereof or from the most recent Interest
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Payment Date to which interest has been paid or duly provided
for, payable semiannually on February 1 and August 1 in each
year, beginning on August 1, 1992.
Section 204. Designation of Paying Agent. Commerce Bank
of Kansas City, N.A., in the City of Kansas City, Missouri, is
hereby designated as the City's Paying Agent for the payment of
principal of and interest on the Bonds and bond registrar with
respect to the registration, transfer and exchange of Bonds.
The City will at all times maintain a Paying Agent meeting
the qualifications herein described, for the performance of the
duties hereunder. The City reserves the right to appoint a
successor Paying Agent by (1) filing with the bank then
performing such function a certified copy of a resolution or
ordinance giving notice of the termination of such bank and
appointing a successor, and (2) causing notice to be given to
each Bondowner. No resignation or removal of the Paying Agent
shall become effective until a successor has been appointed and
has accepted the duties of the Paying Agent.
Every Paying Agent appointed hereunder shall at all times
be a banking association or corporation or trust company
located in the State of Missouri organized and doing business
under the laws of the United States of America or of the State
of Missouri, authorized under such laws to exercise trust
powers, and subject to supervision or examination by federal or
state authority.
The Paying Agent shall be paid the usual fees for its
services in connection therewith, which fees shall be paid as
other Current Expenses are paid.
Section 205. Method and Place of Payment of Bonds. The
principal of or Redemption Price and interest on the Bonds
shall be payable in any coin or currency of the United States
of America which, on the respective dates of payment thereof,
is legal tender for the payment of public and private debts.
The principal or Redemption Price of each Bond shall be
paid at Maturity to the Person in whose name such Bond is
registered on the Bond Register at the Maturity thereof, upon
presentation and surrender of such Bond at the principal
corporate trust office of the Paying Agent.
The interest payable on each Bond on any Interest Payment
Date shall be paid by check or draft mailed by the Paying Agent
to the Person in whose name such Bond is registered on the Bond
Register at the close of business on the Record Date for such
interest.
Notwithstanding the foregoing provisions of this Section,
any Defaulted Interest with respect to any Bond shall cease to
be payable to the Owner of such Bond on the relevant Record
Date and shall be payable to the Owner in whose name such Bond
-10-
is registered at the close of business on the Special Record
Date for the payment of such Defaulted Interest, which Special
Record Date 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 Bond and the
date of the proposed payment (which date shall be at least 30
days after receipt of such notice by the Paying Agent), and
shall deposit with the Paying Agent at the time of such notice
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. Following receipt
of such funds the Paying Agent shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not
more than 1S nor less than 10 days prior to the date 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, by first-class mail postage prepaid, to each
Owner of a Bond entitled to such notice at the address of such
Owner as it appears on the Bond Register not less than 10 days
prior to such Special Record Date.
The Paying Agent shall keep in its office a record of
payment of principal and Redemption Price of and interest on
all Bonds and shall at least annually forward a copy or summary
of such records to the City.
Section 206. Registration,
Bonds. The City covenants that it
Bonds remain Outstanding, cause the
the office of the Paying Agent as
when issued shall be registered
thereof on the Bond Register kept b
Transfer and Exchange of
will, as long as any of the
Bond Register to be kept at
herein provided. Each Bond
in the name of the Owner
y the Paying Agent.
Bonds may be transferred and exchanged only upon the Bond
Register maintained by the Paying Agent as provided in this
Section.
Upon surrender thereof at the principal office of the
Paying Agent, the Paying Agent shall transfer or exchange any
Bond for a new Bond or Bonds in any authorized denomination of
the same maturity and in the same aggregate principal amount as
the Bond which was presented for transfer or exchange. All
Bonds presented for transfer or exchange shall be accompanied
by a written instrument or instruments of transfer or
authorization for exchange, in a form and with guarantee of
signature satisfactory to the Paying Agent, duly executed by
the Registered Owner thereof or by the Registered Owner's duly
authorized agent. All Bonds presented for transfer or exchange
shall be surrendered to the Paying Agent for cancellation.
-11-
In all cases in which the privilege of transferring or
exchanging Bonds is exercised, the Paying Agent shall
authenticate and deliver Bonds in accordance with the
provisions of this Ordinance. The City shall pay the fees and
expenses of the Paying Agent for the registration, transfer and
exchange of Bonds provided for by this Ordinance and the cost
of printing a reasonable supply of registered bond blanks. Any
additional costs or fees that might be incurred in the
secondary market, other than fees of the Paying Agent, are the
responsibility of the Bondowners.
The City and the Paying Agent shall not be required (a) to
issue, transfer or exchange any Bond during a period beginning
at the opening of business 15 days preceding the date of
mailing of a notice of redemption for Bonds selected for
redemption under Section 303 hereof and ending at the close of
business on the day of such mailing; (b) to transfer or
exchange any Bond so selected for redemption in whole or in
part; or (c) to issue, transfer or exchange any Bond during a
period beginning at the opening of business on the day after
receiving written notice from the City of its intent to pay
Defaulted Interest and ending at the close of business on the
date fixed for the payment of Defaulted Interest pursuant to
Section 205 hereof.
The City and the Paying Agent may deem and treat the person
in whose name any Bond shall be registered as the absolute
owner of such Bond, whether such Bond shall be overdue or not,
for the purpose of receiving payment of, or on account of, the
principal of, redemption premium, if any, and interest on said
Bond and for all other purposes, and all such payments so made
to any such Registered Owner or upon the Registered Owner's
order shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so
paid, and neither the City nor the Paying Agent shall be
affected by any notice to the contrary, but such registration
may be changed as herein provided.
To the extent that such information shall be made known to
the Paying Agent under the terms of this Section, it will keep
on file on the Bond Register at the principal office of the
Paying Agent a list of names and addresses of the Registered
Owners of all Honds. The Paying Agent shall be under no
responsibility with regard to the accuracy of said list. At
reasonable times and under reasonable regulations established
by the Paying Agent, said list may be inspected and copied by
the Owners (or a designated representative thereof) of 25% or
more in principal amount of the Bonds then Outstanding or any
such designated representative to be evidenced to the
satisfaction of the Paying Agent.
Section 207. Execution, Authentication and Delivery of
Bonds. Each of the Bonds, including any Bonds issued in
exchange or as substitution for the Bonds initially delivered,
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shall be signed by the manual or facsimile signature of the
Mayor, attested by the manual or facsimile signature of the
City Clerk, and shall have the official seal of the City
affixed thereto or imprinted thereon. In case any officer
whose signature or facsimile thereof appears on any Bonds shall
cease to be such officer before the delivery of such Bonds,
such signature or facsimile thereof shall nevertheless be valid
and sufficient for all purposes, the same as if such person had
remained in office until delivery. Any Bond may be signed by
such persons who at the actual time of the execution of such
Bond shall be the proper officers to sign such Bond although at
the date of such Borid such persons may not have been such
officers.
The Mayor and City Clerk are hereby authorized and directed
to prepare and execute the Bonds as hereinbefore specified, and
when duly executed, to deliver the Bonds to the Paying Agent
for authentication. Upon authentication, the Paying Agent
shall deliver the Honds to the Original Purchaser of the Honds,
upon payment of the purchase price thereof.
The Bonds shall have endorsed thereon a certificate of
authentication substantially in the form set forth in Section
401 hereof, which shall be manually executed by the Paying
Agent. No Bond shall be entitled to any security or benefit
under this Ordinance or be valid or obligatory for any purpose
unless and until such certificate of authentication shall have
been duly executed by the Paying Agent. Such executed
certificate of authentication upon any Bond shall be conclusive
evidence that such Bond has been duly authenticated and
delivered under this Ordinance. The certificate of
authentication on any Bond shall be deemed to have been duly
executed if signed by any authorized officer or employee of the
Paying Agent, but it shall not be necessary that the same
officer or employee sign the certificate of authentication on
all of the Bonds that may be issued hereunder at any one time.
Section 208. Mutilated, Destroyed, Lost and Stolen Bonds.
If (a) any mutilated Bond is surrendered to the Paying Agent,
or the City and the Paying Agent receive evidence to their
satisfaction of the mutilation, destruction, loss or theft of
any Bond, and (b) 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 Bond 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 Bond, a new Bond of the same maturity and of like
tenor and principal amount, bearing a number not
contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Bond
has become or is about to become due and payable, the City in
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its discretion may,
Bond.
Upon the issuance
City may require the
to cover any tax o
imposed in relation
the fees and expenses
instead of issuing a new Bond, pay such
of any new Bond under this Section, the
payment by the Owner of a sum sufficient
r other governmental charge that may be
thereto and any other expenses (including
of the Paying Agent) connected therewith.
Every new Bond issued pursuant to this Section in lieu of
any mutilated, destroyed, lost or stolen Bond shall constitute
a replacement of the prior obligation of the City, whether or
not the mutilated, destroyed, lost or stolen Bond shall be at
any time enforceable by anyone, and shall be entitled to all
the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds.
