HomeMy WebLinkAbout1999 - 60 - Series 1999 TIF BondsORDINANCE N0.99-60
OF THE
CITY OF RIVERSIDE, MISSOURI
PASSED AUGUST 17, 1999
$1,400,000
TAX INCREMENT REVENUE BONDS
(L-385 LEVEE PROJECT)
SERIES 1999
ORDINANCE NO. 99-60
INDEX
ARTICLE I
Page
DEFINTI'IONS .............................................................. -3-
Section 101. Definitions of Words and Terms ............................... -3-
ARTICLE II AUTHORIZATION OF BONDS ..................................... -9-
Section 201. Authorization of Bonds ...................................... -9-
Section 202. Description of the Bonds ..................................... -9-
Section 203. Designation of Paying Agent .................................. -9-
Section 204. Method and Place of Payment of Bonds; Defaulted Interest ......... -10-
Section 205. Registration, Transfer and Exchange of Bonds ................... -11-
Section 206. Execution, Authentication and Delivery of Bonds ................ -12-
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds .................... -12-
Section 208. Cancellation and Destruction of Bonds Upon Payment ............. -13-
Section 209. Sale of Bonds ............................................. -13-
Section 210. Preliminary and Final Official Statement ....................... -13-
Section 211. Book-Entry Bonds; Securities Depository ....................... -14-
ARTICLE III REDEMPTION OF BONDS ....................................... -15-
Section 301. Optional Redemption ....................................... -15-
Section 302. Selection of Bonds to Be Redeemed ........................... -17-
Section 303. Notice and Effect of Call for Redemption ....................... -17-
ARTICLE NSECURITY FOR THE BONDS .................................... -19-
Section 401. Security for the Bonds ...................................... -19-
Section 402. Pledge of Certain Funds ..................................... -20-
Section 403. Economic Activity Tax Revenues ............................. -20-
Section 404. Limited Nature of Bonds .................................... -20-
ARTICLE V CREATION AND RATIFICATION OF FUNDS AND ACCOUNTS; DEPOSIT
AND APPLICATION OF BOND PROCEEDS ................................... -21-
Section 501. Creation and Ratification of Funds and Accounts ................. -21-
Section 502. Deposit of Bond Proceeds ................................... -22-
Section 503. Application of Moneys in the Project Fund ...................... -22-
Section 504. Application of Moneys in the Bond Account .................... -22-
ARTICLE VI APPLICATION OF REVENUES ................................... -22-
Section 601. Collection of Incremental Tax Revenues ........................ -22-
Section 602. Application of Moneys in the Special Allocation Fund ............. -22-
Section 603. Transfer of Funds to Paying Agent ............................ -24-
Section 604. Payments Due on Saturdays, Sundays and Holidays ............... -24-
-i-
Pace
Section 605. Nonpresentment of Bonds ................................... -24-
Section 606. Transfer of Funds Upon Payment of Bonds ...................... -24-
Section 607. Application of Moneys in the Rebate Fund ...................... -24-
ARTICLE VII DEPOSIT AND INVESTMENT OF MONEYS ....................... -25-
Section 701. Deposits of Moneys ........................................ -25-
Section 702. Investment of Moneys ...................................... -25-
ARTICLE VIII ADDITIONAL BONDS AND OBLIGATIONS ...................... -25-
Section 801. Senior Lien Bonds ......................................... -25-
Section 802. Parity Lien Bonds and Other Obligations ....................... -25-
Section 803. Junior Lien Bonds and Other Obligations ....................... -26-
Section 804. Refunding Bonds .......................................... -27-
ARTICLE IX DEFAULT AND REMEDIES ..................................... -27-
Section 901. Acceleration of Maturity Upon Default ......................... -27-
Section 902. Remedies ................................................ -27-
Section 903. Limitation on Rights of Bondowners ........................... -28-
Section 904. Remedies Cumulative ...................................... -28-
Section 905. No Obligation to Levy Taxes ................................. -28-
ARTICLE XPAYMENT AND DISCHARGE; DEFEASANCE ...................... -29-
Section 1001. Payment and Discharge .................................... -29-
Section 1002. Defeasance .............................................. -29-
ARTICLE XI MISCELLANEOUS PROVISIONS ................................. -29-
Section 1101. Amendments ............................................ -29-
Section 1102. Continuing Disclosure ..................................... -31-
Section 1103. Tax Covenants . .......................................... -31-
Section 1104. Books, Records and Accounts ............................... -33-
Section 1105. Notices, Consents and Other Instruments by Registered Owners .... -33-
Section 1106. Further Authority ......................................... -34-
Section 1107. Severability ............................................. -34-
Section 1108. Governing Law .......................................... -34-
Section 1109. Effective Date ........................................... -34-
CERTIFICATE ... ......................................................... -36-
EXHIBIT A
FORM OF BONDS ................................................... A-1
ADDITIONAL PROVISIONS ........................................... A-3
ASSIGNMENT ...................................................... A-5
EXHIBIT B BOND PURCHASE AGREEMENT .................................. B-1
-ii-
BII,L NO. 99-60
ORDINANCE NO. 99-60
AN ORDINANCE AUTHORIZING THE ISSUANCE OF TAX INCREMENT
REVENUE BONDS (L-385 LEVEE PROJECT), SERIES 1999, IN THE
PRINCIPAL AMOUNT OF $1,400,000, OF THE CITY OF RNERSIDE,
MISSOURI, FOR THE PURPOSE OF PAYING CERTAIN
REDEVELOPMENT PROJECT COSTS IN CONNECTION WTI'H THE
REDEVELOPMENT PLAN FOR THE L-385 REDEVELOPMENT AREA;
PRESCRIBING THE FORM AND DETAILS OF SAID BONDS;
AUTHORIZING THE EXECUTION AND DELNERY OF VARIOUS
DOCUMENTS; AND PRESCRIBING OTHER MATTERS RELATING
THERETO.
WHEREAS, the City of Riverside, Missouri (the "City") is a fourth-class city and political
subdivision duly created, organized and existing under the Constitution and laws of the State of
Missouri; and
WHEREAS, the Real Property Tax Increment Allocation Redevelopment Act, Sections
99.800 to 99.865 of the Revised Statutes of Missouri, as amended (the "Act"), authorizes
municipalities to undertake redevelopment projects in blighted, conservation or economic
development areas as defined in the Act; and
WHEREAS, the Tax Increment Financing Commission of Riverside, Missouri ("TIF
Commission") was created pursuant to Ordinance No. 95-64, adopted by the Board of Aldermen
of Riverside, Missouri (the "Board") on September 12, 1995; and
WHEREAS, in the area generally known as the Quindaro Bottoms of Riverside, Missouri
(the "Redevelopment Area") there is approximately 1,800 acres of developed and undeveloped
land located on the north bank of the Missouri River along Interstate 635 at Highway 169, (as
legally described in the Redevelopment Plan) which is currently only protected from Missouri
River floods by an agricultural levee which is more than 10 feet below the 100 year flood plain
and as recently as 1993, the entire Redevelopment Area was flooded resulting in extensive
damage to existing businesses and industry; and
WHEREAS, a levee which is a portion of Redevelopment Project I will protect the
western portion of the Redevelopment Area against a 500-year flood ("Quindaro Levee") and a
levee which is a portion of the proposed project will protect the eastern portion of the
Redevelopment Area and the City of Riverside's business district from a 500-year flood
("Riverside Levee") (the Quindaro Levee and the Riverside Levee are collectively referred to as
the "Levee"); and
WHEREAS, the Levee is approved for construction by the United States Army Corps of
Engineers (the "Corps") as Project L-385 (the "Levee Project"); and
WHEREAS, the TIF Commission, by Resolution No. 96-06-01, passed on June 27, 1996,
classified the Redevelopment Area (legally described in the Redevelopment Plan) as a "blighted
area" and designated it as a redevelopment area under the Act; approved the L-385
Redevelopment Plan (the L-385 Redevelopment Plan as amended is the "Redevelopment Plan"),
the Redevelopment Project I and the Redevelopment Project I Area; and expressed its
recommendation to the Board of Aldermen with respect to the same; and
WHEREAS, the Board of Aldermen, by Ordinance No. 96-72, passed on July 16, 1996,
classified the Redevelopment Area as a "blighted area" and designated it as a redevelopment area
under the Act; approved the Redevelopment Plan, the Redevelopment Project I and the
Redevelopment Project I Area; which designation provides for the approval of individual projects
on aproject-by-project basis; and
WHEREAS, the TIF Commission, by Resolution Nos. 96-06-01, 97-01-02, 97-01-03,
97-01-04 and 97-08-01, approved Phases A, B, C, D and E, respectively, of the Redevelopment
Plan; and
WHEREAS, the Board of Aldermen, by Ordinance Nos. 96-72, 97-11, 97-12, 97-13 and
97-95, approved Phases A, B, C, D and E, respectively, of the Redevelopment Plan; and
WHEREAS, pursuant to Ordinance No. 98-49 adopted May 19, 1998, the City issued its
Tax Increment Revenue Bonds (L-385 Levee Project), Series 1998 in the principal amount of
$1,000,000 which are currently outstanding in the principal amount of $990,000, payable from
Incremental Tax Revenues ("Series 1998 Bonds") which are, and shall remain, issued at parity
with the Bonds to be issued hereunder; and
WHEREAS, the TIF Commission adopted Resolution No. 99-3-1 on Apri17, 1999,
recommending the adoption of amendments to the Redevelopment Plan, an expansion of the
Redevelopment Area and approval of Redevelopment Project I-Phases G and H; and
WHEREAS, the Board of Aldermen, by Ordinance No. 99-34, adopted amendments to
the Redevelopment Plan, expanded the Redevelopment Area and approved Redevelopment
Project I-Phases G and H of the Redevelopment Plan; and
WHEREAS, the City has determined that it is necessary and desirable to adopt this
Ordinance in order to issue its Tax Increment Revenue Bonds, Series 1999 (the "Bonds"), in the
principal amount of $1,400,000, to (1) fund certain Redevelopment Project Costs to be incurred
by the District pursuant to the Funding Agreement and/or the City in connection with the
Redevelopment Plan, and (2) pay the costs of issuing the Bonds; and
WHEREAS, it is hereby found and determined that it is necessary and advisable and in
the best interest of the City and of its inhabitants that the Bonds be issued and secured in the form
and manner as hereinafter provided to provide funds for the above-described purpose;
2
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to words and terms defined
elsewhere in this Ordinance, the following capitalized words and terms as used in this Ordinance
shall have the following meanings:
"Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections
99-800 to 99.865, inclusive, of the Revised Statutes of Missouri, as amended.
"Arbitrage Instructions" means the Arbitrage Instructions attached as Exhibit A to the
City's Arbitrage Certificate, as the same may be amended or supplemented in accordance with the
provisions thereof.
"Authorized Denomination" means the principal amount of $100,000 or any integral
multiple of $5,000 in excess thereof.
hereof.
"Bond Account" means the account by that name established pursuant to Section 501
"Bond Counsel" means Armstrong Teasdale LLP and Gilmore & Bell, P.C., Co-Bond
Counsel, or other firm of nationally recognized bond counsel.
"Bond Purchase Agreement" means the Bond Purchase Agreement between the City
and the Purchaser.
"Bond Registrar" means the bond registrar with respect to the registration, transfer and
exchange of Bonds.
"Bond Register" means the books for the registration, transfer and exchange of the
Bonds kept at the office of the Paying Agent.
"Bonds" means the Tax Increment Revenue Bonds (L-385 Levee Project), Series 1999,
of the City, in the aggregate principal amount of $1,400,000, authorized and issued pursuant to
this Ordinance.
"Business Day" means a day other than a Saturday, Sunday or holiday on which the
Paying Agent is scheduled in the normal course of its operations to be open to the public for
conduct of its banking operations.
3
"Cede & Co." means Cede & Co., as nominee name of The Depository Trust Company,
New York, New York.
"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.
"Costs of Issuance Account" means the account by that name established in the Project
Fund pursuant to Section 501 hereof.
"Defaulted Interest" means interest on any Bond which is payable but not paid on any
Interest Payment Date.
"District" means the Riverside-Quindaro Bend Levee District of Platte County, Missouri.
"Economic Activity Tax Account" means the Economic Activity Tax Account in the
Special Allocation Fund described in Section 501 hereof.
