Loading...
HomeMy WebLinkAbout1506 Levee District Improvement Refunding Bonds Series 2017 $14,020,000 BILL NO. 2017-004 ORDINANCE NO. IYO1 AN ORDINANCE APPROVING THE CONTINUING DISCLOSURE UNDERTAKING IN CONNECTION WITH THE ISSUANCE OF NOT TO EXCEED $14,020,000 PRINCIPAL AMOUNT OF LEVEE DISTRICT IMPROVEMENT REFUNDING BONDS (L-385 PROJECT), SERIES 2017, OF THE RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI. WHEREAS, the Riverside-Quindaro Bend Levee District of Platte County, Missouri (the "District") has heretofore issued $22,100,000 original principal amount of Levee District Improvement Bonds, Series 2001 (the "Series 2001 District Bonds"), to finance a portion of the costs of a levee project described in the District's Plan of Reclamation filed in the Circuit Court of Platte County, Missouri, as amended and supplemented; and WHEREAS, the Series 2001 District Bonds were purchased with the proceeds of the Missouri Development Finance Board's Infrastructure Facilities Revenue Bonds (Riverside- Quindaro Bend Levee District of Platte County, Missouri L-385 Project), Series 2001 (the "Series 2001 Board Bonds" and together with the Series 2001 District Bonds, the "Series 2001 Bonds"); and WHEREAS, the District issued its Levee District Improvement Refunding Bonds (L-385 Project), Series 2006, in the original principal amount of$20,100,000, which remain outstanding in the principal amount of$14,020,000 (the "Refunded Bonds"), for the purpose of refunding the Series 2001 Bonds; and WHEREAS, the District desires to issue not to exceed $14,020,000 principal amount of Levee District Improvement Refunding Bonds (L-385 Project), Series 2017 (the "Series 2017 Bonds")for the purpose of refunding all of the outstanding Refunded Bonds; and WHEREAS, in connection with the issuance of the Series 2017 Bonds, the City has agreed to execute and deliver a Continuing Disclosure Undertaking (the "CDU"); and WHEREAS, the City is entering into the CDU for the benefit of the Beneficial Owners of the Series 2017 Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission and the City is an "obligated person" with responsibility for continuing disclosure; and WHEREAS, the Board of Aldermen hereby determines that it is in the best interest of the City to enter into the CDU. NOW,THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Definitions. Any capitalized term used in this Ordinance unless otherwise defined herein shall have the definition described in the CDU. Section 2. Authorization of the Continuing Disclosure Undertaking. The City is hereby authorized to enter into the CDU dated as of the first day of the month the Series 2017 Bonds are issued, in substantially the form presented to and reviewed by the Board of Aldermen of the City (a copy of which, upon execution, will be filed in the office of the City Clerk), with such changes therein as shall be approved by the officers of the City executing the CDU, such officers' signatures thereon being conclusive evidence of their approval thereof. Section 3. Further Authority. The City, and the officers, employees and agents of the City, are hereby authorized and directed to execute such other documents, certificates and instruments and take such actions as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the CDU and the issuance of the Refunded Bonds. Section 4. Effective Date. This Ordinance shall take effect and be in full force from and after its passage and adoption by the Board of Aldermen and approval by the Mayor. BE IT REMEMBERED that the above was read two times by heading only, passed and approved by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this_04day of 2017. Kat en L. Rose, Mayo A7- Rob!A7- Rob!A Kincaid, Oity Clerk -2- CONTINUING DISCLOSURE UNDERTAKING Dated as of January 1,2017 By the CITY OF RIVERSIDE,MISSOURI RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY,MISSOURI LEVEE DISTRICT IMPROVEMENT REFUNDING BONDS (L-385 PROJECT) SERIES 2017 CONTINUING DISCLOSURE UNDERTAKING This CONTINUING DISCLOSURE UNDERTAKING dated as of January 1, 2017 (this "Continuing Disclosure Undertaking"), is executed and delivered by the CITY OF RIVERSIDE, MISSOURI(the"City"). RECITALS 1. This Continuing Disclosure Undertaking is executed and delivered by the City in connection with the issuance by the Riverside-Quindaro Bend Levee District of Platte County, Missouri (the"District")of$ aggregate principal amount of Levee District Improvement Refunding Bonds (L-385 Project), Series 2017 (the "Bonds"), pursuant to a Bond Trust Indenture dated as of January 1, 2017 (the "Indenture") between the District and UMB Bank, N.A., as Trustee (the "Trustee"). 2. The City is entering into this Continuing Disclosure Undertaking for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The City is an "obligated person"with responsibility for continuing disclosure hereunder. In consideration of the covenants and agreements herein, the City covenants and agrees as follows: Section 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Continuing Disclosure Undertaking unless otherwise defined in this Section,the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report filed by the City pursuant to, and as described in, Section 2 hereof. "Beneficial Owner"means any registered owner of any Bonds and any person which(a)has the power, directly or indirectly,to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "City" means the City of Riverside, Missouri, and its successors and assigns or any body, agency or instrumentality of the State of Missouri succeeding to or charged with the powers, duties and functions of the City. "EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures established and maintained by the MSRB,which can be accessed at www.emma.msrb.org. "Material Events"means any of the events listed in Section 3 hereof. "MSRB" means the Municipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule. "Participating Underwriter" means any of the original underwriter(s) of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. Section 2. Provision of Annual Reports. (a) The City shall, within 7 months following the end of each fiscal year, commencing with the fiscal year ended June 30,2017, provide to the MSRB,through EMMA,the following financial information and operating data(the"Annual Report"): (1) Audited financial statements of the City for the prior fiscal year, prepared in accordance with generally accepted accounting principles. If audited financial statements are not available by the time the Annual Report is required to be filed pursuant to this Section, either (a)the Annual Report shall contain unaudited financial statements in a format similar to the reports contained in the final Official Statement relating to the Bonds, and the audited financial statements shall be filed in the same manner as the Annual Report promptly after they become available, or (b)the City shall promptly send a notice to the MSRB of the failure of the City to include audited financial statements in the Annual Report, which notice shall be given by the City in accordance with Section 3 hereof. (2) Updates as of the end of the Fiscal Year of certain financial information and operating data contained in the final Official Statement as described in Exhibit A, in substantially the same format contained in the final Official Statement. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the City is an "obligated person" (as defined by the Rule), which have been filed with the MSRB and are available through EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB on EMMA. The City shall clearly identify each such other document so included by reference. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Section; ron vided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Material Event under Section 3 hereof. The annual financial and operating data may be satisfied by the filing of the City's comprehensive annual financial report ("CAFR"), provided that the required financial information and operating data contained in the CAFR is in substantially the scope and form as the information provided in the final Official Statement. -2- (b) In addition to the foregoing requirements of this Section, the City agrees to provide copies of the most recent Annual Report to any requesting Beneficial Owner or prospective Beneficial Owner,but only after the same has been filed with the MSRB. Section 3. Reporting of Material Events. Not later than 10 business days after the occurrence of any of the following events,the City shall give, or cause to be given to the MSRB,through EMMA, notice of the occurrence of any of the following events with respect to the Bonds ("Material Events"): (a) bankruptcy, insolvency, receivership or similar event of the City; (b) the consummation of a merger,consolidation,or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (c) the failure of the City to appropriate funds or transfer funds to the Trustee as and to the extent provided in the Cooperation Agreement. If the City has not submitted the Annual Report to the MSRB by the date required in Section 2(a) hereof, the City shall send a notice to the MSRB of the failure of the City to file on a timely basis the Annual Report,which notice shall be given by the City in accordance with this Section 3. Section 4. Termination of Reporting Obligation. The City's obligations under this Continuing Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If the City's obligations under this Continuing Disclosure Undertaking are assumed in full by some other entity, such person shall be responsible for compliance with this Continuing Disclosure Undertaking in the same manner as if it were the City, and the City shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Bonds,the City shall give notice of such termination or substitution in the same manner as for a Material Event under Section 3 hereof. Section 5. Dissemination Agents. The City may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Continuing Disclosure Undertaking, and may discharge any such dissemination agent, with or without appointing a successor dissemination agent. The dissemination agent may resign as dissemination agent hereunder at any time upon 30 days prior written notice to the City. A dissemination agent shall not be responsible in any manner for the content of any notice or report (including without limitation the Annual Report)prepared by the City pursuant to this Continuing Disclosure Undertaking. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Undertaking, the City may amend this Continuing Disclosure Undertaking and any provision of this Continuing Disclosure Undertaking may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the City with its written opinion that the undertaking of the City contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Continuing Disclosure Undertaking. In the event of any amendment or waiver of a provision of this Continuing Disclosure Undertaking, the City shall describe such amendment or waiver in the next Annual Report, and shall -3- include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (a)notice of such change shall be given in the same manner as for a Material Event under Section 3 hereof, and (b) the Annual Report for the year in which the change is made should present a comparison(in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 7. Additional Information. Nothing in this Continuing Disclosure Undertaking shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Continuing Disclosure Undertaking. If the City chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is specifically required by this Continuing Disclosure Undertaking, the City shall have no obligation under this Continuing Disclosure Undertaking to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 8. Default. If the City fails to comply with any provision of this Continuing Disclosure Undertaking,the District, any Participating Underwriter or any Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City to comply with its obligations under this Continuing Disclosure Undertaking. A default under this Continuing Disclosure Undertaking shall not be deemed an event of default under the Indenture or the Bonds, and the sole remedy under this Continuing Disclosure Undertaking in the event of any failure of the City to comply with this Continuing Disclosure Undertaking shall be an action to compel performance. Section 9. Beneficiaries. This Continuing Disclosure Undertaking shall inure solely to the benefit of the City,the Participating Underwriter, and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 10. Severability. If any provision in this Continuing Disclosure Undertaking, the Indenture or the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way he affected or impaired thereby. Section 11. Electronic Transactions. The arrangement described herein may be conducted and related documents may be stored by electronic means. Copies,telecopies, facsimiles, electronic files and other reproductions of original documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 12. Governing Law. This Continuing Disclosure Undertaking shall be governed by and construed in accordance with the laws of the State of Missouri. [Remainder of Page Intentionally Left Blank.] -4- IN WITNESS WHEREOF, the City has caused this Continuing Disclosure Undertaking to be executed as of the day and year first above written. CITY OF RIVERSIDE,MISSOURI !�' ��X Y Title: r -5- EXHIBIT A FINANCIAL INFORMATION AND OPERATING DATA TO BE INCLUDED IN ANNUAL REPORT The financial information and operating data contained in the tables in the following described sections of the final Official Statement. 1. "FINANCIAL INFORMATION CONCERNING THE DISTRICT AND THE CITY—City's Financial Relationship with Argosy Casino' 2. "PROPERTY TAX INFORMATION—Current Assessed Valuation" 3. "PROPERTY TAX INFORMATION—History of Property Valuations" -6-