Section 209. Cancellation and Destruction of Bonds Upon
Payment. All Bonds which have been paid or redeemed or which
have otherwise been surrendered to the Paying Agent, either at
or before maturity, shall be cancelled and destroyed by the
Paying Agent immediately upon the payment or redemption of such
Bonds and the surrender thereof to the Paying Agent. The
Paying Agent shall execute a certificate in duplicate
describing the Bonds so cancelled and destroyed, and shall file
an executed counterpart of such certificate with the City.
Section 210. Sale of the Bonds. The Mayor is hereby
authorized to enter into the Bond Purchase Agreement between
the City and the Original Purchaser in substantially the form
attached hereto as Exhibit "B", under which the City agrees to
sell the Bonds to the Original Purchaser at a purchase price of
98% of the principal amount thereof plus accrued interest to
the date of delivery, upon the terms and conditions set forth
therein, with such changes therein as shall be approved by the
Mayor, which officer is hereby authorized to execute such
document for and on behalf of the City, and such officer's
signature thereon shall be conclusive evidence of his or her
approval thereof. Delivery of the Bonds shall be made to the
Original Purchaser as soon as practicable after the adoption of
this Ordinance, upon payment therefor in accordance with the
terms of sale.
Section 211. Preliminary Official Statement and Official
Statement. The Preliminary Official Statement, in the form
attached hereto as Exhibit "C", is hereby ratified and
approved, and the final Official Statement is hereby authorized
and adopted by supplementing, completing and amending the
Preliminary Official Statement, and the Mayor is hereby
authorized to execute the Official Statement in substantially
the same form with such changes and additions thereto as are
necessary to conform to and describe the transaction, and the
use and public distribution of the Official Statement by the
Original Purchaser in connection with the reoffering of the
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Bonds is hereby authorized. The proper officials of the City
are hereby authorized to execute and deliver a certificate
pertaining to such Official Statement as prescribed therein,
dated as of the date of payment for and delivery of the Bonds.
For the purpose of enabling the Original Purchaser to
comply with the requirements of Rule 15c2-12(b)(1) of the
Securities and Exchange Commission, the City hereby deems the
information regarding the City contained in the Preliminary
Official Statement to be "final" as of its date, except for the
omission of such information as is permitted by Rule
15c2-12(b)(1), and the appropriate officers of the City are
hereby authorized, if requested, to provide the Original
Purchaser a letter or certification to such effect and to take
such other actions or execute such other documents as such
officers in their reasonable judgment deem necessary to enable
the Original Purchaser to comply with the requirement of such
Rule.
The City agrees to provide to the Original Purchaser within
seven business days of the date of the sale of Bonds sufficient
copies of the final Official Statement to enable the Original
Purchaser to comply with the requirements of Rule 15c2-12(b)(9)
of the Securities and Exchange Commission and with the
requirements of Rule G-32 of the Municipal Securities
Rulemaking Board.
If between the date of the Bond Purchase Agreement and (a)
the time when the Official Statement is available to any Person
from a nationally recognized municipal securities information
repository), or (b) 90 days (if Official Statement is not to be
delivered to a Repository) following the date of the closing
for the Honds, or (c) such earlier date that the Original
Purchaser notifies the City that it is no longer required to
deliver copies of the Official Statement, any event shall occur
which might or would cause the Official Statement to contain
any untrue statement of a material fact or to omit to state any
material fact necessary to make the statements therein, in the
light of the circumstance under which they were made, not
misleading, the City shall notify the Original Purchaser and
if, in the opinion of the Original Purchaser, such event
requires the preparation and publication of a supplement or
amendment to the Official Statement, the City will supplement
or amend the Official Statement in a form and in a manner
approved by the Original Purchaser, if the Official Statement
is so supplemented or amended prior to the closing date, such
approval by the Original Purchaser of a supplement or amendment
to the Official Statement shall not preclude the Original
Purchaser from thereafter terminating the Bond Purchase
Agreement, and if the Official Statement is so amended or
supplemented prior to the closing date, the Original Purchaser
may terminate the Bond Purchase Agreement by notification to
the City at any time prior to the closing date if, in the
reasonable judgment of the Original Purchaser, such amendment
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or supplement has or will have a material adverse effect on the
marketability of the Bonds.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Optional Redemption. At the option of the
City, Bonds or portions thereof maturing on February 1, 2003,
and thereafter may be called for redemption and payment prior
to the Stated Maturity thereof on February 1, 2002, and
thereafter in whole at any time or in part on any interest
payment date in inverse order of Stated Maturity (Bonds of less
than a single maturity to be selected in multiples of $5,000
principal amount in such equitable manner as the Paying Agent
shall designate) at the redemption prices set forth below
(expressed as percentages of principal amount) plus accrued
interest thereon to the date of redemption:
Redemption Redemption
Dates Prices
February 1, 2002 to January 31, 2003 102%
February 1, 2003 to January 31, 2004 101
February 1, 2004 and thereafter 100
Section 302. Mandatory Redemption. The Bonds maturing in
the year 2012 (the "Term Bonds") shall be subject to mandatory
redemption and payment prior to maturity pursuant to the
mandatory redemption requirements of this Section at a
redemption price equal to 100°0 of the principal amount thereof
plus accrued interest to the redemption date. The payments
specified in Section 702(b) hereof which are to be deposited
into the Debt Service Account shall be sufficient to redeem,
and the City shall redeem on February 1 in each year, the
following principal amounts of Bonds:
Principal
Year Amount
2005 85,000
2006 90,000
2007 95,000
2008 105,000
2009 110,000
2010 120,000
2011 130,000
2012* 145,000
*Final Maturity
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At its option, to be exercised on or before the 45th day
next preceding any mandatory redemption date, the City may:
(a) deliver to the Paying Agent for cancellation Term Bonds, in
any aggregate principal amount desired; or (b) furnish the
Paying Agent funds, together with appropriate instructions, for
the purpose of purchasing any Term Bonds from any Owner thereof
whereupon the Paying Agent shall expend such funds for such
purpose to such extent as may be practical; or (c) receive a
credit with respect to the mandatory redemption obligation of
the City under this Section for any Term Bonds, which prior to
such date have been redeemed (other than through the operation
of the requirements of this Section) and cancelled by the
Paying Agent and not theretofore applied as a credit against
any redemption obligation under this Section. Each Term Bond
so delivered or previously purchased or redeemed shall be
credited at 100% of the principal amount thereof on the
obligation of the City to redeem Term Bonds of the same
maturity on such redemption date, and any excess of such amount
shall be credited on future mandatory redemption obligations
for Term Bonds of the same maturity in chronological order, and
the principal amount of Term Bonds of the same maturity to be
redeemed by operation of the requirements of this Section shall
be accordingly reduced. If the City intends to exercise any
option granted by the provisions of clauses (a), (b) or (c)
above, the City will, on or before the 45th day next preceding
each mandatory redemption date, furnish the Paying Agent a
written certificate indicating to what extent the provisions of
said clauses (a), (b) and (c) are to be complied with with
respect to such mandatory redemption payment.
Section 303. Selection of Bonds to He Redeemed.
(a) The Paying Agent shall call Bonds for redemption and
payment as herein provided upon receipt by the Paying Agent at
least 45 days prior to the Redemption Date of a written request
of the City.
(b) Bonds shall be redeemed only in the principal amount
of $5,000 or any integral multiple thereof. When less than all
of the Outstanding Bonds of any series are to be redeemed and
paid prior to Stated Maturity, such Bonds shall be redeemed in
inverse order of Stated Maturity, Bonds of less than a full
maturity to be selected by the Paying Agent in $5,000 units of
face value in such equitable manner as the Paying Agent may
determine.
(c) In the case of a partial redemption of Bonds by lot
when Bonds of denominations greater than $5,000 are then
Outstanding, then for all purposes in connection with such
redemption each $5,000 of face value shall be treated as though
it were a separate Bond of the denomination of $5,000. If it
is determined that one or more, but not all, of the $5,000
units of face value represented by any fully registered Bond is
selected for redemption, then upon notice of intention to
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redeem such $5,000 unit or units, the Owner of such fully
registered Bond or the Owner's duly authorized agent shall
forthwith present and surrender such Bond to the Paying Agent
(1) for payment of the Redemption Price and interest to the
date fixed for redemption of the $5,000 unit or units of face
value called for redemption, and (2) for exchange, without
charge to the Owner thereof, for a new Bond or Bonds of the
aggregate principal amount of the unredeemed portion of the
principal amount of such fully registered Bond. If the Owner
of any such fully registered Bond of a denomination greater
than $5,000 shall fail to present such Bond to the Paying Agent
for payment and exchange as aforesaid, such Bond shall,
nevertheless, become due and payable on the redemption date to
the extent of the $5,000 unit or units of face value called for
redemption (and to that extent only).
Section 304. Notice and Effect of Call for Redemption.