"Economic Activity Tax Revenues" means 50% of the tax revenues generated by
economic activities within the Redevelopment Project I Areas over the amount generated in the
applicable calendar year, but excluding (i) taxes imposed on sales or charges for sleeping rooms
paid by transient guests of hotels and motels, (ii) personal property taxes, (iii) licenses, (iv) fees,
(v) special assessments other than payments in lieu of taxes, (vi) the .00125 bi-state cultural sales
tax and (viii) the temporary .005 law enforcement sales tax imposed by Platte County, Missouri.
"Funding Agreement" means the Agreement Relating to Funding of Certain Levee
Project Costs between the City of Riverside, Missouri, a Missouri fourth class city, the Tax
Increment Financing Commission of Riverside, Missouri and the Riverside-Quindaro Bend Levee
District of Platte County, Missouri, as amended from time to time.
"Government Obligations" mean direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the United States of America.
"Incremental Tax Revenues" means, collectively, the Payments in Lieu of Taxes and,
subject to annual appropriation, the Economic Activity Tax Revenues.
"Interest Payment Date" means the Stated Maturity of an installment of interest on any
Bond.
"Levee Project" means the Project L-385 which has been approved for construction by
the United States Army Corps of Engineers and related improvements;
"Ordinance" means this Ordinance as from time to time amended in accordance with the
terms hereof,
4
"Outstanding" means, when used with respect to Bonds, as of any particular date, the
Bonds theretofore issued and delivered under this Ordinance, except:
(a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying
Agent for cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section
1002 hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been registered
and delivered hereunder.
"Participants" means those financial institutions for whom the Securities Depository
effects book entry transfers and pledges of securities deposited with the Securities Depository, as
such listing of Participants exists at the time of such reference.
"Paying Agent" means UMB Bank, N.A., the Bond Registrar and paying agent
designated for the payment of principal of and interest on the Bonds, and any successors and
assigns.
"Payments in Lieu of Taxes" means the "payments in lieu of taxes" (as defined in the
Act other than amounts paid under protest and taxes or assessments levied by the Levee District)
received by the City with respect to the Redevelopment Project I Area, which shall be deposited
in the PII.OTs Account of the Special Allocation Fund.
"Permitted Investments" means any of the following securities and obligations, if and to
the extent the same are at the time legal for investment of the City's moneys held in the funds and
accounts referred to in Section 501 hereof:
(a) United States Government Obligations;
(b) bonds, notes or other obligations of the State, or any political subdivision
of the State, that 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, bank holding company, savings and
loan association, trust company, or other financial institution organized under the laws of the
United States or any state, that are continuously and fully secured by any one or more of the
securities described in clause (a) or (b) above and have a market value, exclusive of accrued
interest, at all times at least equal to the principal amount of such repurchase agreement and are
held in a custodial or trust account for the benefit of the City;
(d) obligations of the Federal National Mortgage Association, the Government
National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit
5
Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks,
Farmers Home Administration and Federal Home Loan Mortgage Corporation;
(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 or time deposits shall be either (1)
continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously
and fully secured by such securities as are described above in clauses (a) through (c) above,
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 or time deposits; and
(f) any other securities or investments that are lawful for the investment of
moneys held in such funds or accounts under the laws of the State.
"PILOTS Account" means the PIL,OTs Account in the Special Allocation Fund described
in Section 501 hereof.
"Project Account" means the account by that name established in the Project Fund
pursuant to Section 501 hereof.
"Project Fund" means the fund by that name established pursuant to Section 501 hereof.
"Purchaser" means Kirkpatrick Pettis, the original purchaser of the Bonds.
"Rebate 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 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 this Ordinance, including the applicable
redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or
before the Redemption Date.
"Redevelopment Area" means the area described in the Redevelopment Plan which the
City has designated as a redevelopment area under the Redevelopment Plan.
"Redevelopment Project Area" means those redevelopment project areas with respect
to which the governing body of the City adopted tax increment financing pursuant to the Act and
the TIF Ordinances.
6
"Redevelopment Project I Area" means those redevelopment project areas which are
approved as phases of Redevelopment Project I with respect to which the governing body of the
City adopted tax increment financing pursuant to the Act and the TIF Ordinances.
"Redevelopment Plan" shall have the meaning set forth in the recitals hereof.
"Redevelopment Project Costs" shall at all times be consistent with the Act or any
judicial interpretation of the Act and shall include the sum total of all reasonable or necessary
costs incurred or estimated to be incurred, any such costs incidental to the Redevelopment Plan
and/or Redevelopment Project I. Such costs include, but are not limited to, the following:
(a) Costs of studies, surveys, plans and specifications;
(b) Professional service costs, including, but not limited to, architectural,
engineering, legal, marketing, financial planning, or special services;
(c) Property assembly costs, including but not limited to, acquisition of land
and other property, real or personal, or rights or interests therein, demolition of buildings, and the
clearing and grading of land;
(d) Costs of rehabilitation reconstruction, or repair or remodeling of existing
buildings and fixtures;
(e) Cost of construction of public works or improvements;
(f) Financing costs, including, but not limited to all necessary and incidental
expenses related to the issuance of obligations, and which may include payment of interest on
obligations issued hereunder accruing during the estimated period of construction of any
redevelopment project for which such obligations are issued and for not more than eighteen
months thereafter, and including reasonable reserves related thereto;
(f) All or a portion of a taxing district's capital cost resulting from the
redevelopment project necessarily incurred or to be incurred in furtherance of the objectives of the
plan and redevelopment project, to the extent the City by written agreement accepts and approves
such costs;
(g) Relocation costs to the extent that a city determines that relocation costs
shall be paid or are required to be paid by federal or State law; and
(h) PILOTS.
"Registered Owner" or "Bondowner" when used with respect to any Bond means the
person in whose name such Bond is registered on the Bond Register.
7
"Reimbursable Project Costs" shall at all times be consistent with the Act or any final
judicial interpretation of the Act and shall consist of the portion of the Redevelopment Project
Costs related to the Redevelopment Plan or Levee Project which are to be funded with PILOTS,
EATs or the proceeds of obligations, and which are incurred by the City or the TIF Commission
as a result of preparing, reviewing and adopting the Redevelopment Plan and the Redevelopment
Projects, designation of the Redevelopment Area and the Redevelopment Project Area, planning,
financing, acquiring and constructing the Levee Project and any other work authorized by the
Redevelopment Plan, the oversight of the construction of the Redevelopment Projects, the
implementation of the Redevelopment Plan, and the management of the Special Allocation Fund;
and costs incurred by the District in planning, financing, acquiring and constructing the Levee
Project as further set forth in the Funding Agreement.
"Replacement Bonds" means Bonds issued to the beneficial owners of the Bonds in
accordance with Section 2,11(6) hereof.
"Securities Depository" means, initially, The Depository Trust Company, New York,
New York, and its successors and assigns.
"Series 1998 Bonds" means the Tax Increment Revenue Bonds (L-385 Levee Project),
Series 1998, of the City, iii the aggregate principal amount of $1,000,000, currently outstanding in
the principal amount of $990,000, authorized and issued pursuant to the Series 1998 Ordinance.
"Series 1999 Initial Projects Incremental Tax Revenues" means, collectively, the
Payments in Lieu of Taxes and, subject to annual appropriation the Economic Activity Tax
Revenues generated with respect to Phases A, B, C, D, E, G and H of the Redevelopment Project
I Area.
"Series 1998 Ordinance" means Ordinance No. 98-49 of the City which authorized the
issuance and delivery of the Series 1998 Bonds.
"Special Allocation Fund" means the fund by that name created within the treasury of
the City in accordance with Section 99.845 of the Act.
"Special Record Date" means the date fixed by the Paying Agent pursuant to Section
204 hereof as the record date relating to the payment of Defaulted Interest.
"State" means the State of Missouri.
"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.
"TIF Commission" the Tax Increment Financing Commission of Riverside, Missouri;
8
"TIF Ordinances" mean Ordinance Numbers 96-72,97-11,97-12,97-13, 97-95 and 99-
34 and any other now existing or future ordinance relating to Redevelopment Project I or phases
thereof.
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. There is authorized and directed to be issued a
series of bonds of the City, designated "Tax Increment Revenue Bonds (L-385 Levee Project),
Series 1999" (the "Bonds") in the principal amount of $1,400,000, for the purpose of (1) funding
certain Redevelopment Project Costs to be incurred by the City and/or the District in connection
with the Redevelopment Plan, and (2) paying the costs of issuing the Bonds.
Section 202. Description of the Bonds. The Bonds shall be fully registered bonds
without coupons, numbered from 1 upward, in denominations of $100,000 or any integral
multiple of $5,000 in excess thereof ("Authorized Denominations"). The Bonds shall be
substantially in the form set forth in Exhibit A and shall be subject to registration, transfer and
exchange as provided in Section 205 hereof. The Bonds shall be dated August 1, shall become
due on May 1, 2014 (subject to optional and mandatory redemption prior to Stated Maturity as
provided in Article III hereof), and shall bear interest at a rate of seven percent (7%) per annum.
The Bonds shall bear interest at the rate 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 Payment Date to
which interest has been paid or duly provided for, payable semi-annually on May 1 and November
1 in each year, beginning on May 1, 2000.
Section 203. Designation of Paying Agent. UMB Bank, N.A. is 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 the Bonds (the "Paying Agent").
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 or trust company then performing such
function a certified copy of the proceedings giving notice of the termination of such bank or trust
company and appointing a successor, and (2) causing notice to be given by first class mail 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 commercial banking
association or corporation or trust company located in the State organized and in good standing
and doing business under the laws of the United States of America or of the State, authorized
under such laws to exercise trust powers and subject to supervision or examination by federal or
state regulatory authority and have capital and surplus of not less than $20,000,000.
9
The Paying Agent shall be paid the usual fees and expenses for its services in connection
therewith.
Section 204. Method and Place of Payment of Bonds; Defaulted Interest. The
principal of and interest on the Bonds shall be payable in any coin or currency which, on the
respective dates of payment thereof, is legal tender for the payment of debts due the United States
of America.
The principal of or Redemption Price of the Bonds shall be paid at maturity by check or
draft to the person in whose name each Bond is registered on the Bond Register at maturity
thereof, upon presentation and surrender of such Bond at the principal corporate trust office of
the Paying Agent.
The interest payable on the Bonds on any Interest Payment Date shall be paid to the
Registered Owner of such Bond as shown on the Bond Register at the close of business on the
Record Date for such interest (a) by check or draft mailed by the Paying Agent to such Registered
Owner, or (b) in the case of an interest payment to any Registered Owner of $500,000 or more in
aggregate principal amount of Bonds, by electronic transfer to such Registered Owner upon
written notice given to the Paying Agent by such Registered Owner not less than 15 days prior to
the Record Date for such interest, containing the electronic transfer instructions including the
bank (which shall be in the continental United States), ABA routing number and account number
to which such Registered Owner wishes to have such transfer directed.
Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with
respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the
relevant Record Date and shall be payable to the Registered Owner in whose name such Bond 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 as hereinafter specified in this paragraph. 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 I S 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
Registered Owner of a Bond entitled to such notice at the address of such Registered 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 of and interest
on the Bonds.
10
Section 205. Registration, Transfer and Exchange of Bonds. The City covenants that
it will, so long as any of the Bonds remain Outstanding, cause to be kept at the office of the
Paying Agent books for the registration, transfer and exchange of the Bonds as herein provided.
The Bonds when issued shall be registered in the name of the Registered Owner thereof on the
Bond Register.
The Bonds may be transferred and exchanged only upon the Bond Register as provided in
this Section. Upon surrender thereof at the principal corporate trust office of the Paying Agent,
the Paying Agent shall transfer or exchange any Bond for a new Bond(s) in any Authorized
Denomination of the same maturity and in the same aggregate principal amount Outstanding as
the Bond which was presented for transfer or exchange. Any Bond 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.
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. All 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 shall be paid from the Special Allocation Fund. 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 Registered Owners. If any Registered Owner fails to provide a correct
taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against
such Registered Owner sufficient to pay any governmental charge required to be paid as a result
of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by
the Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under
the Bonds.
The City and the Paying Agent shall not be required (a) to register the transfer or
exchange of any Bond after notice calling such Bond or portion thereof for redemption has been
given or during the period of 15 days next preceding the first mailing of such notice of
redemption, or (b) to register the transfer or exchange of 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 204 hereof.
The City and the Paying Agent may deem and treat the person in whose name any Bond is
registered as the absolute owner of such Bond, whether the Bond is overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and interest on said Bond and
for all other purposes. All 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.
11
Upon the issuance of any new Bond under this Section, the City may require the payment
by the Registered Owner of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the
Paying Agent) connected therewith.
Every new Bond issued pursuant to this Section shall constitute a replacement of the prior
obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and ratably
with all other Outstanding Bonds.
Section 208. Cancellation and Destruction of Bonds Upon Payment. All Bonds that
have been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either
at or before maturity, shall be canceled and destroyed by the Paying Agent in accordance with
existing security regulations upon the payment or redemption of such Bond and the surrender
thereof to the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing
the Bonds so canceled and destroyed, and shall file an executed counterpart of such certificate
with the City.
Section 209. Sale of Bonds. The Mayor is authorized to enter into the Bond Purchase
Agreement between the City and the Purchaser in substantially the form attached as Exhibit B,
under which the City agrees to sell the Bonds to the Purchaser at a purchase price of 97.50% of
the principal amount thereof, plus accrued interest to the date of delivery, upon the terms and
conditions set forth therein and with such changes therein as shall be approved by the Mayor,
which officer is authorized to execute the Bond Purchase Agreement for and on behalf of the
City, such officer's signature thereon being conclusive evidence of his or her approval thereof.
Section 210. Preliminary and Final Official Statement. The Preliminary Official
Statement is ratified and approved, and the final Official Statement is authorized and approved by
supplementing, amending and completing the Preliminary Official Statement, with such changes
and additions thereto as are necessary to conform to and describe the transaction. The Mayor is
authorized to execute the final Official Statement as so supplemented, amended and completed,
and the use and public distribution of the Official Statement by the Purchaser in connection with
the reoffering of the Bonds is authorized. The proper officials of the City are 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 purposes of compliance with Rule 15(c)(2)-12 of the Securities and Exchange
Commission, the City deems the Preliminary Official Statement to be final as of this date, except
for the omission of no more than the following information: the offering prices, interest rates,
selling compensation, aggregate principal amount, dates of delivery, ratings, identity of purchasers
and the omission of certain information as provided in Rule 15c2-12.
The City agrees to provide to the Purchaser within seven business days of the date of the
sale of Bonds sufficient copies of the final Official Statement to enable the Purchaser to comply
with the requirements of Rule 15c2-12(b)(4) of the Securities and Exchange Commission and
with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board.
13
Section 211. Book-Entry Bonds; Securities Depository.
(a) The Bonds shall initially be registered to Cede & Co., the nominee for the
Securities Depository, and no beneficial owner will receive certificates representing their
respective interest in the Bonds, except in the event the Paying Agent issues Replacement Bonds
as provided in subsection (b) hereof. It is anticipated that during the term of the Bonds, the
Securities Depository will make book-entry transfers among its Participants and receive and
transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants
until and unless the Paying Agent authenticates and delivers Replacement Bonds to the beneficial
owners as described in subsection (b).
(b) (1) If the City determines (A) that the Securities Depository is unable to
properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified
to act as a securities depository and registered clearing agency under the Securities and Exchange
Act of 1934, as amended, or (C) that the continuation of a book-entry system to the exclusion of
any Bonds being issued to any Registered Owner other than Cede & Co. is no longer in the best
interests of the beneficial owners of the Bonds, or (2) if the Paying Agent receives written notice
from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the
records of the Securities Depository (and certified to such effect by the Securities Depository),
that the continuation of a book-entry system to the exclusion of any Bonds being issued to any
Registered Owner other than Cede & Co. is no longer in the best interests of the beneficial
owners of the Bonds, then the Paying Agent shall notify the Registered Owners of such
determination or such notice and of the availability of certificates to Owners requesting the same,
and the Paying Agent shall register in the name of and authenticate and deliver Replacement
Bonds to the beneficial owners or their nominees in principal amounts representing the interest of
each, making such adjustments as it may find necessary or appropriate as to accrued interest and
previous calls for redemption; provided, that in the case of a determination under (1)(A) or (1)(B)
of this subsection (b}, the City, with the consent of the Paying Agent, may select a successor
securities depository in accordance with Section 211(c) hereof to effect book-entry transfers. In
such event, all references to the Securities Depository herein shall relate to the period of time
when the Securities Depository has possession of at least one Bond. Upon the issuance of
Replacement Bonds, all references herein to obligations imposed upon or to be performed by the
Securities Depository shall be deemed to be imposed upon and performed by the Paying Agent, to
the extent applicable with respect to such Replacement Bonds. If the Securities Depository
resigns and the City, the Paying Agent or Registered Owners are unable to locate a qualified
successor of the Securities Depository in accordance with Section 211(c) hereof, then the Paying
Agent shall authenticate and cause delivery of Replacement Bonds to Registered Owners, as
provided herein. The Paying Agent may rely on information from the Securities Depository and
its Participants as to the names of the beneficial owners of the Bonds. The cost of printing,
registration, authentication, and delivery of Replacement Bonds shall be paid for by the City.
(c) In the event the Securities Depository resigns, is unable to properly
discharge its responsibilities, or is no longer qualified to act as a securities depository and
registered clearing agency under the Securities and Exchange Act of 1934, as amended, the City
may appoint a successor Securities Depository provided the Paying Agent receives written
14
evidence satisfactory, to the Paying Agent with respect to the ability of the successor Securities
Depository to discharge its responsibilities. Any such successor Securities Depository shall be a
securities depository which is a registered clearing agency under the Securities and Exchange Act
of 1934, as amended, or other applicable statute or regulation that operates a securities depository
upon reasonable and customary terms. The Paying Agent upon its receipt of a Bond or Bonds for
cancellation shall cause the delivery of Bonds to the successor Securities Depository in
appropriate denominations and form as provided herein.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Optional Redemption.
(a) (1) At the option of the City, the Bonds may be called on or before
May 1, 2003, for redemption and payment prior to their Stated Maturity, in whole on any date at
the Redemption Price equal to 102% of the principal amount thereof plus accrued interest to the
Redemption Date.
(2) At the option of the City, Bonds may be called for redemption and
payment prior to the Stated Maturity thereof on May 1, 2009, and thereafter in whole or in part
any time at the Redemption Price equal to 100% of the principal amount thereof plus accrued
interest to the Redemption Date.
(b) Mandatory Redemption. The Bonds maturing in the year 2014 (the "Term
Bonds") shall be subject to mandatory redemption and payment prior to Stated Maturity pursuant
to the mandatory redemption requirements of this Section at a Redemption Price equal to 100%
of the principal amount thereof plus accrued interest to the Redemption Date. The payments
specified in Section 602(c) hereof which are to be deposited into the Bond Account shall be
sufficient to redeem, and the City shall redeem on May 1 in each year, the following principal
amounts of Bonds:
15
Term Bonds Maturing May 1, 2014
Principal
Year Amount
2001 $ 5,000
2002 10,000
2003 15,000
2004 35,000
2005 35,000
2006 55,000
2007 65,000
2008 90,000
2009 100,000
2010 120,000
2011 140,000
2012 170,000
2013 190,000
2014* 370,000
*Final Maturity
At its option, to be exercised on or before the 45th day next preceding any
mandatory Redemption Date, the City may: (1) deliver to the Paying Agent for cancellation Term
Bonds or any portion thereof, in any aggregate principal amount desired; or (2) furnish the Paying
Agent funds, together with appropriate instructions, for the purpose of purchasing any Term
Bonds from any Registered Owner thereof, whereupon the Paying Agent shall expend such funds
for such purpose to such extent as may be practical; or (3) 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 canceled 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 Stated 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 Stated Maturity in chronological order, and the principal amount of Term
Bonds of the same Stated 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 (1), (2) or (3) 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 (1), (2) and (3) are to be complied with respect to such
mandatory redemption payment.
16
Section 302. Selection of Bonds to Be Redeemed.
(a) The Paying Agent shall call Bonds for redemption and payment as herein
provided upon receipt by the Paying Agent at least 40 days prior to the redemption date of
written instructions of the City specifying the principal amount, Stated Maturities, Redemption
Dates and Redemption Prices of the Bonds to be called for redemption. If the Bonds are refunded
more than 90 days in advance of such Redemption Date, any escrow agreement entered into by
the City in connection with such refunding shall provide that such written instructions to the
Paying Agent shall be given by the escrow agent on behalf of the City not more than 90 days prior
to the Redemption Date. The Paying Agent may in its discretion waive such notice period so long
as the notice requirements set forth in Section 303 hereof are met. The foregoing provisions of
this paragraph shall not apply in the case of any mandatory redemption of Bonds hereunder, and
Bonds shall be called by the Paying Agent for redemption pursuant to such mandatory redemption
requirements without the necessity of any action by the City other than as provided in Section 602
hereof.
(b) Except for mandatory redemption as set forth above, Bonds shall be
redeemed only in Authorized Denominations. When less than all of the Outstanding Bonds are to
be redeemed, Bonds shall be selected by the Paying Agent in Authorized Denomination units
except for mandatory sinking fund redemption as set forth above, in which case Bonds will be
selected in $5,000 units of principal amount, in such equitable manner as the Paying Agent may
determine.
(c) In the case of a partial redemption of Bonds when Bonds of denominations
greater than the Authorized Denominations are then Outstanding, then for all purposes in
connection with such redemption each Authorized Denomination of face value shall be treated as
though it were a separate Bond of such Authorized Denomination. If it is determined that one or
more, but not all, of the Authorized Denomination units of face value represented by any Bond or
such other units of face value selected for mandatory sinking redemption presented by any Bond
are selected for redemption, then upon notice of intention to redeem such unit or units, the
Registered Owner of such Bond or the Registered Owner's duly authorized agent shall present
and surrender such Bond to the Paying Agent (1) for payment of the Redemption Price and
interest to the Redemption Date of such unit or units of face value called for redemption, and (2)
for exchange, without charge to the Registered Owner thereof, for a new Bond or Bonds of the
aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If
the Registered Owner of any such Bond fails 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 unit or units of face value called for redemption (and to
that extent only).
Section 303. Notice and Effect of Call for Redemption. Unless waived by any
Registered Owner of Bonds to be redeemed, official notice of any 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 mail at least 30 days prior to the Redemption Date, to the Purchaser and each Registered
Owner of the Bonds to be redeemed at the address shown on the Bond Register.
17
All official notices of redemption shall be dated and shall contain the following
information:
(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 of any Bonds, the respective principal amounts) of the
Bonds to be redeemed;
(d) a statement that on the Redemption Date the Redemption Price will
become due and payable upon each Bond or portion thereof called for redemption and that
interest thereon shall cease to accrue from and after the Redemption Date; and
(e) the place where such Bonds are to be surrendered for payment of the
Redemption Price, which shall be the principal corporate trust office of the Paying Agent.
The failure of any Registered Owner to receive notice given as heretofore provided or an
immaterial defect therein shall not invalidate any redemption.
On or 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
that are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption
Price therein specified, and from and after the Redemption Date (unless the City defaults 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 such notice, the Redemption
Price of such Bonds shall be paid by the Paying Agent. 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 as provided
herein. All Bonds that have been redeemed shall be canceled and destroyed by the Paying Agent
as provided herein 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 official 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
18
interest borne by each Bond being redeemed; (4) the Stated Maturity 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 one day before the
mailing of notice to Bondowners 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) Each check or other transfer of funds issued for the payment of the
Redemption Price of Bonds being redeemed, shall bear or have enclosed the CUSIP number of
the Bonds being redeemed with the proceeds of such check or other transfer.
The Paying Agent is 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.
For so long as the Securities Depository is effecting book-entry transfers of the Bonds, the
Paying Agent shall provide the notices specified in this Section to the Securities Depository. It is
expected that the Securities Depository shall, in turn, notify its Participants and that the
Participants, in turn, will notify or cause to be notified the beneficial owners. Any failure on the
part of the Securities Depository or a Participant, or failure on the part of a nominee of a
beneficial owner of a Bond (having been mailed notice from the Paying Agent, the Securities
Depository, a Participant or otherwise) to notify the beneficial owner of the Bond so affected,
shall not affect the validity of the redemption of such Bond.