Unless waived by any Owner of Bonds to be redeemed, official
notice of any such redemption shall be given by the Paying
Agent on behalf of the City by mailing a copy of an official
redemption notice by first class, registered or certified mail,
as determined by the Paying Agent, at least 30 days prior to
the Redemption Date, to the Original Purchaser of the Bonds and
to each Registered Owner of the Bonds to be redeemed at the
address shown on the Bond Register or at such other address as
is furnished in writing by any such Registered Owner to the
Paying Agent.
All official notices of redemption shall be dated and shall
state:
(a) the Redemption Date,
(b) the Redemption Price,
(c) if less than all Outstanding Bonds are to be
redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Bonds
to be redeemed,
(d) that on the Redemption Date the Redemption Price
will become due and payable upon each such Bond or portion
thereof called for redemption, and that interest thereon
shall cease to accrue from and after said date, and
(e) the place where such Bonds are to be surrendered
for payment of the Redemption Price, which place of payment
shall be the principal office of the Paying Agent.
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 Bonds or portions of Bonds which
are to be redeemed on that date.
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Official notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds 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 the City shall default in the payment of the
Redemption Price) such Bonds or portion of Bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the
Paying Agent at the Redemption Price. Installments of interest
due on or prior to the Redemption Date shall be payable as
herein provided for payment of interest. Upon surrender for
any partial redemption of any Bond, there shall be prepared for
the Registered Owner a new Bond or Bonds of the same Stated
Maturity in the amount of the unpaid principal. All Bonds
which have been redeemed shall be cancelled and destroyed by
the Paying Agent and shall not be reissued.
In addition to the foregoing notice, further notice shall
be given by the Paying Agent on behalf of the City as set out
below, but no defect in said further notice nor any failure to
give all or any portion of such further notice shall in any
manner defeat the effectiveness of a call for redemption if
notice thereof is given as above prescribed.
(a) Each further notice of redemption given hereunder
shall contain the information required above for an
official notice of redemption plus (1) the CUSIP numbers of
all Bonds being redeemed; (2) the date of issue of the
Bonds as originally issued; (3) the rate of interest borne
by each Bond being redeemed; (9) the maturity date of each
Bond being redeemed; and (5) any other descriptive
information needed to identify accurately the Bonds being
redeemed.
(b) Each further notice of redemption shall be sent
at least 35 days before the redemption date by first class,
registered or certified mail or overnight delivery as
determined by the Paying Agent to all registered securities
depositories then in the business of holding substantial
amounts of obligations of types comprising the Bonds and to
one or more national information services that disseminate
notices of redemption of obligations such as the Bonds.
(c) Upon the payment of the redemption price of Bonds
being redeemed, each check or other transfer of funds
issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Bonds being
redeemed with the proceeds of such check or other transfer.
The Paying Agent is also directed to comply with any
mandatory or voluntary standards then in effect for processing
redemptions of municipal securities established by the
Securities and Exchange Commission. Failure to comply with
such standards shall not affect or invalidate the redemption of
any Bond to be redeemed.
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ARTICLE IV
FORM OF BONDS
Section 401.
originally issued
substitution, shall
Form of Bonds.
or issued upon
be in substantially
Each of the Bonds, as
transfer, exchange or
the following form:
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(FORM OF FULLY REGISTERED BOND)
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered
No. R-
Interest Rate
CITY OF RIVERSIDE, MISSOURI
SEWERAGE SYSTEM REVENUE BOND
SERIES 1992
Maturity Date Dated Date
February 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Registered
CUSIP
Number
DOLLARS
The CITY OF RIVERSIDE, MISSOURI, a city of the fourth class
and a political subdivision of the State of Missouri (the
"City"), for value received, hereby promises to pay to the
Registered Owner shown above, or registered assigns, but solely
from the source and in the manner herein specified, the
Principal Amount shown above on the Maturity Date shown above,
and to pay interest thereon, but solely from the source and in
the manner herein specified, at the Interest Rate per annum
shown above (computed on the basis of a 360-day year of twelve
30-day months) from the Dated Date shown above or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, payable semiannually on February 1 and
August 1 in each year, beginning on August 1, 1992, until said
Principal Amount shall have been paid.
The principal or redemption price of this Bond shall be
paid at maturity or upon earlier redemption to the person in
whose name this Bond is registered at the maturity or
redemption date thereof, upon presentation and surrender of
this Bond at the principal corporate trust office of COMMERCE
BANK OF KANSAS CITY, N.A., in the City of Kansas City,
Missouri, (the "Paying Agent"). The interest payable on this
Bond on any interest payment date shall be paid by check or
draft mailed by the Paying Agent to the person in whose name
this Bond is registered on the registration books maintained by
the Paying Agent at the close of business on the Record Date
for such interest, which shall be the fifteenth day (whether or
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not a business day) of the calendar month next preceding such
interest payment date. The principal or redemption price of
and interest on this Bond shall be payable in lawful money of
the United States of America.
THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE
REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET
FORTH AT THIS PLACE.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any
Ordinance until the Certificate
have been executed by the Paying
security or benefit under the
of Authentication hereon shall
Agent.
IT IS HEREBY CERTIFIED AND DECLARED that all acts,
conditions and things required to exist, happen and be
performed precedent to and in the issuance of the Bonds have
existed, happened and been performed in due time, form and
manner as required by law, and that before the issuance of the
Bonds, provision has been duly made for the collection and
segregation of the revenues of the System and for the
application of the same as hereinbefore provided.
IN WITNESS WHEREOF, the CITY OF RIVERSIDE, MISSOURI, has
executed this Bond by causing it to be signed by the manual or
facsimile signature of its Mayor and attested by the manual or
facsimile signature of its City Clerk, and its official seal to
be affixed hereto or imprinted hereon, and this Bond to be
dated the Dated Date shown above.
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds
of the issue described in the
within-mentioned
Ordinance.
Registration Date:
COMMERCE BANK OF KANSAS CITY,
N.A., Paying Agent
Hy
Authorized Officer
or Signatory
CITY OF RIVERSIDE, MISSOURI
By
Mayor
(Seal)
ATTEST:
ty Clerk
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(FORM OF REVERSE SIDE OF BOND)
ADDITIONAL PROVISIONS
This Bond is one of a duly authorized series of bonds of
the City designated "Sewerage System Revenue Bonds, Series
1992," aggregating the principal amount of $1,500,000 (the
"Bonds"), issued by the City for the purpose of constructing
additions to and extending and improving the sewerage system of
the City (said sewerage system, together with all future
improvements and extensions thereto hereafter constructed or
acquired by the City, being herein called the "System"), paying
the cost of extending and improving the sewerage system of the
City, under the authority of and in full compliance with the
Constitution and laws of the State of Missouri, including
particularly Chapter 250 of the Revised Statutes of Missouri,
as amended, and pursuant to an election duly held in the City
and an ordinance duly adopted by the governing body of the City
(herein called the "Ordinance").
At the option of the City, Bonds or portions thereof
maturing on February 1, 2003, and thereafter may be called for
redemption and payment prior to maturity on February 1, 2002,
and thereafter in whole at any time or in part on any interest
payment date in inverse order of maturity (Bonds of less than a
single maturity to be selected in multiples of $5,000 principal
amount in such equitable manner as the Paying Agent shall
designate) at the redemption prices set forth below (expressed
as percentages of principal amount) plus accrued interest
thereon to the redemption date:
Redemption Redemption
Dates Prices
February 1, 2002 to January 31, 2003 1020
February 1, 2003 to January 31, 2004 101
February 1, 2004 and thereafter 100
Bonds maturing on February 1, 2012, are subject to
mandatory redemption and payment prior to maturity pursuant to
the mandatory redemption requirements of the Ordinance on
February 1, 2005, and on each February 1 thereafter prior to
maturity, at a redemption price equal to 100% of the principal
amount thereof plus accrued interest to the redemption date.
Notice of redemption, unless waived, is to be given by the
Paying Agent by mailing an official redemption notice by first
class, registered or certified mail at least 30 days prior to
the date fixed for redemption, to the investment banking firm
that originally purchased the Bonds and to the Registered Owner
of each of the Bonds to be redeemed at the address shown on the
registration books or at such other address as is furnished in
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writing by such Registered Owner to the Paying Agent. Notice
of redemption having been given as aforesaid, the Bonds or
portions of Bonds 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 the City shall
default in the payment of the redemption price) such Bonds or
portions of Bonds shall cease to bear interest.
The Bonds are special obligations of the City payable
solely from, and secured as to the payment of principal and
interest by a pledge of, the revenues derived by the City from
the operation of the System, and the taxing power of the City
is not pledged to the payment of the Bonds either as to
principal or interest. The Bonds shall not be or constitute a
general obligation of the City, nor shall they constitute an
indebtedness of the City within the meaning of_ any
constitutional, statutory or charter provision, limitation or
restriction. Under the conditions set forth in the Ordinance,
the City has the right to issue additional parity bonds payable
from the same source and secured by the same revenues as the
Bonds; provided, however, that such additional bonds may be so
issued only in accordance with and subject to the covenants,
conditions and restrictions relating thereto set forth in the
Ordinance.