ARTICLE IV
SECURITY FOR THE BONDS
Section 401. Security for the Bonds. The City irrevocably pledges all of the moneys in
the Bond Account, and the Payments in Lieu of Taxes deposited into the Special Allocation Fund,
subject to annual appropriation, the Economic Activity Tax Revenues deposited into the Special
Allocation Fund, and investment earnings on such funds to pay the Bonds. The Bonds, together
with the interest and premium, if any, thereon, are limited obligations of the City, payable solely
from Incremental Tax Revenues, Bond proceeds and investment earnings thereon (subject to
rebate requirements), all as provided in this Ordinance. Pursuant to the Act, the Payments in Lieu
of Taxes which are due and owing shall constitute a lien against the real estate in the
Redevelopment Project Area from which they are derived. In the event of default of any taxpayer
in the payment of any Payments in Lieu of Taxes, the pledge of Payments in Lieu of Taxes may be
enforced as provided in Section 99.845 of the Act and Section 88.861 of the Revised Statutes of
Missouri.
19
The City covenants and agrees that it will not grant any ad valorem tax exemption on any
portion of the real property located in the Redevelopment Area pursuant to Section 135.215,
RSMo 1994, as amended, as long as any Bonds remain Outstanding and unpaid.
The covenants and agreements of, and pledge by, the City contained herein and in the
Bonds shall be for the equal benefit, protection and security of the Registered Owners of any or
all of the Bonds, all of 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.
The Bonds shall stand on a parity with respect to the payment of principal and interest
from Payments in Lieu of Taxes, subject to annual appropriation, the Economic Activity Tax
Revenues, and in all other respects with the Series 1998 Bonds and any additional parity bonds
issued in accordance with the provisions of this Ordinance. The Bonds shall not have any priority
with respect to the payment of principal or interest from said Incremental Tax Revenues or
otherwise over the Series 1998 Bonds or any additional parity bonds, nor shall the Series 1998
Bonds or any additional parity bonds hereafter issued have any priority with respect to the
payment of principal or interest from said revenues or otherwise over the Bonds.
Section 402. Pledge of Certain Funds. The money and securities now or hereafter held
in, and money and securities to be deposited in, the Special Allocation Fund and the Bond
Account and all interest and earnings thereon and proceeds thereof are hereby pledged, pursuant
to the Act, to secure the payn-lent of the Bonds.
Section 403. Economic Activity Tax Revenues. The City pledges, subject to annual
appropriation, the Economic Activity Tax Revenues deposited into the Special Allocation fund to
the payment of the Bonds. The City acknowledges that it currently intends to appropriate in each
year the Economic Activity Tax Revenues into the Special Allocation Fund. In preparing the
City's annual budget the City Administrator shall include or cause to be included such
appropriation in each budget submitted to the Board. Notwithstanding the foregoing, the decision
of whether or not to appropriate the Economic Activity Tax Revenues, if annual appropriation is
so required, is solely within the discretion of the then current Board. Upon appropriation and
deposit of such Economic Activity Tax Revenues into the Special Allocation Fund, such amounts
shall be irrevocably pledged as provided herein, and shall no longer be subject to annual
appropriation.
Section 404. Limited Nature of Bonds. NEITHER THE CITY, THE BOARD,
OFFICERS OF THE CITY, NOR ANY PERSON EXECUTING THE BONDS SHALL BE
PERSONALLY LIABLE FOR THE BONDS. THE BONDS ARE NOT GENERAL
OBLIGATIONS OF THE CITY, THE COUNTY, OR THE STATE, NOR SHALL SUCH
BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE
SPECIFICALLY PLEDGED IN THIS ORDINANCE AS SECURITY FOR THE BONDS. NO
BONDOWNER SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY
TAXING POWER OF THE CITY FOR PAYMENT OF ANY PRINCIPAL, INTEREST OR
PREMIUM,IF ANY, DUE UNDER THE BONDS. THE BONDS DO NOT CONSTITUTE A
20
DEBT OR LIABILITY OF THE CITY, THE STATE OR OF ANY POLITICAL
SUBDIVISION THEREOF AND ARE NOT AN INDEBTEDNESS OF THE CITY OR THE
STATE WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT
LIMTI'ATION OR RESTRICTION. THE ISSUANCE OF THE BONDS DOES NOT
OBLIGATE THE CTI'Y TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE
ANY APPROPRIATION FOR THEIR PAYMENT.
ARTICLE V
CREATION AND RATIFICATION OF FUNDS AND ACCOUNTS;
DEPOSIT AND APPLICATION OF BOND PROCEEDS
Section 501. Creation and Ratification of Funds and Accounts.
(a) There has been created and established in the treasury of the City the
following fund and accounts known respectively as follows and such creation and establishment is
ratified and confirmed:
(1) Special Allocation Fund of the City of Riverside ("Special
Allocation Fund").
(2) the PILOTS Account and the Economic Activity Tax Account both
within the Special Allocation Fund.
(b) 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:
(1) L-385 Redevelopment Series 1999 Bond Account (the "Bond
Account").
(2) Series 1999 Project Fund for L-385 Redevelopment (the "Project
Fund") and within the Project Fund, a Project Account and a Costs of Issuance Account.
(3) Rebate Fund for Tax Increment Revenue Bonds, Series 1999 (the
"Rebate Fund")
Said funds and accounts 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 fund and accounts referred to in
paragraph (a) above shall be maintained and administered solely for the purposes and in the
manner as provided in the Act, the TIF Ordinances, the Redevelopment Plan, this Ordinance and
the Series 1998 Ordinance until the Redevelopment Plan is terminated. The funds referred to in
paragraphs (b) above shall be maintained and administered by the City solely for the purposes and
in the manner as provided in this Ordinance.
21
Section 502. Deposit of Bond Proceeds. The net proceeds received from the sale of the
Bonds shall be deposited simultaneously with the delivery of the Bonds, as follows:
(a) Any premium on the Bonds and any amount received on account of accrued
interest on the Bonds shall be deposited in the Bond Account and applied in accordance with
Section 602 hereof.
(b) The sum set forth in Schedule I from the proceeds of the Bonds shall be
deposited in the Costs of Issuance Account and used to pay for the costs of issuing the Bonds in
accordance with Section 503 hereof.
(c) The remaining balance of the proceeds of the Bonds shall be deposited in
the Project Account and applied in accordance with Section 503 hereof.
Section 503. Application of Moneys in the Project Fund. Moneys in the Project
Account shall be used for the sole purpose of paying Reimbursable Project Costs incurred by the
City pursuant to the Redevelopment Plan and the District pursuant to the Redevelopment Plan
and the Funding Agreement, and moneys in the Costs of Issuance Account shall be used for the
sole purpose of paying the costs and expenses incident to the issuance of the Bonds. District
withdrawals from the Project Fund shall be made in conformance with the Funding Agreement.
After all costs incurred in connection with the issuance of the Bonds have been paid, but in no
event later than December 31, 1999, the City shall transfer all moneys remaining in the Costs of
Issuance Account to the Project Account.
Section 504. Application of Moneys in the Bond Account. Moneys in the Bond
Account shall be used for the sole purpose of paying the principal of, Redemption Price and
interest on the Bonds in accordance with this Ordinance.
ARTICLE VI
APPLICATION OF REVENUES
Section 601. Collection of Incremental Tax Revenues. The City hereby ratifies and
confirms its agreement to determine, collect and apply all Incremental Tax Revenues in the
manner provided by law so long as the Bonds are Outstanding. All Payments in Lieu of Taxes
shall, as and when received by the City, be deposited in the PILOTS Account of the Special
Allocation Fund. All Economic Activity Tax Revenues shall, subject to annual appropriation, as
and when received by the City, be deposited in the Economic Activity Tax Account of the Special
Allocation Fund and shall be applied in the manner set forth in the TIF Ordinances and in Section
602 hereof.
Section 602. Application of Moneys in the Special Allocation Fund. So long as any
of the Bonds remain Outstanding, the City shall, on each March 20 and September 20 beginning
on September 20, 1999, administer and allocate the moneys held in the PILOTS Account and the
Economic Activity Tax Account as follows;
22
(a) Rebate Fund. There shall first be paid into the Rebate Fund an amount
sufficient to pay rebate, if any, owed under Section 148 of the Code.
(b) Fees and Expenses. There shall next be paid to the City and the Paying
Agent or their respective payees any fees and expenses incurred by the City and Paying Agent,
respectively, in performing their duties under this Ordinance and the Redevelopment Plan.
(c) Payment of Debt Service. There shall next transferred to the Bond
Account an amount sufficient to pay all interest and principal that will become due on the Bonds
on the next succeeding Interest Payment Date. Any amounts deposited in the Bond Account as
accrued interest in accordance with Section 502(a) hereof, shall be paid to the Paying Agent and
shall be credited against the City's payment obligations under this paragraph.
(d) Senior and Parity Bonds.
(1) Subsections (a), (b) and (c) above are subject to the limitations of
this subsection (d). With respect to all Incremental Tax Revenues other than Series 1999 Initial
Projects Incremental Tax Revenues, the amounts required to be paid and credited to funds and
accounts and for payment of fees and expenses pursuant to this Section shall be made after and
subordinate to amounts at the time required to be paid and credited to the funds and accounts and
for payment of fees and expenses established with respect to senior lien bonds under the
provisions of the senior lien ordinances.
(2) The amounts required to be paid and credited to funds and accounts
and for payment of fees and expenses pursuant to this Section shall be made at the same time and
on a parity with amounts at the time required to be paid and credited to the funds and accounts
and for payment of fees and expenses established with respect to the Series 1998 Bonds and other
parity lien bonds under the provisions of the Series 1998 Ordinance and other parity lien
ordinances. As long as the Series 1998 Bonds or any other parity bonds are outstanding, the City
will transfer from the Special Allocation Fund, on a pro-rata basis according to the total
outstanding principal amount of bonds for each such issue, (i) to the Bond Account an aggregate
amount equal to the amount required to pay principal, redemption premium, if any, and interest on
the Bonds on the next succeeding payment date, and (ii) amounts necessary to fund any debt
service fund(s) established in connection with such parity bond issue(s). If the City does not have
sufficient funds in the Special Allocation Fund to transfer to the Bond Account and to any debt
service fund(s) established in connection with the Series 1998 Bonds and any other parity bond
issue(s) in the full amount as described in the preceding sentence, then the City must notify the
Paying Agent who must transfer funds from any debt service reserve fund(s) established in
connection with such parity bond issue(s).
(e) Remaining Moneys in the Special Allocation Fund. If the City has
complied with the preceding paragraphs and the City is in full compliance with the terms of this
Ordinance, then moneys remaining in the Special Allocation Fund may be used to fund debt
service of junior and subordinate bonds and other Reimbursable Project Costs.
23
Section 603. Transfer of Funds to Paying Agent. By 11:00 a.m., on the Business Day
preceding any Stated Maturity, Redemption Date or Interest Payment Date, the City Treasurer of
the City is hereby authorized and directed to withdraw from [he Bond Account sums sufficient to
pay the principal and Redemption Price of and interest on the Bonds as and when the same
become due on any such date, and to forward such sums to the Paying Agent. All moneys
deposited with the Paying Agent shall be deemed to be deposited in accordance with and subject
to all of the provisions contained in this Ordinance.
Section 604. Payments Due on Saturdays, Sundays and Holidays. In any case where
a Interest Payment Date is not a Business Day, then payment of principal, Redemption Price or
interest need not be made on such Interest Payment Date but may be made on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment Date, and no
interest shall accrue for the period after such Interest Payment Date.
Section 605. Nonpresentment of Bonds. If any Bond is not presented for payment
when the principal thereof becomes due at maturity, if funds sufficient to pay such Bond have
been made available to the Paying Agent all liability of the City to the Registered Owner thereof
for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and
thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest
thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted
exclusively to such funds for any claim of whatever nature on such Registered Owner's part under
this Ordinance or on, or with respect to, said Bond. If any Bond is not presented for payment
within six years following the date when such Bond becomes due at maturity, the Paying Agent
shall repay to the City the funds theretofore held by it for payment of such Bond, and such Bond
shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured
obligation of the City, and the Registered Owner thereof shall be entitled to look only to the City
for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and
the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such
money.
Section 606. Transfer of Funds Upon Payment of Bonds. When the principal of,
interest and premium, if any, on all of the Bonds and all other amounts due under this Ordinance
have been paid in full, or such payment has been provided for in accordance with Article X
hereof, the Paying Agent shall transfer all funds and accounts held by it hereunder to or at the
direction of the City subject to the requirements of the Series 1998 Ordinance and any other
additional bonds ordinance.
Section 607. Application of Moneys in the Rebate Fund.
(a) There shall be deposited in the Rebate Fund such amounts as are required
to be deposited therein pursuant to the Arbitrage Instructions. All money in the Rebate Fund shall
be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Arbitrage
Instructions), for payment to the United States of America, and neither the City nor the
Registered Owner of any Bond shall have any rights in or claim to such money. All amounts
24
deposited into or on deposit in the Rebate Fund shall be governed by this Section and the
Arbitrage Instructions.
(b) The City shall periodically determine the rebatable arbitrage under Section
148(f) of the Code in accordance with the Arbitrage Instructions, and the City shall make
payments to the United States Government at the times and in the amounts determined under the
Arbitrage Instructions. Any funds remaining in the Rebate Fund after redemption and payment of
all of the Bonds and the interest thereon, and payment and satisfaction of any Rebate Amount, or
provision made therefor, shall be released to the City.
(c) Notwithstanding any other provision of this Ordinance, including in
particular Article X hereof, the obligation to pay rebatable arbitrage to the United States and to
comply with all other requirements of this Section and the Arbitrage Instructions shall survive the
defeasance or payment in full of the Bonds.
ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEYS
Section 701. Deposits of Moneys. Moneys in each of the funds and accounts created by
and referred to in this Ordinance shall be continuously and adequately secured as provided by the
laws of the State.
Section 702. 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 was created. All earnings on any investments
held in any fund shall accrue to and become a part of such 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.
ARTICLE VIII
ADDITIONAL BONDS AND OBLIGATIONS
Section 801. Senior 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 incur or assume any
other debt obligations appearing as liabilities on the balance sheet of the City for the payment of
moneys determined in accordance with generally accepted accounting principles consistently
applied, including capital leases as defined by generally accepted accounting principles, payable
out of Series 1999 Initial Projects Incremental Tax Revenues or any part thereof which are
superior to the Bonds.
Section 802. Parity Lien Bonds and Other Obligations. The City covenants and
agrees that so long as any of the Bonds remain Outstanding, it will not issue any additional bonds
25
or other long-term obligations payable out of Series 1999 Initial Projects Incremental Tax
Revenues or any part thereof which stand on a parity or equality with the Bonds unless all of 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 any additional bonds at the time Outstanding 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 (unless such additional bonds or obligations are being issued to
provide funds to cure such default); and
(b) Either (i) the debt coverage ratio for the principal and interest due on the
Bonds for the two immediately prior fiscal years is 130% and the projected debt coverage ratio
for principal and interest due on the Bonds and all additional bonds for the first three years
immediately after such additional bonds are issued is 130 percent (provided, however, if the
Bonds have been outstanding for less than two (2) years, satisfaction of only the three (3) year
prospective debt coverage ratio is required and not the two (2) prior years' debt coverage ratio);
or (ii) the Registered Owners of the Bonds have given their written consent to the issuance of the
additional parity bonds; and
(c) The proceeds of the additional pazity Bonds are used solely to pay
redevelopment project costs, fund any debt service reserve fund established in connection with
any additional bonds issued pursuant to this Section and to pay costs of issuing the additional
bonds.
Additional 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
Series 1999 Initial Projects Incremental Tax Revenues in the Special Allocation Fund with the
Bonds, and the City may make equal provision for paying said additional bonds and the interest
thereon out of the Series 1999 Initial Projects Incremental Tax Revenues in the Special Allocation
Fund and may likewise provide for the creation of reasonable debt service accounts and debt
service reserve accounts.
Section 803. Junior Lien Bonds and Other Obligations. Nothing in this Article shall
prohibit or restrict the right of the City to issue additional bonds or other revenue obligations for
any lawful puzpose in connection with the Special Allocation Fund, including the Series 1999
Initial Projects Incremental Tax Revenues or any other Incremental Tax Revenues and to provide
that the principal of and interest on said bonds or obligations shall be payable out of the revenues
of the Special Allocation Fund, including the Series 1999 Initial Projects Incremental Tax
Revenues, provided that with respect to all such bonds payable from Series 1999 Initial Projects
Incremental Tax Revenues at the time of the issuance of such additional bonds or obligations the
City is not in default in the performance of any covenant or agreement contained in this Ordinance
(unless such additional revenue bonds or obligations are being issued to provide funds to cure
such default), and provided further that such additional 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, the City shall make no payments of either principal of or interest on
26
said junior and subordinate bonds or obligations until said default or defaults be cured. In the
event of the issuance of any such junior and subordinate bonds or obligations, the City, subject to
the provisions aforesaid, may make provision for paying the principal of and interest on said
bonds or obligations out of moneys in the Special Allocation Fund from Series 1999 Initial
Projects Incremental Tax Revenues.
Section 804. Refunding Bonds. Without complying with the requirements of Section
802, the City may 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 that are
not refunded, if any, upon the funds and accounts pledged under this Ordinance; provided,
however, that if only a portion of the Bonds are refunded and if such partial refunding results in
an increased debt service on the Bonds (excluding any junior and subordinate Bonds), then said
Bonds may be refunded only by and with the written consent of the Registered Owners of a
majority in principal amount of the Bonds not refunded.
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Acceleration of Maturity Upon Default. The City covenants and agrees
that if a default occurs in the payment of the principal of or interest on any of the Bonds as the
same become due on any Interest Payment Date, or if the City or its governing body or any of the
officers, agents or employees thereof fail or refuse to comply with any of the provisions of this
Ordinance or of the Constitution or statutes of the State which materially and adversely affects the
Bonds, and such default continues for a period of 60 days after written notice specifying such
default has been given to the City by the Registered Owner of any Bond then Outstanding, then,
at any time thereafter and while such default continues, the Registered 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. Upon any such declaration given as aforesaid, all
of the Bonds shall become and be immediately due and payable, anything in this Ordinance or in
the Bonds contained to the contrary notwithstanding; provided, however, this provision is subject
to the condition that if at any time after the principal of or interest on said Outstanding Bonds has
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
has 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 have been cured, then and in every
such case the Registered 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.
Section 902. Remedies. The provisions of this Ordinance, including the covenants and
agreements herein contained, shall constitute a contract between the City and the Registered
Owners of the Bonds. The Registered Owner or Registered Owners of not less than 25% in
27
principal amount of the Bonds then Outstanding shall have the right for the equal protection and
benefit of all Registered Owners of Bonds similarly situated:
(a) by mandamus or other suit, action or proceedings at law or in equity to
enforce the rights of such Registered Owner or Registered Owners against the City and its
officers, agents and employees, and to require and compel duties and obligations required by this
Ordinance or by the constitution and laws of the State;
(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 Registered Owners of the Bonds
then Outstanding.
Section 903. Limitation on Rights of Bondowners. No one or more Bondowners
secured hereby shall have any right in any manner whatever by such Bondowner's 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 Registered Owners of such Outstanding
Bonds.
Section 904. Remedies Cumulative. No remedy conferred herein upon the Registered
Owners is intended to be exclusive of any other remedy, but each such remedy shall be cumulative
and in addition to every other remedy and may be exercised without exhausting and without
regard to any other remedy conferred herein. No waiver of any default or breach of duty or
contract by any Registered Owner of the Bonds shall extend to or affect any subsequent default or
breach of duty or contract or impair any rights or remedies thereon. No delay or omission of any
Registered Owner to exercise any right or power accruing upon any default shall impair any such
right or power or be construed to be a waiver of any such default or acquiescence therein. Every
substantive right and every remedy conferred upon the Registered Owners of the Bonds by this
Ordinance may be enforced and exercised from time to time and as often as may be deemed
expedient. If any suit, action or proceedings taken by any Registered Owner on account of any
default or to enforce any right or exercise any remedy has been discontinued or abandoned for any
reason, or has been determined adversely to such Registered Owner, then, and in every such case,
the City and the Registered Owners of the Bonds shall be restored to their former positions and
rights hereunder, respectively, and all rights, remedies, powers and duties of the Registered
Owners shall continue as if no such suit, action or other proceedings had been brought or taken.
Section 905. 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.
28
ARTICLE X
PAYMENT AND DISCHARGE; DEFEASANCE
Section 1001. Payment and Discharge. Except as otherwise provided in this
Ordinance, the Bonds shall be automatically discharged, the City's liability shall terminate, this
Ordinance shall terminate and the rights granted by it shall cease if: (a) the City shall have paid or
caused to be paid to the Registered Owners the principal, premium (if any) and interest due
thereon at the times and in the manner stipulated in the Bonds and this Ordinance; (b) all fees and
expenses of the Paying Agent shall have been paid; and (c) the City shall have kept, performed
and observed all of the covenants and promises in the Bonds and in this Ordinance. If the City
shall pay or cause to be paid to the Registered Owners of all Outstanding Bonds of a particular
series, or of a particular maturity within a series, the principal, premium, if any, and interest to
become due thereon at the times and in the manner stipulated in the Bond and this Ordinance such
Bonds shall cease to be entitled to any lien, benefit or security under this Ordinance, and all
covenants, agreements and obligations of the City to the Registered Owners of such Bonds shall
terminate.
Section 1002. Defeasance. The Bonds shall be deemed to have been paid and discharged
within the meaning of this Ordinance if there has been deposited with the Paying Agent, or any
bank or trust company located in the State and having full trust powers, at or prior to the maturity
or redemption date of said Bonds, in trust for and irrevocably appropriated thereto, moneys
and/or non-callable Government Obligations which, together with the interest to be earned on any
such obligations, will be sufficient for the payment of the principal of said Bonds, and interest to
accrue to the date of maturity or redemption, as the case may be, or if default in such payment has
occurred on such date, then to the date of the tender of such payments. Any moneys and
obligations which at any time are deposited with the Paying Agent or a bank by or on behalf of the
City, for the purpose of paying and discharging any portion of the Bonds, shall be and are hereby
assigned, transferred and set over to the Paying Agent or a bank in trust for the respective
Registered Owners of the Bonds, and such moneys shall be and are hereby irrevocably
appropriated to the payment and discharge thereof. All moneys 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.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1101. Amendments. The rights and duties of the City and the Registered
Owners, 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 consent of the
Registered Owners of not less than a majority in principal amount of the Bonds then Outstanding,
such consent to be evidenced by an instrument or instruments executed by such Registered
29
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 any funds and accounts pledged hereunder
prior or equal to the lien of the 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 governing body of the City at any time in any respect with the
written consent of the Registered Owners of all of the Bonds at the time Outstanding.
Without notice to or [he consent of any Registered Owners, the City may amend or
supplement this 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 interests of the Registered Owners.
Every amendment or modification of the provisions of the Bonds or of this Ordinance, to
which the written consent of the Registered Owners is given, as above provided, shall be
expressed in an ordinance adopted by the governing body of the City amending or supplementing
the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified
copy of every such amendatory or supplemental ordinance, if any, and a certified copy of this
Ordinance shall always be kept on file in the office of the City Clerk, and shall be made available
for inspection by the Registered Owner of any Bond or a prospective purchaser or owner of any
Bond authorized by this Ordinance, and upon payment of the reasonable cost of preparing the
same, a certified copy of any such amendatory or supplemental ordinance or of this Ordinance will
be sent by the City Clerk to any such Registered Owner or prospective Registered Owner.
Any and all modifications made in the manner hereinabove provided shall not become
effective until there has been filed with the City Clerk a copy of the ordinance of the City
hereinabove provided for, duly certified, as well as proof of any required consent to such
modification by the Registered Owners of the Bonds then Outstanding. It shall not be necessary
to note on any of the Outstanding Bonds any reference to such amendment or modification.
30
The City shall furnish to the Paying Agent a copy of any amendment to the Bonds or this
Ordinance made hereunder which affects the duties or obligations of the Paying Agent under this
Ordinance.