The City hereby covenants and agrees with the Owner of this
Bond that it will keep and perform all covenants and agreements
contained in the Ordinance, and will fix, establish, maintain
and collect such rates, fees and charges for the use and
services furnished by or through the System, as will produce
revenues sufficient to pay the costs of operation and
maintenance of the System, pay the principal of and interest on
the Bonds as and when the same become due, and provide
reasonable and adequate reserve funds. Reference is made to
the Ordinance for a description of the covenants and agreements
made by the City with respect to the collection, segregation
and application of the revenues of the System, the nature and
extent of the security of the Bonds, the rights, duties and
obligations of the City with respect thereto, and the rights of
the Owners thereof.
The Bonds are issuable in the form of fully registered
Bonds without coupons in the denomination of $5,000 or any
integral multiple thereof.
This Bond may be transferred or exchanged, as provided in
the Ordinance, only upon the registration books kept for that
purpose at the above-mentioned office of the Paying Agent, upon
surrender of this Bond together with a written instrument of
transfer or exchange satisfactory to the Paying Agent duly
executed by the Registered Owner or the Registered Owner's duly
authorized agent, and thereupon a new Bond or Bonds in any
authorized denomination of the same maturity and in the same
aggregate principal amount shall be issued to the transferee in
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exchange therefor as provided in the Ordinance, and upon
payment of the charges therein prescribed. The City and the
Paying Agent may deem and treat the person in whose name this
Bond is registered as the absolute owner hereof for the purpose
of receiving payment of, or on account of, the principal or
redemption price hereof and interest due hereon and for all
other purposes.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
agent to transfer the within Bond on the books kept by the
Paying Agent for the registration thereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond
with the name of the
Registered Owner as it
appears upon the face of the
within Bond in every
particular and must be
guaranteed by a member firm
of the NYSE or a commercial
bank or trust company.
Signature Guaranteed By:
(Name of Bank, Trust Company
or NYSE Member Firm)
By _
Title:
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LEGAL OPINION
The following is a true and correct copy of the approving
legal opinion of Gilmore & Bell, Bond Counsel, which was dated
and issued as of the date of original issuance and delivery of
such Bonds:
GILMORE & BELL
Plaza Steppes Building
Suite 400
700 West 47th Street
Kansas City, Missouri 64112
(APPROVING LEGAL OPINION OF BOND COUNSEL]
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ARTICLE V
FUNDS AND ACCOUNTS
Section 501. Creation of Funds and Accounts. There are
hereby created and ordered to be established and maintained in
the treasury of the City the following separate funds and
accounts to be known respectively as the:
(a) Sewerage System Project Fund (the "Project Fund").
(b) Sewerage System Revenue Fund (the "Revenue Fund").
(c) Sewerage System Operation and Maintenance Account (the
"Operation and Maintenance Account").
(d) Debt Service Account for Sewerage System Revenue
Bonds, Series 1992 (the "Debt Service Account").
(e) Debt Service Reserve Account for Sewerage System
Revenue Bonds, Series 1992 (the "Debt Service Reserve
Account").
(f) Sewerage System Depreciation and Replacement Account
(the "Depreciation and Replacement Account").
(g) Sewerage System Surplus Account (the "Surplus
Account").
Section 502. Administration of Funds and Accounts. The
funds and accounts referred to in Section 501 hereof shall be
maintained and administered by the City solely for the purposes
and in the manner as provided in this Ordinance.
ARTICLE VI
APPLICATION OF BOND PROCEEDS
Section 601. Deposit of Bond Proceeds. The net proceeds
received from the sale of the Bonds, including any premium or
accrued interest thereon, shall be deposited simultaneously
with the delivery of the Bonds, as follows:
(a) There shall be deposited in the Debt Service
Account any premium on the Bonds and any amount received on
account of accrued interest on the Bonds, to be applied in
accordance with Section 702(b) hereof.
(b) There shall be deposited in the Debt Service
Reserve Account an amount equal to the Debt Service Reserve
Requirement, to be applied in accordance with Section
702 c hereof.
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(c) There shall be deposited in the Project Fund the
remaining balance of the proceeds of the Bonds, to be
applied in accordance with Section 602 hereof.
Section 602. Application of Moneys in the Project Fund.
Moneys in the Project Fund shall be used by the City for the
sole purpose of paying the cost of extending and improving the
System as hereinbefore provided, in accordance with the plans
and specifications therefor prepared by the Consultant,
heretofore approved by the Board of Aldermen of the City and on
file in the office of the City Clerk, including any alterations
in or amendments to said plans and specifications deemed
advisable by the Consultant and approved by the Board of
Aldermen of the City, and for paying the costs and expenses
incident to the issuance of the Bonds.
Withdrawals from the Project Fund shall be made only when
authorized by the Board of Aldermen and only on duly authorized
and executed warrants or vouchers therefor accompanied by a
certificate executed by the Consultant that such payment is
being made for a purpose within the scope of this Ordinance and
that the amount of such payment represents only the contract
price of the property, equipment, labor, materials or service
being paid for or, if such payment is not being made pursuant
to an express contract, that such payment is not in excess of
the reasonable value thereof. Nothing hereinbefore contained
shall prevent the payment out of the Project Fund of all costs
and expenses incident to the issuance of the Bonds or
withdrawals of sums for investment or reinvestment purposes
under the terms of this Ordinance without a certificate from
the Consultant.
Upon completion of the extensions and improvements to the
System as hereinbefore provided, but in no event later than
January 31, 1995, any surplus moneys remaining in the Project
Fund and not required for the payment of unpaid costs thereof
shall be deposited in the Debt Service Account.
ARTICLE V
APPLICATION OF REVENUES
Section 701. Revenue Fund. The City covenants and agrees
that from and after the delivery of the Bonds, and continuing
as long as any of the Bonds remain Outstanding hereunder, all
of the revenues derived and collected by the City from the
operation of the System shall as and when received be paid and
deposited into the Revenue Fund. Said revenues shall be
segregated and kept separate and apart from all other moneys,
revenues, funds and accounts of the City and shall not be
commingled with any other moneys, revenues, funds and accounts
of the City. The Revenue Fund shall be administered and
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applied solely for the purposes and in the manner provided in
this Ordinance.
Section 702. Application of Moneys in Funds and Accounts.
The City covenants and agrees that from and after the delivery
of the Bonds and continuing so long as any of the Bonds shall
remain Outstanding, it will on the first day of each month
administer and allocate all of the moneys then held in the
Revenue Fund as follows:
(a) Operation and Maintenance Account. There shall
first be paid and credited to the Operation and Maintenance
Account an amount sufficient to pay the estimated cost of
operating and maintaining the System during the ensuing
month.
All amounts paid and credited to the Operation and
Maintenance Account shall be expended and used by the City
solely for the purpose of paying the Current Expenses of
the System.
(b) Debt Service Account. There shall next be paid
and credited to the Debt Service Account, to the extent
necessary to meet at maturity or mandatory redemption
thereof the payment of all interest on and principal of the
Bonds, the following sums:
(1) Beginning with the first of said monthly
deposits and continuing on the first day of each month
thereafter to and including July 1, 1992, an equal pro
rata portion of the amount of interest becoming due on
the Bonds on August 1, 1992; and thereafter, beginning
on August 1, 1992, and continuing on the first day of
each month thereafter so long as any of the Bonds
shall remain outstanding and unpaid, an amount not
less than 1/6 of the amount of interest that will
become due on the Bonds (either at maturity or
mandatory redemption) on the next succeeding interest
payment date; and
(2) Beginning with the first of said monthly
deposits and continuing on the first day of each month
thereafter to and including January 1, 1994, an equal
pro rata portion of the amount of principal becoming
due on the Bonds on February 1, 1994, and thereafter,
beginning on February 1, 1994, and continuing on the
first day. of each month thereafter so long as any of
the Bonds shall remain outstanding and unpaid, an
amount not less than 1/12 of the amount of principal
that will become due on the Bonds on the next
succeeding principal payment date.
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All amounts paid and credited to the Debt Service
Account shall be expended and used by the City for the sole
purpose of paying the interest on and principal of the
Bonds as and when the same become due.
If at any time the moneys in the Revenue Fund shall be
insufficient to make in full the payments and credits at
the time required to be made to the Debt Service Account
and to the debt service accounts established to pay the
principal of and interest on any Parity Bonds, the
available moneys in the Revenue Fund shall be divided among
such debt service accounts in proportion to the respective
principal amounts of said series of bonds at the time
outstanding which are payable from the moneys in said debt
service accounts.