Section 1102. Continuing Disclosure. In accordance with the requirements of Rule
15c2-12 (the "Rule") promulgated by the SEC, the City undertakes and agrees to provide, in a
timely manner, to each Nationally Recognized Municipal Securities Information Repository
("NRMSIR") or to the Municipal Securities Rulemaking Board ("MSRB") notice of the
occurrence of any of the following events with respect to the Bonds, if such event is material: (1)
delinquencies in payment of principal of or interest on the Bonds; (2) default by the City in the
performance of any of its obligations or covenants under this Ordinance (other than as described
in (1) above); (3) unscheduled draws on any debt service reserves for the Bonds reflecting
financial difficulties of the City, (4) adverse tax opinions or events affecting the tax-exempt status
of the Bonds; (5) amendments to this Ordinance or any related document which modify the rights
of Bondowners; (6) calls for redemption of the Bonds or any portion thereof; and (7) defeasance
of the Bonds or any portion thereof.
In accordance with the Rule promulgated by the SEC, the City undertakes and agrees to
provide to all NRMSIRs certain annual financial information and operating data, including audited
information generally consistent with the information contained in the Official Statement. Such
information shall be made available within 180 days after the end of each fiscal year to the
NRMSIRs, the Purchaser and to each Bondowner who makes a request for such information in
writing. Such information will be available to other parties, at such party's expense, upon request
in writing.
The City may from time to time choose to provide notice of the occurrence of certain
other events, in addition to those listed above, if, in the judgment of the City, such other event is
material with respect to the Bonds, but the City does not undertake to commit to provide any
such notice of the occurrence of any material event except those indicated herein.
The City reserves the right to modify from time to time the specific types of information
provided or the format of the presentation of such information, to the extent necessary or
appropriate in the judgment of the City; provided that any such modification will be done in a
manner consistent with the Rule. The City reserves the right to terminate its obligation to provide
notices of material events, as set forth above, if and when the City no longer remains an
"Obligated Person" with respect to the Bonds within the meaning of the Rule. The City
acknowledges that its undertaking pursuant to the Rule under this Section is intended to be for the
benefit of the Bondowners and shall be enforceable by the Bondowners, provided that the right to
enforce the provisions of this undertaking shall be limited to a right to obtain specific enforcement
of the City's obligations hereunder and any failure by the City to comply with the provisions of
this undertaking shall not constitute a default on the Bonds or give rise to the remedies described
in Article IX hereof.
Section 1103. Tax Covenants.
31
(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 federal income tax purposes of the interest on the Bonds and (2)
it will not use or permit the use of any proceeds of the 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 Bond. The
City will also 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 Bond will
remain excludable 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 Bond 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 the Arbitrage Instructions. This covenant shall survive payment in full or
defeasance of the Bonds. The Arbitrage Instructions may be amended or replaced if, in the
opinion of Bond Counsel, 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 covenants and agrees that it will not use any portion of the
proceeds of the Bonds, including any investment income earned on such proceeds, directly or
indirectly, (1) in a manner that would cause any Bond to be a "private activity bond" (other than a
qualified §501(c)(3) bond) within the meaning Of Section 141(a) of the Code, or (2) to make or
finance a loan to any person who is not an organization described in Section 501(c)(3) of the
Code. For purposes of the preceding sentence, a loan to an organization described in Section
501(c)(3) of the Code for use with respect to an unrelated trade or business, determined
according to Section 513(a) of the Code, constitutes a loan to a person who is not an organization
described in Section 501(c)(3) of the Code.
(e) The City expects that the gross proceeds (as defined in the Code) will be
expended as follows: (a) at least 15% within 6 months, (b) at least 60% within 12 months, and
(c) 100% within 18 months.
(f) The City hereby designates the Bonds as "qualified tax-exempt obligations"
as defined in Section 265(b)(3) of the Code. In addition, the City hereby represents that:
32
(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 the calendar year in which the Bonds are issued 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 the calendar year in which the Bonds are issued, including the Bonds, in
excess of $10,000,000, without first obtaining an opinion of Bond Counsel that the designation of
the Bonds as a "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 (f).
(g) The foregoing covenants shall remain in full force and effect
notwithstanding the defeasance of the Bonds pursuant to Article X of this Ordinance or any other
provision of this Ordinance, until the final maturity of the Bonds.
Section 1104. Books, Records and Accounts. The City will install and maintain proper
books, records and accounts in which complete and correct entries will be made of all dealings
and transactions of or in relation to the Redevelopment Area and the Incremental Tax Revenues.
Said books shall be kept by the City according to standard accounting practices, and shall be open
at all reasonable times for inspection by the Registered Owner or Owners of 10% or more of the
principal amount of Bonds then Outstanding.
Section 1105. Notices, Consents and Other Instruments by Registered Owners. Any
notice, consent, request, direction, approval, objection or other instrument required by this
Ordinance to be signed and executed by the Registered Owners may be in any number of
concurrent writings of similar tenor and may be signed or executed by such Registered Owners in
person or by agent appointed in writing. Proof of the execution of any such instrument or of the
writing appointing any such agent and of the ownership of the 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 the Bonds, the amount or amounts, numbers and
other identification of the Bonds, and the date of holding the same shall be proved by the
registration books of the City maintained by the Paying Agent.
33
In determining whether the Registered 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 Registered Owners
shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Bonds which the Registered Owners 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
Registered Owners the pledgee's right so to act with respect to such Bonds and that the pledgee is
not the City.
Section 1106. Further Authority. The officers of the City, including the Mayor, the
City Clerk and the City Treasurer, are hereby authorized and directed to execute all documents,
including without limitation an agreement with the Paying Agent, 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 action shall be conclusive evidence of such necessity
or advisability.
Section 110'7. Severability. If any section or other part of this Ordinance, whether large
or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the
other provisions of this Ordinance.
Section 1108. Governing Law. This Ordinance shall be governed exclusively by and
constructed in accordance with the applicable laws of the State.
Section 1109. Effective Date. This Ordinance shall take effect and be in full force from
and after its passage by the Board.
[The remainder of this page is left intentionally blank.]
34
PASSED by the Board of Aldermen this 17th day of August, 1999.
(Seal)
ATTEST:
ayor
35
EXHIBIT A
FORM OF BONDS
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (°DTC"), TO THE BOND REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered
No.
CITY OF RIVERSIDE, MISSOURI
TAX INCREMENT REVENUE BOND
(L-385 Levee Project)
Series 1999
Dated Date
Interest Rate Maturity Date
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
DOLLARS
CUSIP Number
Registered
THE CITY OF RIVERSIDE, MISSOURI, a fourth class city and 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 at the Interest Rate per annum shown above
(computed on the basis of a 360-day yeaz of twelve 30-day months), but solely from the source and in the manner
herein specified, 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 semi-annually on May 1 and November 1 in each yeaz, beginning on
May 1, 2000, until said Principal Amount has been paid.
The principal or redemption price of this Bond shall be paid by check or draft a[ maturity or upon eazlier
redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon
presentation and surrender of [his Bond a[ the principal corporate trust office of UMB Bank, N.A., in the City of
Kansas City, Missouri ([he "Paying Agent"). The interest payable on [his Bond on any interest payment date shall
be paid 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 [he record date for such interest, which shall be the fifteenth day (whether or not
a business day) of the month next preceding such interest payment date, (a) by check or draft mailed by the Paying
Agent to such Registered Owner at the address shown on the Bond Register, or (b) in the case of an interest
payment to any Registered Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic
transfer to such Registered Owner upon written notice given to the Paying Agent signed by such Registered Owner
not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions
A-1
including the bank (which shall be in the continental United States), ABA routing number and account number to
which such Registered Owner wishes to have such transfer directed. The principal 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 security or benefit
under the Ordinance until the Certificate of Authentication hereon has been executed by the Paying 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 this Bond have existed, happened and been performed
in due time, form and manner as required by law, and that before [he issuance of this Bond, provision has been
duly made for [he collection and segregation of the Incremental Tax Revenues and for the application of the same
as provided in the Ordinance.
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.
CERTIFICATE OF AUTHENTICATION
CITY OF RIVERSIDE, MISSOURI
This Bond is one of the Bonds
of the issue described in the
within-mentioned
Ordinance. BY~
Mayor
Registration Date:
(Seal)
UMB BANK, N.A.,
Paying Agent ATTEST:
Authorized Officer or Signatory City Clerk
A-2
(FORM OF REVERSE SIDE OF BOND)
ADDITIONAL PROVISIONS
This Bond is one of a duly authorized series of bonds of the City designated "Tax Increment Revenue
Bonds (L-385 Levee Project), Series 1999" aggregating the principal amount of $1,400,000 (the "Bonds"). The
Bonds aze being issued for the purpose of (1) paying certain Redevelopment Project Costs to be incurred by the
City and/or the District in connection with said Redevelopment Plan, and (2) paying the costs of issuing the Bonds.
The Bonds aze being issued under the authority of and in full compliance with [he Constitution and laws of the
State of Missouri, including particularly Sections 99.800 to 99.865, inclusive, of the Revised Statutes of Missouri,
as amended, and pursuant to an ordinance duly adopted by the governing body of the City ("Ordinance").
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in
the Ordinance.
At the option of the City, Bonds may be called for redemption and payment prior to maturity [hereof on or
before May 1, 2003, in whole at any time at the redemption price equal to 102% of the principal amount thereof
plus accrued interest to the redemption date.
At the option of the City, Bonds may be called for redemption and payment prior to the maturity thereof
on May 1, 2009, and thereafter in whole or in part at any time at the redemption price equal to 100% of the
principal amount thereof plus accrued interest to the redemption date.
Bonds maturing on May 1, 2014, aze subject [o mandatory redemption and payment prior to maturity
pursuant to the mandatory redemption requirements of the Ordinance on May 1, 2001, and on each May 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 mail at least 30 days prior to the redemption date, to the original purchaser of [he Bonds and
each Registered Owner of each of the Bonds to be redeemed at the address shown on the Bond Register or at such
other address furnished in writing by such Registered Owner to the Paying Agent. Notice of redemption having
been given as aforesaid, the Bonds or portions of Bonds 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 defaults in the
payment of the redemption price) such Bonds or portions of Bonds shall cease to beaz interest.
The Bonds aze special obligations of the City payable solely from and secured as to the payment of
principal and interest by (a) a pledge of Payments in Lieu of Taxes and (b) subject to annual appropriation,
Economic Activity Tax Revenues. The Payments in Lieu of Taxes and, subject to annual appropriation, Economic
Activity Tax Revenues aze collectively referred to herein as the Incremental Tax Revenues.
THE BONDS STAND ON A PARITY WITH RESPECT TO THE PAYMENT OF PRINCIPAL AND
INTEREST FROM THE INCREMENTAL TAX REVENUES AND IN ALL OTHER RESPECTS WITH THE
TAX INCREMENT REVENUE BONDS (L-385 LEVEE PROJECT), SERIES 1998 ISSUED IN THE ORIGINAL
PRINCIPAL AMOUNT OF $1,000,000 (THE "SERIES 1998 BONDS") AND ANY OTHER PARITY BONDS
HEREAFTER ISSUED IN ACCORDANCE WITH THE PROVISIONS OF THE ORDINANCE AND THE
SERIES 1998 ORDINANCE. Under the conditions set forth in the Ordinance and the Series 1998 Ordinance, the
City has the right to issue additional bonds, including additional parity bonds, payable from the same source and
secured by the same revenues as the Bonds and the Series 1998 Bonds; provided, however, [ha[ 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 and the Series 1998 Ordinance.
The [axing power of the City is not pledged to the payment of the Bonds either as to principal or interest.
The Bonds shall not constitute a general obligation of the City, nor shall they constitute an indebtedness of the City
A-3
within the meaning of any constitutional or statutory provision, limitation or restriction. 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 Incremental Tax Revenues to pay the Bonds, the nature and extent of the
security for the Bonds, the rights, duties and obligations of the City with respect thereto, and [he rights of the
Registered Owners thereof.
The Bonds aze issuable in the form of fully registered Bonds without coupons in the denominations of
$100,000 or any integral multiple of $5,000 in excess thereto.
The Bonds are being issued by means of a book-entry system with no physical distribution of bond
certificates to be made except as provided in the Ordinance. One Bond certif-ica[e with respect to each date on
which the Bonds aze stated to mature or with respect to each form of Bonds, registered in [he nominee name of the
Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized
in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's
participants, beneficial ownership of the Bonds in authorized denominations pursuant to the Ordinance being
evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the
Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository
and its participants. The City and the Paying Agent will recognize the Securities Depository nominee, while the
registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of,
and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal,
interest and any redemption premium payments to pazticipants of the Securities Depository, and transfer of
principal, interest and any redemption premium payments [o beneficial owners of the Bonds by participants of the
Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners.
The City and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining,
supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee,
its participants or persons acting through such participants. While the Securities Depository nominee is the owner
of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium,
if any, and interest on this Bond shall be made in accordance with existing arrangements among the City, the
Paying Agent and the Securities Depository.
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE
OF A SUCCESSOR SECURITIES DEPOSITORY.
This Bond may be transferred or exchanged, as provided in the Ordinance, only on the Bond Register
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 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 [his
Bond is registered on the Bond Register 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.
A-4
LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Armstrong Teasdale LLP and
Gilmore & Bell, P.C., Co-Bond Counsel, which was dated and issued as of the date of original issuance and
delivery of such Bonds:
City Clerk
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 [o transfer [he 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 [he Registered Owner as it appeazs upon the
face of the within Note in every particular.
Signature Guaranteed By:
(Name of Eligible Guarantor Institution as defined by SEC
Rule 17 Ad-15 (17 CFR 240.17 Ad-15))
By:_
Title:
A-5
EXHIBIT B
~F~x io~,+nno s~
DRAFT N0.1, AUGUST 12,19~M
FOR DISCUSSION P1JItPOSFS ONLY
$1,315,000 MISSOURI
CITY OF RNERSIDE,
TAX INCREMENT REVENUE BONDS
(L•385 SEV~ 999 JECT)
August,^,1999
BOt`ID AURCHAcF erREEMENT
Board of Aldermen
City of Riverside, Missouri
4500 High Drive
Riverside, MO 64168
Ladies and Gentlemen;
On the basis of tntained in thisr Bond Purchase Agreement, theaundeps gnehd,
terms and conditions co
Kirkpatrick Pettis, hereb nc ga®amount of Tax netlem rnt Revenue 6ondSritseries 1999
$1,315,000 aggregate pr P ~~ of Riverside. Missouri (the
(L-385 Levee Project) (the Bonds) to be issued by City
~~~~~), The Bonds will ust 17 u1999, by thetCity sOBoa d of A dermen, and willtbe
"Ordinance") Passed on Aug
payable solely from Bond feb ~ ~eq eem re s) nThe proceeds of the Bonds w I be
earnings thereon (subject ect Costs (as defined in the Ordinance) to
used to (1) fund certain Redevelopment Proj
be incurred by the City and/or the pistrict in connection with the Redevelopment Plan,
and (2) pay the costs of issuing the Bonds.
The Bonds and the interest thereon are limited obligations of the City, payable
solely from Bond proceeds, the IncrementaThe 6Bonds shall not oonst ute to debit or
thereon (subject to rebate requirements). u olitical
obligation of theeof Wirth nhthe meaning o'f any state consttu Tonal prov sionhorrs{atutory
subdivision they
limitation and shall not con I subd visioen the~eof.eThel ssuance of the Bonds shlall noti
State or of any other politics
directly, indirectly or contingently, obligate the City, the State or any other po i ica
I-1
subdivision thereof to levy any form of taxation therefor or to make any appropriation for
their payment.
The Bonds shall mature on the dates, in the years and in the amounts and shall
bear interest all as described in the Official Statement.
This offer is made subject to your acceptance of this Bond P 1999Se Upon your
on or before 5:00 p.m., Central Daylight Time, on August ~ ou and the
acceptance of the offer, the following agreement will be binding upon y
Underwriter.
The words and temis used herein shall have the respective meanings ascribed
to them in the Ordinance unless some other meaning is plainly indicated.
The words "Transaction Documents" when used herein s thi mBond~nPurchase
and collectively, the following: the Bonds; the Ordinance;
Agreement; the Preliminary Official Statement; the Official Statement; and any and all
other documents or instruments that evidence or are a part of the transacti the r Offic al
to herein or in the Official Statement or contemplated hereby or by
Statement; provided, however, that when the words 'TransactioonvDocou Performance of
in the context of the authorization, execution, delivery, app
Transaction Documents by a parry hereto, the same shall mean only those Transa o°a
Documents that provide for or contemplate authorization, execution, delivery, app
or performance by such party.
1, Purchase of the Bonds. Upon the to ecstNedreoreselntationsfwarranties
and on Sched a 1, and upon the basis. of the resp P
and covenants herein to ell all but not ess than all) of the Bonds atarpurchase price
Issuer hereby agrees
of $ which is equal to the aggregate principal amount of the Bonds11999
an underwr'rtr's discount of $ ,plus accrued interest to August
in the amount of $_,•
2, public Offerinst, The Underwriter intends to sell all of the Bonds at not
in excess of the offering price or ever that the Underwrite maY subsequentlyechan9e
made a part hereof; provided, how ,
such offering price or prices.
The Bonds shall be in the amounts, bear interest at the rates, mature on the
dates (including sinking fund redemption) and be subject to optional redemption, all as
specified in S ed a I.
g, Official Statement. The City hereby agrees to deliver within seven
business days after the date hereof, the Official State and all exh'bits, appendices.
relating to the Bonds (which, together with the cover pag ,
maps, pictures, diagrams, reports and statements included therein or attached thereto
I-2
and any amendments and supplements that may be authorized for use with respect to
the Bonds are herein called the Official Statement") to be executed on behalf of the
City by duly authorized officers in such quantity that the Underwriter may request to
enable the Underwriter #o provide the Official Statement to potential customers and to
comply with any rules of the Municipal Securities Rulemaking Board and the Securities
and Exchange Commission. The City hereby deems the information contained in the
Preliminary Official Statement regarding the City to be "final" as of ~ su h~ as offer nor
the omission of such information as is permitted by Rule 15c2-12(b)( ), 9
prices, interest rates, selling compensation, aggregate principal amount; principal per
maturity, delivery dates, and other terms of the Bonds depending on such matters.
The City consents to the use by the Underwriter (subject to its right to withdraw
rior to the date Upon
such consent for cause by written notice to the Underwriter), p
which the Official Statement is executed and available for distribution, of the Preliminary
Official Statement dated July 27, 1999 (the "Preliminary Official Statement"), in
connection with the proposed offering of the Sonds.
4, Ci 's Re r sentations and Warranties. The City hereby represents
and warrants to the Undenrriter that;
(a) The City is a political subdivision of the State of Missouri,
duly authorized by the laws of the State of Missouri,
including particularly the Real Proper Tax Increment
Allocation Redevelopment Act, Section 99.800 et seg„ of
the Revised Statutes of Missouri, 1994, as amended (the
"Act°), (i) to issue, sell and deliver the Bonds for the
purposes set forth herein, and (ii) to enter into and perform
its obligations under the Transaction Documents.
(b) Prior to the Closing, the City shall have duly authorized all
necessary action to be taken by it for: (i) the issuance and
sale of the Bonds upon the terms set forth herein and in the
Official Statement; (li) the approval, execution, delivery. and
receipt by the City of the Bonds, the Transaction
Documents, and any and all such .other agreements and
documents as may be required to be executed, delivered
and received by the City in order to cant' out, give effect to,
and consummate the transactions contemplated hereby and
by the Official Statement, and (iii) the approval of the use of
the OfFcial Statement.
(c) Except as may be described in the Official Statement, there
is no action, suit, proceeding, inquiry or investigation at law
or in equity or before or by any public board or body pending
or, to the knowledge of the City, threatened against or
affecting tha City, or any meritorious basis therefor, wherein
I-3
an unfavorable decision, ruling or finding could have a
material and adverse effect on the transactions
contemplated by the Transaction Documents or on the
validity or enforceability in accordance with their respective
terms of the Transaction Documents or any other agreement
or instrument to which the City is a party or by which it is or
may be bound or would in any way contest the existence or
powers of the City. '
(d) Any certificate signed by any authorized officer or agent of
the City shall be deemed a representation and warranty by
the City to such parties as to the statements made therein.
(e) At the time of the Closing, no notification of or filing with, or
consent or approval of any governmental agency or entity
will be required with respect to the transactions to be taken
by the City contemplated by the Official Statement, which
has not been made or obtained, as the case may be, except
for filings or registration required under Federal or state
securities laws. The financing as contemplated by the
Official Statement is consistent with and does not violate or
conflict with the terms of any various consents, approvals or
findings of non-reviewability of any such agencies or entities
heretofore obtained.
(f) The Bonds when executed, issued, authenticated, delivered
and paid for as provided herein and in the Ordinance and
the Transaction Documents to which the City is a party,
when executed will have been duly authorized and issued
and will constitute valid and binding obligations of the City
enforceable in accordance with their terms (subject to any
applicable bankruptcy, reorganization, insolvency,
moratorium or other law or laws affecting the enforcement of
creditors' rights generally or against political subdivisions
such as the City from time to time in effect and further
subject to the availability of equitable remedies).
(g) The execution and delivery by the City of this Bond
Purchase Agreement, the Bonds and the other Transaction
Documents contemplated hereby and by the Official
Statement to be executed and delivered by the City, and
compliance with the provisions thereof, and the approval of
the use of the Official Statement do not conflict with or
constitute on the part of the City a breach of or a default
under any existing law, court or administrative reogul otther
decree, order, agreement, order, mortgag ,
I-4
instrument by which the City is or may be bound.
(h) The proceeds of the sale of the Bonds will be used by the
City solely (i) to finance or reimburse the Redevelopment
Project Costs and (ii) to pay costs of issuance of the Bonds.
5, Closin Prior to or at 12:00 noon, Central Daylight Time, on August 25,
1999 or at such other time or such other date as shall have been mutually agreed upon
by the City and the Underwriter (the "Closing Time"'), the City will deliver, or cause to be
delivered, to the original purchaser(s) thereof, the Bonds, in definitive form duly
executed and authenticated by the Bond Registrar together with the other documents
hereinafter mentioned; and the Underwriter will accept such delivery and pay the
purchase price of the Bonds by delivering to the City by wire transfer of funds
immediately available in Riverside, Missouri In an amount equal to the purchase price
less the Underwriter's discount plus any accrued interest,
Payment far and delivery of the Bonds as aforesaid shall be made in Kansas
City, Missouri and New York, New York, respectively. Such payment and delivery is
herein called the "Closing." The Bonds will be delivered as book-entry Bonds in fully
registered form, and in such amounts as the Underrwriter may request not less than five
(5) business days prior to the Closing, and will be made available for checking by the
Underwriter at such place as the City and the Trustee shall agree not less than twenty-
four (24) hours prior to the Closing.
It is anticipated that CUSIP identification numbers will be printed on the Bonds,
but neither the failure to print such numbers on any Bond nor any error in the printing of
such numbers shall constitute cause for a failure or refusal by the Underwriter to accept
delivery of and pay for any Bonds,
6. Events Permittins~ Underwriter To Terminate. The Underwriter shall
have the right to cancel their opligation hereunder rf between the date hereof and the
date of the Closing, (i) .any action or events shall have occurred or transpired,. any of
which has the purpose or effect, directly or indirectly, of materially. adversely affecting
the market for the Bonds or the ability of the Underwriter to :enforce contracts for the
.sale of the Bonds at the contemplated offering price, or (ii) there shall exist any fact or
any event shall have occurred which in the opinion of the Underwriter cannot be cured
by amendment or supplementation of the Official Statement and which either (A) makes
untrue or incorrect any statement of a material fact or material information contained in
the Official Statement as then amended or supplemented or (B) is not reflected in the
Official Statement as then amended or supplemented but should be reflected therein in
order to make the statements and information contained therein in light of the
circumstances under Which made not misleading in any material respect or (iii) there
shall have occurred any outbreak of hostilities or any national or international calamity
or crisis, including a financial crisis, the effect of which on the financial markets of the
United States being such as would materially adversely affect the market for the Bonds
or the ability of the Underwriter to enforce contracts for the sale of the Bonds at the
I-5
contemplated offering prices, or (iv) there shall be in force a general suspension of
trading on the New York Stock Exchange or a general banking moratorium shall have
been declared by Fed a United States sesu boas wou d~tm ter ally adversely affect the
financial markets of th
market for the Bonds or the ability of the Underwriter vo an ° evenotnshallshavehoccurred
the Bonds at the contemplated offering prices, or () of the Bonds by the City as
which adversely affects the issuance and delivery
contemplated by the Transaction Documents.