(c) Debt Service Reserve Account. So long as the
Debt Service Reserve Account aggregates the Debt Service
Reserve Requirement, no payments into said Account shall be
required, but if the City shall ever be required to expend
and use a part of the moneys in said Account for the
purpose herein authorized and such expenditure shall reduce
the amount of said Account below the Debt Service Reserve
Requirement, the City shall, after all payments and credits
required at the time to be made under the provisions of
paragraphs (a) and (b) of this Section have been made, pay
and credit to the Debt Service Reserve Account the sum of
$4,200 each month until the amount on deposit in said
Account shall again aggregate the Debt Service Reserve
Requirement. Except as hereinafter provided, all amounts
paid and credited to the Debt Service Reserve Account shall
be expended and used by the City solely to prevent any
default in the payment of interest on or principal of the
Bonds if the moneys in the Debt Service Account are
insufficient to pay the interest on or principal of said
Bonds as they become due.
Moneys in the Debt Service Reserve Account may be used
to call the Bonds for redemption and payment prior to their
maturity, provided all of the Bonds at the time Outstanding
are called for payment and funds are available to pay the
same according to their terms. Moneys in the Debt Service
Reserve Account shall be used to pay and retire the last
Outstanding Bonds unless such Bonds and all interest
thereon are otherwise paid. Any amounts in the Debt
Service Reserve Account in excess of the Debt Service
Reserve Requirement shall be transferred (i) during the
period of construction of the extensions and improvements
to the System, to the Project Fund, and (ii) after such
construction period, to the Debt Service Account.
If at any time the moneys in the Revenue Fund shall be
insufficient to make in full the payments and credits at
the time required to be made to the Debt Service Reserve
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Account and to the debt service reserve accounts
established to protect the payment of any Parity Bonds, the
available moneys in the Revenue Fund shall be divided among
such debt service reserve accounts in proportion to the
respective principal amounts of said series of bonds at the
time outstanding which are payable from the moneys in such
debt service reserve accounts.
(d) Depreciation and Replacement Account. After all
payments and credits required at the time to be made under
the provisions of paragraphs (a), (b) and (c) of this
Section have been made, beginning on February 1, 1993,
there shall next be paid and credited to the Depreciation
and Replacement Account, the sum of $1,500 each month until
said Account shall aggregate the sum of $59,000 so long as
any of the Bonds remain Outstanding. Except as hereinafter
provided in Section 709, moneys in the Depreciation and
Replacement Account shall be expended and used by the City,
if no other funds are available therefor, solely for the
purpose of making emergency replacements and repairs in and
to the System as may be necessary to keep the System in
good repair and working order and to assure the continued
effective and efficient operation thereof. No moneys in
said Account shall be used for the purpose of extending,
improving or enlarging the System. After the Depreciation
and Replacement Account aggregates the sum of $54,000, no
further payments into said Account shall be required, but
if the City shall ever be required to expend and use a part
of the moneys in said Account for its authorized purposes
and such expenditure shall reduce the amount of said
Account below the sum of $54,000, then the City shall
resume and continue said monthly payments into said Account
until said Account shall again aggregate the sum of $59,000.
(e) Surplus Account. After all payments and credits
required at the time to be made under the provisions of
paragraphs (a), (b), (c) and (d) of this Section have been
made, all moneys remaining in the Revenue Fund shall be
paid and credited to the Surplus Account. Moneys in the
Surplus Account may be expended and used for the following
purposes as determined by the governing body of the City:
(1) Paying the cost of the operation,
maintenance and repair of the System to the extent
that may be necessary after the application of the
moneys held in the Operation and Maintenance Account
under the provisions of paragraph (a) of this Section;
(2) Paying the cost of extending, enlarging or
improving the System;
(3) Preventing default in, anticipating payments
into or increasing the amounts in the Debt Service
Account, the Debt Service Reserve Account or the
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Depreciation and Replacement
paragraphs (b), (c) and (d)
one of them, or establishing
of any debt service account
account created by the City
Parity Bonds; or
Account
of this
or incre
or debt
for the
referred to in
Section, or any
asing the amount
service reserve
payment of any
(4) Calling, redeeming and paying prior to
maturity, or, at the option of the City, purchasing in
the open market at the best price obtainable not
exceeding the call price (if any bonds are callable),
the Bonds or any Parity Bonds, including principal,
interest and redemption premium, if any.
So long as any of the Bonds remain Outstanding, no moneys
derived from the operation of the System shall be diverted to
the general governmental or municipal functions of the City.
Section 703. Deficiency of Payments into Funds and
Accounts. If at any time the revenues derived by the City from
the operation of the System shall be insufficient to make any
payment on the date or dates hereinbefore specified, the City
will make good the amount of such deficiency by making
additional payments or credits out of the first available
revenues thereafter received by the City from the operation of
the System, such payments and credits being made and applied in
the order hereinbefore specified in Section 702 of this
Ordinance.
If at any time the moneys in the Debt Service Account and
in the Debt Service Reserve Account are not sufficient to pay
the principal of and interest on the Bonds as and when the same
become due, then moneys in the Surplus Account and the
Depreciation and Replacement Account may and shall be used by
the City, in that order, to prevent any default in the payment
of the principal of and interest on the Bonds.
Section 704. Transfer of Funds to Paying Agent. The
Treasurer of the City is hereby authorized and directed to
withdraw from the Debt Service Account, and, to the extent
necessary to prevent a default in the payment of either
principal of or interest on the Honds, from the Debt Service
Reserve Account, the Surplus Account and the Depreciation and
Replacement Account as provided in Sections 702 and 703 hereof,
sums sufficient to pay the principal of and interest on the
Honds as and when the same become due, and to forward such sums
to the Paying Agent in a manner which ensures the Paying Agent
will have available funds in such amounts on or before the
business day immediately preceding the dates when such
principal and interest will become due. If, through lapse of
time, or otherwise, the Owners of Bonds shall no longer be
entitled to enforce payment of their obligations, it shall be
the duty of the Paying Agent forthwith to return said funds to
the City. All moneys deposited with the Paying Agent shall be
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deemed to be deposited in accordance with and subject to all of
the provisions contained in this Ordinance.
ARTICLE VIII
DEPOSIT AND INVESTMENT OF MONEYS
Section 801. Deposits of Moneys. Moneys in each of the
funds and accounts created by and referred to in this Ordinance
shall be deposited in a bank or banks located in the State of
Missouri which are members of the Federal Deposit Insurance
Corporation, and all such bank deposits shall be continuously
and adequately secured by the banks holding such deposits as
provided by the laws of the State of Missouri.
Section 802. Investment of Moneys. Moneys held in any
fund or account referred to in this Ordinance may be invested
in Permitted Investments; provided, however, that no such
investment shall be made for a period extending longer than the
date when the moneys invested may be needed for the purpose for
which such fund or account was created. All earnings on any
investments held in any fund or account shall accrue to and
become a part of such fund or account; provided that, during
the period of construction of the extensions and improvements
to the System, all earnings on the investment of such funds and
accounts shall be credited to the Project Fund. In determining
the amount held in any fund or account under any of the
provisions of this Ordinance, obligations shall be valued at
the lower of the cost or the market value thereof; provided,
however, that investments held in the Debt Service Reserve
Account shall be valued at cost only. If and when the amount
held in any fund or account shall be in excess of the amount
required by the provisions of this Ordinance, the City shall
direct that such excess be paid and credited to the Debt
Service Account; provided that, during the period of
construction of the extensions and improvements to the System,
such excess shall be paid and credited to the Project Fund.
ARTICLE IX
PARTICULAR COVENANTS OF THE CITY
The City covenants and agrees with each of the Owners of
any of the Bonds that so long as any of the Bonds remain
Outstanding and unpaid, it will comply with each of the
following covenants:
Section 901. Efficient and Economical Operation. The City
will continuously own and will operate the System as a revenue
producing facility in an efficient and economical manner and
will keep and maintain the same in good repair and working•
order.
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Section 902. Rate Covenant. The City will fix, establish,
maintain and collect such rates and charges for the use and
services furnished by or through the System as will produce
revenues sufficient to (a) pay the costs of the operation and
maintenance of the System; (b) pay the principal of and
interest on the Bonds as and when the same become due; (c)
enable the City to have in each fiscal year Net Revenues
Available for Debt Service not less than 125% of the amount
required to be paid in such fiscal year on account of both
principal of and interest on all System Revenue Bonds at the
time outstanding; and (d) provide reasonable and adequate
reserves for the payment of the Bonds and the interest thereon
and for the protection and benefit of the System as provided in
this Ordinance. The City will require the prompt payment of
accounts for service rendered by or through the System and will
promptly take whatever action is legally permissible to enforce
and collect delinquent charges. If in any fiscal year Net
Revenues Available for Debt Service and other funds shall be an
amount less than as hereinbefore provided, the City will
immediately employ a Consultant to make recommendations with
respect to such rates and charges. A copy of the Consultant's
report and recommendations shall be filed with the City Clerk
and with the Original Purchaser of the Bonds and shall be
furnished to any Owner of the Bonds requesting a copy of the
same. The City shall, to the extent feasible, follow the
recommendations of the Consultant.