Conditions to Closing. The obligations hereunder of each party hereto
7.
shall be subjee (Ihe~eunder at and prior to the CloSang1eTime,h('i) t s hecaccu alcy in all
to be perform d
material respects of the representations and warranties herein of the other parties as o
the date hereof and as of they C~oa~g a mop arties~Iheretohor otherVentitiesnof such
including the delivery by the app p. P ~y P
documents as are enumerated herein:
(a) At the Closing Time (i) the Transaction Documents shall
have been authorized, executed and delivered, and shall not
have been amended, modified or supplemented except as
may have been agreed to in writing by the Ciry and the
Underwriter, the Closing in all events, however, to be
deemed such approval (ii) the proceeds of the sale of the
Bonds shall have been deposited and applied as described
in the Ordinance and the Official Statement, and (iii) th® City
shall have duly adopted and there shall be in full force and
effect such ordinances and resolutions, in the opinion of
Armstrong Teasdale LLP, Kansas City, Missouri (herein
called "Bond Counsel") and Gilmore &. Bell, Kansas City,
Missouri (herein called "Co-Bond Counsel"), shall be
necessary in connection with the transactions contemplated
hereby.
(b) At or prior to the Closing Time, the City shall have
authorized and executed the Transaction Documents to
which it is a party.
(c) At or prior to the Closing Time, the Underwriter and the City
shall have received counterparts, copies or certified copies
(as appropriate) of the following documents in such number
as shall be reasonably required:
(1) The approving opinion of Bond Counsel, dated
the date of Closing, addressed to the City and
the Underwriter and the supplemental opinion
of Bond Counsel and Co-Bond Counsel dated
I-6
the date of Closing, addressed to the City and
the Underwriter, each in a form satisfactory to
the City and the Unden+vriter..
(2) The opinion of counsel to the City, dated the
date of Closing, addressed to the City and the
Underwriter in form satisfactory to Bond
Counsel and to counsel to the Underwriter.
(3) A certificate of the City dated the date of
Closing signed by an official of the City in form
satisfactory to Bond Counsel and to counsel to
the Underwriter.
(4) The Official Statement approved on behalf of
the City by an authorized official and approved
as to use by the City.
(5) Each of the Transaction Documents duty
executed by the parties thereto.
(6) Other certificates listed on a closing agen6ond
be approved by counsel to the City,
Counsel, Co-Bond Counsel and counsel to the
Underwriter, including any certificates or
representations of the City required in order for
Bond Counsel and Co-Bond Counsel to deliver
the opinions referred to above.
(7) Such additional legal opinions, certificates,
proceedings, instruments and other documents
as Bond Counsel, Co-Bond Counsel or
counsel for the City or the Underwriter may
reasonably request to evidence. compliance
with all legal requirements, the truth .and
accuracy, as of the Closing, of the
representations herein and the due
performance or satisfaction of all agreements
then to be performed and all conditions then to
be satisfied.
Unless performance is waived by the patty or parties for whose benefit a
condition or obligation is intended, if any person shall be unable to satisfy the above
conditions to the obligations of any party to this Bond Purchase Agreement, or if the
obligations hereunder of any party shall be terminated for any reason permitted by this
Bond Purchase Agreement and unless otherwise waived, this Bond Purchase
I-7
Agreement shall terminate and neither the City nor the Underwriter shall be under
further obligation hereunder; except that the respective obligations to indemnify and pay
expenses, as provided in Sections 10 and 11 hereof, shall continue in full force and
effect.
8. _Conditions To the Oblislations of the City. The obligations of the City
hereunder are subject to the performance by the Underwriter of its obligations
hereunder.
9. Survival of Represaptations Warranties and Agreements. All
representations, warranties and agreements of the City and the Underwriter,
respectively, shall remain operative and in full force and effect, regardless of any
investigations made by or on behalf of any other party and shall survive the Closing.
The obligations of the City and the Underwriter under Sections 10 and 11 hereof shall
survive any termination of this Bond Purchase Agreement for so long as there are
Bonds outstanding.
10. Indemni Bold armless And Contribution.
(a) City. The City agrees, to the extent permitted by law, to indemnify and
hold harmless the Underwriter, each member, officer or employee of the Underwriter
and each person, if any, who has the power, directly or indirectly, to direct or cause the
direction of the management and policies of the Underwriter (collectively in this
subsection la) called the "Indemnified Parties"), from and against any and all losses,
claims, demands, damages, liabilities or expenses whatsoever caused by (i) any breach
of the City's undertakings in Section 4(b) of this [3ond Purchase Agreement or other
representations of the City contained herein; or (ii) any untrue or misleading statement,
of a material fact contained in the Official Statement or caused by any omission, from
the Official Statement of any material fact required to be stated or necessary in order to
make the statements made therein, in the light of the circumstances under which they
were made, not misleading, insofar as such statements appear in, or matter omitted
pertains to material appearing in, any section of the Official Statement which. either:. (A)
was prepared from .information famished by the City or its agents (including, without
limitation its attorneys, accountants or consultants); or (B) is described in Section 4(l~1
hereof; provided, however, that the foregoing indemnification shalt not apply to losses,
claims, demands, damages, liabilities or expenses caused by violations of federal or
state securities laws or resulting ftom the negligence or willful misconduct of any
Indemnified Party.
In case a claim shall be made or any action shall be brought against one or more
of the Indemnified Parties in respect of which indemnity can be brought against the City
pursuant to the preceding paragraph, the Indemnified Parties shall promptly notify the
City in writing, and the City shall promptly assume the defense thereof, including, with
the consent of the Underwriter, the employment of counsel, the payment of all
expenses and the right to negotiate and consent to settlement. Any one or more of the
Indemnified Parties shall have the right to employ separate counsel with respect to any
I-8
pursuant to the Act, by statute, wrtud~~ ~~ ~"'~"""- `-
called the "Indemnified Parties") from and against any and all losses, claims, deman s,
damages, liabilities or expenses whatsoever caused by (i) the breach of this Bond
Purchase Agreement by th he OfficaltSt tementyorncaused by lany~omiss'-on, tot state
material fact contained in t
therein a material fact r ngthe d h° of the tc rcumstances urnder which they arekmade,
statements made therein, 9
not misleading, insofar assns of the Official Statement undett the capt on,eo awhich
material appearing in sectio Baring in "Underwriting of the Bonds", or
contains information regarding the material app
respecting the Underwriter oanheand allpo ses~claimst demandssdamagesetiabilites
Bonds, and from and against y
or expenses caused by a ~ derwriter,morleany b oker,fadealerrn salesman agentloor
oral or written, of the n
representative of it in conneOffcial Statement o the Otffic al St tementS~ other than as
contained in the Preliminary _
such claim or in any such action and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or
Indemnified Parties unless the employment of such counsel has been specifically
authorized by the City or, in the opinion of City's counsel, there is a conflict of interest
which would prevent counsel for the City from adequately representing both the City
and the Indemnified Parties. The City shall not be liable for any settlement of any such
action effected without its consent, but if settled with the consent of the City or if there
be a final judgment for the plaintiff in any such action which the City is required
hereunder to assume the defense of, the City agrees to indemn ban easonhof such
the Indemnified Parties from and against any loss or liability y
settlement or judgment.
(b) underwriter. The Underwriter agrees to indemnify+ and hold harmless the
City, its, officers and employees and each person, if any, who has the power, directly or
indirectly, to direct or cause the direction of the management and policies of the City
pursuant to the Act, by statute, contract or otherwise (collectively in this subsection (bl
called the "Indemnified Parties") from and against any and all losses, claims, demands,
damages, liabilities or expenses whatsoever caused by (i) the breach of this Bond
Purchase Agreement by the Underwriter or (ii) any untrue or misleading statement, of a
material fact contained in the Official Statement, or caused by any omission, to state
therein a material fact required to be stated therein or necessary to make the
statements made therein, in the light of the circumstances under which they are made,
not misleading, insofar as such statements appear in, or matter omitted pertains to
material appearing in sections of the Official Statement under the caption, or which
contains information regarding the material appearing in "Underwriting of the Bonds", or
respecting the Underwriter or the principal amount, interest rates and prices of the
.Bonds, and from and against any and all losses, claims, demands, damages, liabilities
or expenses caused by any untrue or misleading material statement or representation,
oral or written, of the Underwriter, or any .broker, dealer, salesman, agent or
representative of it in connection with the initial marketing of the Bonds, other than as
contained in the Preliminary Official Statement or the Official Statement.
The Underwriter agrees to indemnify and hold harmless the Indemnified Parties
from and against any and all losses, claims, demands, damages, liabilities or expenses
caused by the failure of the Underwriter to comply with any registration or qualification
requirements applicable to the Underwriter or the Bonds in any securities or "Blue Sky"
law of any jurisdiction in which such registration or qualification is required; provided,
however, that the Underwriter shalt not be required so to indemnify and hold harmless
Indemnified Parties if the Underwriter fails to comply with such registration or
qualification requirements or furnishes inaccurate information in connection with such
registration requirements in reasonable reliance upon information furnished by the Ciry
or in reliance on the opinion of Bond Counsel.
l-9
In case any claims shalt be made or any action shall be brought against the
Indemnified Parties in respect of which indemnity can be sought against the Underwriter
pursuant to the preceding paragraphs, the Indemnified Parties shall promptly notify the
Underwriter in writing, and the Underwriter shall promptly assume the defense thereof,
including with the consent of the Indemnified Parties, the employment of counsel, the
payment of all expenses and the right to negotiate and consent to settlement. The
Indemnified Parties shall have the right to employ separate counsel in any such action
and to participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnified Parties unless the employment of such
counsel has been specifically authorized, in writing, by the Underwriter or in the opinion
of the Underwrites counsel there is a conflict of interest which would prevent counsel for
the Underwriter from adequately representing both the Underwriter and the Indemnified
Parties. The Underwriter shall not be liable for any settlement of any such action
effected without their written consent, but if such action is settled with the written
consent of the Underwriter or ff there be a final judgment for the plaintiff in any such
action with or without consent because of any action within the Underwriter s
responsibility, in each case as set forth above, taken or omitted to be taken, the
Underwriter agrees to indemnify and hold harmless the parties seeking indemnification
from and against any loss or liability by reason of settlement or judgment.
11. Expenses. If the Bonds are purchased by the Underwriter, the City shall
pay the following expenses incident to the performance of its obligations hereunder: (i)
the cost of the preparation, printing and distribution of the Transaction Documents (for
distribution on or subsequent to the date of execution of this Bond Purchase
Agreement) and a reasonable number of coples of the Preliminary Official Statement;
(ii) the cost of the preparation of the Official Statement, together with a reasonable
number of copies thereof; (iii) the fees and expenses of Bond Counsel, Co-Bond
Counsel, Underwriter's Counsel, City Attorney, Paying Agent, rating agency (if any) and
any other experts or consultants retained by the Underwriter; and (iv) any other charges
related to the issuance of the Bonds and not included in the Underwriter's discount. If
the Bonds are purchased by the Underwriter, the City shall also cause the Paying
Agent to pay out of the proceeds of the Bonds the Underwriter's discount.
The Underwriter shall pay: (i) all advertising expenses in connection with the
limited offering of the Bonds; and (il) all other internal expenses incurred by them or any
of them in connection with their offering and distribution of the Bonds.
12. Third Party Beneficiaries. The City agrees that the Underwriter is and
shall be a third party beneficiary of any and all representations and warranties made by
the Ciry in the Transaction Documents, to the same effect as if the City had made such
representations and warranties to the Underwriter in this Bond Purchase Agreement.
13. City's Oblis~ations Limited. Any other term or provision in this Bond
Purchase Agreement, in the Transaction Documents or elsewhere to the contrary
notwithstanding:
I-10
SCHEDULE
MATURITY SCHEDULE
MATURITY AM~ T
1 $ 10,000
2002 15,000
2003 30,000
2004 30,000
2005 50,000
2006 60,000
2007 85,000
2008 95,000
2009 115,000
2010 130,000
2011 160,000
2012 175,000
2013 000
360
2014 ,
INTEREST Pte=
J~c`T=-
""' Final Maturity
1999)
(Plus accrued interest ftom August
1-15