Section 903. Reasonable Charges for all Services. None of
the facilities or services provided by the System will be
furnished to any user (excepting tYie City itself) without a
reasonable charge being made therefor. In the event that the
revenues derived from the System shall at any time be
insufficient to pay the reasonable expenses of operation and
maintenance of the System and also to pay all interest on and
principal of the Bonds as and when the same become due, then
the City will thereafter pay into the Revenue Fund a fair and
reasonable payment in accordance with effective applicable
rates and charges for all services or other facilities
furnished to the City or any of its departments by the System,
and such payments will continue so long as the same may be
necessary in order to prevent or reduce the amount of any
default in the payment of the interest on or principal of the
Bonds.
Section 904. Restrictions on Mortgage or Sale of System.
The City will not mortgage, pledge or otherwise encumber the
System or any part thereof, nor will it sell, lease or
otherwise dispose of the System or any material part thereof;
provided, however, the City may (a) sell at fair market value
any portion of the System which shall have been replaced by
other similar property of at least equal value, or which shall
cease to be necessary for the efficient operation of the
System, and in the event of sale, the City will apply the
proceeds to either (1) redemption of Outstanding Bonds in
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accordance with the provisions governing repayment of Bonds in
advance of maturity, or (2) replacement of the property so
disposed of by other property the revenues of which shall be
incorporated into the System as hereinbefore provided, (b)
cease to operate, abandon or otherwise dispose of any property
which has become obsolete, nonproductive or otherwise unusable
to the advantage of the City, or (c) sell, lease or convey all
or substantially all of the System to another entity or enter
into a management contract with another entity if:
(1) The transferee entity shall be a political
subdivision organized and existing under the laws of the
State of Missouri, or instrumentality thereof, or an
organization described in Section 501(c)(3) of the Code,
and shall expressly assume in writing the due and punctual
payment of the principal of and premium, if any, and
interest on all Outstanding System Revenue Bonds according
to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this
Ordinance;
(2) If there remains unpaid any System Revenue Bond
which bears interest that is not includable in gross income
under the Code, the City shall have received an opinion of
Bond Counsel, in form and substance satisfactory to the
City, to the effect that under then existing law the
consummation of such sale, lease or conveyance, whether or
not contemplated on any date of the delivery of such System
Revenue Bond, would not cause the interest payable on such
System Revenue Bond to become includable in gross income
under the Code;
(3) The City shall have received a certificate of the
Consultant which demonstrates and certifies that
immediately upon such sale or conveyance the transferee
entity will not, as a result thereof, be in default in the
performance or observance of any convenant or agreement to
be performed or observed by it under this Ordinance;
(4) Such transferee entity shall possess such
licenses to operate the System as may be required if it is
to operate the System; and
(5) The City shall receive an opinion of Bond
Counsel, in form and substance satisfactory to the City, as
conclusive evidence that any such sale, lease or
conveyance, and any such assumption, is permitted by law
and complies with the provisions of this Section.
Section 905. Insurance. The City will carry and maintain
a reasonable amount of fire and extended coverage insurance
upon all of the properties forming a part of the System insofar
as the same are of an insurable nature, such insurance to be of
the' character and coverage and in an amount as would normally
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be carried by a private corporation engaged in a similar type
of business. In the event of loss or damage, the City, with
reasonable dispatch, will use the proceeds of such insurance in
reconstructing and replacing the property damaged or destroyed,
or, if such reconstruction or replacement be unnecessary, then
the City will pay and deposit the proceeds of such insurance
into the Revenue Fund. The City in operating the System will
carry and maintain public liability and workers' compensation
insurance in such amounts as would normally be maintained by a
private corporation engaged in a similar type of business, and
the proceeds derived from such insurance shall be used in
paying the claims on account of which such proceeds were
received. The cost of all insurance obtained pursuant to the
requirements of this subsection shall be paid as a Current
Expense out of the revenues of the System.
Section 906. Books, Records and Accounts. The City will
install and maintain proper books, records and accounts
(entirely separate from all other records and accounts of the
City) in which complete and correct entries will be made of all
dealings and transactions of or in relation to the System of
the City. Such accounts shall show the amount of revenues
received from the System, the application of such revenues, and
all financial transactions in connection therewith. Said books
shall be kept by the City according to standard accounting
practices as applicable to the operation of facilities
comparable to the System.
Section 907. Annual Budget. Prior to the commencement of
each fiscal year, the City will cause to be prepared and filed
with the City Clerk a budget setting forth the estimated
receipts and expenditures of the System for the next succeeding
fiscal year. The City Clerk, promptly upon the filing of said
budget in the City Clerk's office, will mail a copy of said
budget to the Original Purchaser of the Bonds. Said annual
budget shall be prepared in accordance with the requirements of
the laws of Missouri and shall contain all information as shall
be required by such laws.
Section 908. Annual Audit. Annually, promptly after the
end of the fiscal year, the City will cause an audit to be made
of the System for the preceding fiscal year by a certified
public accountant or firm of certified public accountants to be
employed for that purpose and paid from the revenues of the
System. Said annual audit shall cover in reasonable detail the
operation of the System during such fiscal year.
Within 30 days after the completion of each such audit, a
copy thereof shall be filed in the office of the City Clerk,
and a duplicate copy of said audit shall be mailed to the
Original Purchaser of the Bonds. Such audits shall at all
times during the usual business hours be open to the
examination and inspection by any taxpayer, any user of the
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services of the System, any Owner of any of the Bonds, or by
anyone acting for or on behalf of such taxpayer, user or Owner.
As soon as possible after the completion of such annual
audit, the governing body of the City shall review such audit,
and if any audit shall disclose that proper provision has not
been made for all of the requirements of this Ordinance and the
laws under which the Bonds are issued, the City covenants and
agrees that it will promptly cure such deficiency and will
promptly proceed to increase the rates and charges to be
charged for the use and services furnished by the System as may
be necessary to adequately provide for such requirements.
Section 909. Consultant's Report. At least once every
five years, the City will cause the Consultant to make an
examination of and report on the condition and operations of
the System, such report to include recommendations as to any
changes in such operations deemed desirable. Each such report
shall also make reference to any unusual or extraordinary items
of maintenance and repair and any extensions or improvements
that may be needed in the ensuing five-year period. A copy of
each such report shall be filed in the office of the City Clerk
and, upon written request, sent to the Original Purchaser of
the Bonds or any Bondowner.
Section 910. Bondowners' Right of Inspection. The Owner
or Owners of any of the Bonds shall have the right at all
reasonable times to inspect the System and all records,
accounts and data relating thereto, and any such Owner shall be
furnished all such information concerning the System and the
operation thereof which such Owner may reasonably request.
Section 911. Administrative Personnel. The City shall use
its best efforts to employ at all times experienced and well
qualified administrative personnel in sufficient numbers to
insure that the System will be operated in a prudent and
efficient manner.
Section 912. Rules and Regulations. The City will
establish and maintain such rules and regulations for the use
of the System as may be necessary to assure maximum use thereof.
Section 913. Performance of Duties. The City will
faithfully and punctually perform all duties and obligations
with respect to the operation of the System, including all
extensions and improvements thereto, now or hereafter imposed
upon the City by -the Constitution and laws of the State of
Missouri and by the provisions of this Ordinance.
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ARTICLE X
ADDITIONAL BONDS
Section 1001. Prior Lien Bonds. The City covenants and
agrees that so long as any of the Bonds remain Outstanding, the
City will not issue any Parity Bonds or other debt obligations
payable out of the revenues of the System or any part thereof
which are superior to the Bonds.
Section 1002. Parity Lien Bonds. The City covenants and
agrees that so long as any of the Bonds remain Outstanding, the
City will not issue any additional bonds or other long-term
obligations payable out of the net income and revenues of the
System or any part thereof which stand on a parity or equality
with the Bonds ("Parity Bonds") unless the following conditions
are met:
(a) The City shall not be in default in the payment
of principal of or interest on any Bonds or the Parity
Bonds or in making any payment at the time required to be
made into the respective funds and accounts created by and
referred to in this Ordinance or any Parity Ordinance; and
(b) The City shall obtain a certificate of a
Consultant showing either of the following:
(1) The annual Net Revenues Available for Debt
Service derived by the City from the operation of the
System, for the fiscal year immediately preceding the
issuance of additional bonds shall have been equal to
at least 125% of the average amount required to be
paid out of said revenues in any succeeding fiscal
year on account of both principal (at maturity or upon
mandatory redemption) and interest becoming due with
respect to all System Revenue Bonds of the City,
including the additional bonds proposed to be issued.
In determining the Net Revenues Available for Debt
Service for the purpose of this subsection, the
Consultant may adjust said Net Revenues Available for
Debt Service by adding thereto, in the event the City
shall have made any increase in rates for the use and
services of the System and such increase shall not
have been in effect during all of the fiscal year
immediately preceding the issuance of additional
bonds, the amount, as estimated by the Consultant, of
the additional Net Revenues Available for Debt Service
which would have resulted from the operation of the
System during said preceding fiscal year had such rate
increase been in effect for the entire period.
(2) The annual Net Revenues Available for Debt
Service projected to be derived by the City from the
operation of the System for the fiscal year
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immediately following the fiscal year in which the
improvements to the System, the cost of which is being
financed by such additional bonds, are to be in
commercial operation, shall be equal to at least 125%
of the average amount required to be paid out of said
revenues in any succeeding fiscal year following such
commercial operation on account of both principal (at
maturity or upon mandatory redemption) and interest
becoming due with respect to all System Revenue Bonds
of the City, including the additional bonds proposed
to be issued. In determining the projected Net
Revenues Available for Debt Service for the purpose of
this subsection, the Consultant may adjust said net
revenues by adding thereto any estimated increase in
Net Revenues Available for Debt Service resulting from
any increase in rates for the use and services of the
System which, in the opinion of the Consultant, are
economically feasible, and reasonably considered
necessary based on projected operations of the System.
Additional revenue bonds of the City issued under the
conditions set forth in this Section shall stand on a parity
with the Bonds and shall enjoy complete equality or lien on and
claim against the net revenues of the System with the Bonds,
and the City may make equal provision for paying said bonds and
the interest thereon out of the Revenue Fund and may likewise
provide for the creation of reasonable debt service accounts
and debt service reserve accounts for the payment of such
additional bonds and the interest thereon out of moneys in the
Revenue Fund.
Section 1003. Junior Lien Bonds. Nothing in this Section
contained shall prohibit or restrict the right of the City to
issue additional revenue bonds or other revenue obligations and
to provide that the principal of and interest on said revenue
bonds or obligations shall be payable out of the revenues of
the System, provided at the time of the issuance of such
additional revenue bonds or obligations the City shall not be
in default in the performance of any covenant or agreement
contained in this Ordinance, and provided further that such
additional revenue bonds or obligations shall be junior and
subordinate to the Bonds so that if at any time the City shall
be in default in paying either interest on or principal of the
Bonds, or if the City shall be in default in making any
payments required to be made by it under the provisions of
paragraphs (a), (b) and (c) of Section 702 of this Ordinance,
the City shall make no payments of either principal of or
interest on said junior and subordinate revenue bonds or
obligations until said default or defaults be cured. In the
event of the issuance of any such junior and subordinate
revenue bonds or obligations, the City, subject to the
provisions aforesaid, may make provision for paying the
principal of and interest on said revenue bonds or obligations
out of moneys in the Revenue Fund.
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Section 1004. Refunding Bonds. The City shall have the
right, if it shall find it desirable, without complying with
the provisions of Section 1002 hereof to refund any of the
Bonds under the provisions of any law then available, and the
refunding bonds so issued shall enjoy complete equality of
pledge with any of the Bonds which are not refunded, if any,
upon the revenues of the System; provided, however, that if
only a portion of the Bonds are refunded and if said Bonds are
refunded in such manner that the refunding bonds bear a higher
average rate of interest or become due on a date earlier than
that of the Bonds which are refunded, then said Bonds may be
refunded without complying with the provisions of Section 1002
hereof only by and with the written consent of the Owners of a
majority in principal amount of the Bonds not refunded.
ARTICLE XI
DEFAULT AND REMEDIES
Section 1101. Acceleration of Maturity in Event of
Default. The City covenants and agrees that if it shall
default in the payment of the principal of or interest on any
of the Bonds as the same shall become due, or if the City or
its governing body or any of the officers, agents or employees
thereof shall fail or refuse to comply with any of the
provisions of this Ordinance or of the Constitution or statutes
of the State of Missouri, and such default shall continue for a
period of 60 days after written notice specifying such default
shall have been given to the City by the Owner of any Bond then
Outstanding, then, at any time thereafter and while such
default shall continue, the Owners of 25% in principal amount
of the Bonds then Outstanding may, by written notice to the
City filed in the office of the City Clerk or delivered in
person to said City Clerk, declare the principal of all Bonds
then Outstanding to be due and payable immediately, and upon
any such declaration given as aforesaid, all of said Bonds
shall become and be immediately due and payable, anything in
this Ordinance or in the Bonds contained to the contrary
notwithstanding. This provision, however, is subject to the
condition that if at any time after the principal of said
Outstanding Bonds shall have been so declared to be due and
payable, all arrears of interest upon all of said Bonds, except
interest accrued but not yet due on such Bonds, and all arrears
of principal upon all of said Bonds shall have been paid in
full and all other defaults, if any, by the City under the
provisions of this Ordinance and under the provisions of the
statutes of the State of Missouri shall have been cured, then
and in every such case the Owners of a majority in principal
amount of the Bonds then Outstanding, by written notice to the
City given as hereinbefore specified, may rescind and annul
such declaration and its consequences, but no such rescission
or annulment shall extend to or affect any subsequent default
or impair any rights consequent thereon.
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Section 1102. Default Remedies.
Ordinance, including the covenants
contained, shall constitute a contract
Owners of the Bonds, and the Owner or
10% in principal amount of the Bonds
shall have the right for the equal be
all Owners of Bonds similarly situated:
The provisions of this
and agreements herein
between the City and the
Owners of not less than
at the time Outstanding
:nefit and protection of
(a) by mandamus or other suit, action or proceedings
at law or in equity to enforce the rights of such Owner or
Owners against the City and its officers, agents and
employees, and to require and compel duties and obligations
required by the provisions of this Ordinance or by the
constitution and laws of the State of Missouri;
(b) by suit, action or other proceedings in equity or
at law to require the City, its officers, agents and
employees to account as if they were the trustees of an
express trust; and
(c) by suit, action or other proceedings in equity or
at law to enjoin any acts or things which may be unlawful
or in violation of the rights of the Owners of the Bonds.
Section 1103. Limitation on Rights of Bondowners. No one
or more Bondowners secured hereby shall have any right in any
manner whatever by his or their action to affect, disturb or
prejudice the security granted and provided for herein, or to
enforce any right hereunder, except in the manner herein
provided, and all proceedings at law or in equity shall be
instituted, had and maintained for the equal benefit of all
Owners of such Outstanding Honds.
Section 1104. Remedies Cumulative. No remedy conferred
herein upon the Bondowners is intended to be exclusive of any
other remedy, but each such remedy shall be cumulative and in
addition to every other remedy end may be exercised without
exhausting and without regard t any other remedy conferred
herein. No waiver of any default or breach of duty or contract
by the Owner of any Bond shall extend to or affect any
subsequent default or breach of duty or contract or shall
impair any rights or remedies thereon. No delay or omission of
any Bondowner to exercise any right or power accruing upon any
default shall impair any such right or power or shall be
construed to be a waiver of any such default or acquiescence
therein. Every substantive right and every remedy conferred
upon the Owners of-the Bonds by this Ordinance may be enforced
and exercised from time to time and as often as may be deemed
expedient. In case any suit, action or proceedings taken by
any Bondowner on account of any default or to enforce any right
or exercise any remedy shall have been discontinued or
abandoned for any reason, or shall have been determined
adversely to such Bondowner, then, and in every such case, the
City and the Owners of the Bonds shall be restored to their
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former positions and rights hereunder, respectively, and all
rights, remedies, powers and duties of the Bondowners shall
continue as if no such suit, action or other proceedings had
been brought or taken.
Section 1105. No Obligation to Levy Taxes. Nothing
contained in this Ordinance shall be construed as imposing on
the City any duty or obligation to levy any taxes either to
meet any obligation incurred herein or to pay the principal of
or interest on the Bonds.
ARTICLE XII
DEFEASANCE
Section 1201. Defeasance. When all of the Bonds shall
have been paid and discharged, then the requirements contained
in this Ordinance and the pledge of revenues made hereunder and
all other rights granted hereby shall terminate. Bonds shall
be deemed to have been paid and discharged within the meaning
of this Ordinance if there shall have been deposited with the
Paying Agent, or other commercial bank or trust company located
in the State of Missouri and having full trust powers, at or
prior to the Stated Maturity or Redemption Date of said Bonds,
in trust for and irrevocably appropriated thereto, moneys
and/or Defeasance Obligations which, together with the interest
to be earned on any such Defeasance Obligations, will be
sufficient for the payment of the principal of said Bonds, the
redemption premium thereon, if any, and interest to accrue to
the Maturity or Redemption Date, as the case may be, or if
default in such payment shall have occurred on such date, then
to the date of the tender of such payments; provided, however,
that if any such Bonds shall be redeemed prior to the maturity
thereof, (1) the City shall have elected to redeem such Bonds,
and (2) either notice of such redemption shall have been given,
or the City shall have given irrevocable instructions to the
Paying Agent to redeem such Bonds. Any moneys and Defeasance
Obligations which at any time shall be deposited with the
Paying Agent or other commercial bank or trust company by or on
behalf of the City, for the purpose of paying and discharging
any of the Bonds, shall be and are hereby assigned, transferred
and set over to the Paying Agent or other bank or trust company
in trust for the respective Owners of the Bonds, and such
moneys shall be and are hereby irrevocably appropriated to the
payment and discharge hereof. All moneys and Defeasance
Obligations deposited with the Paying Agent or other bank or
trust company shall be deemed to be deposited in accordance
with and subject to all of the provisions contained in this
Ordinance.
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ARTICLE XIII
AMENDMENTS
Section 1301. Amendments. The rights and duties of the
City and the Bondowners, and the terms and provisions of the
Bonds or of this Ordinance, may be amended or modified at any
time in any respect by ordinance of the City with the written
amountt of the OBonds then tOutstandinga such lconsenprltolpbe
evidenced by an instrument or instruments executed by such
Owners and duly acknowledged or proved in the manner of a deed
to be recorded, and such instrument or instruments shall be
filed with the City Clerk, but no such modification or
alteration shall:
(a) extend the maturity of any payment of principal
or interest due upon any Bond;
(b) effect a reduction in the amount which the City
is required to pay by way of principal of or interest on
any Bond;
(c) permit the creation of a lien on the revenues of
the System prior or equal to the lien of the Bonds or
Parity Bonds;
(d) permit preference or priority of any Bonds over
any other Bonds; or
(e) reduce the percentage in principal amount of
Bonds required for the written consent to any modification
or alteration of the provisions of this Ordinance.
Any provision of the Bonds or of this Ordinance may,
however, be amended or modified by ordinance duly adopted by
the w~ ittenn9 onsent oft the rOwners aof alle ofn the BondseCat wthe
time Outstanding.
Without the consent of Bondowners, the City may amend or
supplement the Ordinance for the purpose of curing any formal
defect, omission, inconsistency or ambiguity therein or in
connection with any other change therein which is not
materially adverse to the Bondowners.
Any and all modifications made in the manner hereinabove
provided shall not become effectof ethetlordinance aof bet he fCita
with the City Clerk a copy
hereinabove provided for, duly certified, as well as proof of
any required consent to such modification by the Owners of the
Bonds then Outstanding. It shallreferencentoesuchyamendment or
any of the Outstanding Bonds any
modification.
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ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Notices, Consents and Other Instrumenr va~
Bondowners. Any notice, consent, request, direction, app
objection or other instrument required by this Ordinance to be
signed and executed by the Bondowners may be in any number of
concurrent writings of similar tenor and -nay be so gnted in
executed by such Bondowners in person or by agent app
writing. Proof of the execution of any such instrument or of
the writing appointing any such agent and of the ownership of
Bonds, if made in the following manner, shall be sufficient for
any of the purposes of this Ordinance, and shall be conclusive
in favor of the City and the Paying Agent with regard to any
action taken, suffered or omitted under any such instrument,
namely:
(a) The fact and date of the execution by any person
of any such instrument may be proved by a certificate of
any officer in any jurisdiction who by law has power to
take acknowledgments within such jurisdiction that the
person signing such instrument acknowledged before such
officer the execution thereof, or by affidavit of any
witness to such execution.
(b) The fact of ownership of Bonds, the amount or
amounts, numbers and other identification of Bonds, and the
date of holding the same shall be proved by the
registration books of the City maintained by the Paying
Agent.
In determining whether the Owners of the requisite
principal amount of Bonds Outstanding have given any request,
demand, authorization, direction, notice, consent or waiver
under this Ordinance, Bonds owned by the City shall be
disregarded and deemed not to be Outstanding under this
Ordinance, except that, in determining whether the Bondowners
shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds
which the Bondowners know to be so owned shall be so
disregarded. Notwithstanding the foregoing, Bonds so owned
which have been pledged in good faith shall not be disregarded
as aforesaid if the pledgee establishes to the satisfaction of
the Bondowners the pledgee's right so to act with respect to
such Bonds and that the pledgee is not the City.
Section 1902. Tax Covenants.
(a) The City covenants and agrees that (1) it will comply
with all applicable provisions of the Code, including Sections
103 and 141 through 150, necessary to maintain the exclusion
from gross income for federait willmnottuse orrpermit the use
interest on the Bonds and (2)
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of any proceeds of Bonds or any other funds of the City nor
take or permit any other action, or fail to take any action, if
any such action or failure to take action would adversely
affect the exclusion from gross income of the interest on the
Bonds. The City will, in addition, adopt such other ordinances
or resolutions and take such other actions as may be necessary
to comply with the Code and with all other applicable future
laws, regulations, published rulings and judicial decisions, in
order to ensure that the interest on the Bonds will remain
excluded from federal gross income, to the extent any such
actions can be taken by the City.
(b) The City covenants and agrees that (1) it will comply
with all requirements of Section 148 of the Code to the extent
applicable to the Bonds, (2) it will use the proceeds of the
Bonds as soon as practicable and with all reasonable dispatch
for the purposes for which the Bonds are issued, and (3) it
will not invest or directly or indirectly use or permit the use
of any proceeds of the Bonds or any other funds of the City in
any manner, or take or omit to take any action, that would
cause the Bonds to be "arbitrage bonds" within the meaning of
Section 148(a) of the Code.
(c) The City covenants and agrees that it will pay or
provide for the payment from time to time of all amounts
required to be rebated to the United States pursuant to Section
148(f) of the Code and any Treasury Regulations applicable to
the Bonds from time to time. This covenant shall survive
payment in full or defeasance of the Bonds. The City
specifically covenants to pay or cause to be paid to the United
States, the required amounts of rebatable arbitrage at the
times and in the amounts as determined by the Arbitrage
Instructions. Notwithstanding anything to the contrary
contained herein, the Arbitrage Instructions may be amended or
replaced if, in the opinion of counsel nationally recognized on
the subject of municipal bonds, such amendment or replacement
will not adversely affect the exclusion from gross income for
federal income tax purposes of interest on the Bonds.
(d) The City makes the following representations in
connection with the exception for small governmental units from
the arbitrage rebate requirements under Section 148(f)(4)(C) of
the Code:
(1) the City is a governmental unit under Missouri
law with general taxing powers;
(2) none of the Bonds is a private activity bond as
defined in Section 141 of the Code;
(3) 95 percent or more of the net proceeds of the
Bonds are to be used for local governmental activities of
the City;
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(4) the aggregate face amount of all tax-exempt bonds
(other than private activity bonds) issued by the City (and
all subordinate entities thereof) during the calendar year
1992 is not reasonably expected to exceed $5,000,000; and
(5) the City (including all subordinate entities
thereof) will not issue in excess of $5,000,000 of
tax-exempt bonds (including the Honds but excluding private
activity bonds) during the calendar year 1992 without first
obtaining an opinion of nationally recognized counsel in
the area of municipal finance that the excludability of the
interest on the Bonds from gross income for federal tax
purposes will not be adversely affected thereby.
(e) The City hereby designates the Honds as "qualified
tax-exempt obligations as defined in Section 265(b)(3) of the
Code. In addition, the City hereby represents that:
(1) the aggregate face amount of all tax-exempt
obligations (other than private activity bonds which are
~.
not qualified 501(c)(3) bonds") which will be issued by
the City (and all subordinate entities thereof) during
calendar year 1992 is not reasonably expected to exceed
$10,000,000; and
(2) the City (including all subordinate entities
thereof) will not issue an aggregate principal amount of
obligations designated by the City to be "qualified
tax-exempt obligations" during calendar year 1992,
including the Bonds, in excess of $10,000,000, without
first obtaining an opinion of nationally recognized counsel
in the area of municipal finance that the designation of
the Bonds as "qualified tax-exempt obligations" will not be
adversely affected.
The Mayor is hereby authorized to take such other action as may
be necessary to make effective the designation in this
subsection (e).
(f) The foregoing covenants shall remain in full force and
effect notwithstanding the defeasance of the Bonds pursuant to
Section 1201 of this Ordinance or any other provision of this
Ordinance, until the final maturity date of all Bonds
Outstanding.
Section 1403. Further Authority. The officers of the
City, including the Mayor and City Clerk, shall be, and they
hereby are, authorized and directed to execute all documents
and take such actions as they may deem necessary or advisable
in order to carry out and perform the purposes of this
Ordinance and to make ministerial alterations, changes or
additions in the foregoing agreements, statements, instruments
and other documents herein approved, authorized and confirmed
which they may approve and the execution or taking of such
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action shall be conclusive evidence of such necessity or
advisability.
Section 1404. Severability. If any section or other part
of this Ordinance, whether large or small, shall for any reason
be held invalid, the invalidity thereof shall not affect the
validity of the other provisions of this Ordinance.
Section 1405. Governing Law. This Ordinance shall be
governed exclusively by and constructed in accordance with the
applicable laws of the State.
Section 1406. Effective Date. This Ordinance shall take
effect and be in full force from and after its passage by the
Board of Aldermen and approval by the Mayor.
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PASSED by the Board of Aldermen of th City of R~ve side,
Missouri, and approved by the Mayor this ~c, day of L~~~~.
1992.
(Seal)
_~
__ ~ ~LC~
Mayor
Amm ST:
.tiCLl~J ~'j
., ty Clerk
APPROVED by the Mayor this h`~ day of .~/~. 1992.
(Seal)
ATTEST : ~
s...L-~_s~~ ~ <
Ci _y Clerk
Mayor
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