HomeMy WebLinkAbout1998-49 - Series 1998 TIF BondsORDINANCE NO. 98-49
OF THE
CITY OF RIVERSIDE, MISSOURI
PASSED MAY 19, 1998
$1,000,000
TAX INCREMENT REVENUE BONDS
(L-385 LEVEE PROJECT)
SERIES 1998
ORDINANCE NO.
INDEX
Paee
ARTICLE I DEFINITIONS ........ ..... .......... ...... .. . ... .. -2-
Section 101. Definitions of Words and Terms ................... ... -2-
ARTICLE II AUTHORIZATION OF BONDS ..................... .... . -8-
Section 201. Authorization of Bonds ........................... . -8-
Section 202. Description of the Bonds .......................... . -8-
Section 203. Designation of Paying Agent ....................... . -9-
Section 204. Method and Place of Payment of Bonds; Defaulted Interest .... . -9-
Section 205. Registration, Transfer and Exchange of Bonds ............ -10-
Section 206. Execution, Authentication and Delivery of Bonds ........... -11-
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds ........ ..... -12-
Section 208. Cancellation and Destruction of Bonds Upon Payment ........ -12-
Section 209. Sale of Bonds .............................. .. -12-
Section 210. Preliminary and Final Official Statement ................ -13-
Section 211. Book-Entry Bonds; Securities Depository ................ -13-
ARTICLE III REDEMPTION OF BONDS ............. ............. . -14-
Section 301. Optional Redemption .................... ........ -14-
Section 302. Selection of Bonds to Be Redeemed ................... -16-
Section 303. Notice and Effect of Call for Redemption ............... -17-
ARTICLE IV SECURITY FOR THE BONDS ......................... -18-
Section 401. Security for the Bonds ........................... -18-
Section 402. Pledge of Certain Funds .......................... -19-
Section 403. Economic Activity Tax Revenues ................ ... . -19-
Section 404. Limited Nature of Bonds .......................... -19-
ARTICLE V CREATION AND RATIFICATION OF FUNDS AND ACCOUNTS;
DEPOSIT AND APPLICATION OF BOND PROCEEDS .............. -20-
Section 501. Creation and Ratification of .Funds and Accounts ........... -20-
Section 502. Deposit of Bond Proceeds ......................... -20-
Section 503. Application of Moneys in the Project Fund .............. -21-
Section 504. Application of Moneys in the Bond Account .............. -21-
ARTICLE VI APPLICATION OF REVENUES ........................ -21-
Section 601. Collection of Incremental Tax Revenues ................ -21-
Section 602. Application of Moneys in the Special Allocation Fund ........ -21-
Section 603. Transfer of Funds to Paying Agent ................... -22-
Section 604. Payments Due on Saturdays, Sundays and Holidays ......... -23-
Section 605. Nonpresentment of Bonds ......................... -23-
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Section 606. Transfer of Funds Upon Payment of Bonds .............. -23-
Section 607. Application of Moneys in the Rebate Fund ............... -23-
ARTICLE VII DEPOSIT AND INVESTMENT OF MONEYS ... ............ -24-
Section 701. Deposits of Moneys .... ........... .......... .... -24-
Section 702. Investment of Moneys ........................... -24-
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 ................ -25-
Section 804. Refunding Bonds .............................. -26-
ARTICLE IX DEFAULT AND REMEDIES ........................ .. -26-
Section 901. Acceleration of Maturity Upon Default ......... ........ -26-
Section 902. Remedies ................................... -27-
Section 903. Limitation on Rights of Bondowners .................. -27-
Section 904. Remedies Cumulative ............................ -27-
Section 905. No Obligation to Levy Taxes ....................... -28-
ARTICLE X PAYMENT AND DISCHARGE; DEFEASANCE .............. -28-
Section 1001. Payment and Discharge .......................... -28-
Section 1002. Defeasance ................................. -28-
ARTICLE XI MISCELLANEOUS PROVISIONS ..................... .. -29-
Section 1101. Amendments ................................ -29-
Section 1102. Continuing Disclosure .......................... -30-
Section 1103. Tax Covenants . .............................. -31-
Section 1104. Books, Records and Accounts ...................... -32-
Section 1105. Notices, Consents and Other Instruments by Registered Owners -32-
Section 1106. Further Authority ............................. -33-
Section 1107. Severability ................................. -33-
Section 1108. Governing Law ............................... -33-
Section 1109. Effective Date ............................... -33-
EXHIBIT A FORM OF BONDS
EXHIBIT B BOND PURCHASE AGREEMENT
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BILL NO. 98-49
ORDINANCE NO. 98-49
AN ORDINANCE AUTHORIZING THE ISSUANCE OF TAX
INCREMENT REVENUE BONDS (L-385 LEVEE PROJECT), SERIES
1998, IN THE PRINCIPAL AMOUNT OF $1,000,000, OF THE CITY OF
RIVERSIDE, MISSOURI, FOR THE PURPOSE OF PAYING CERTAIN
REDEVELOPMENT PROJECT COSTS IN CONNECTION WITH THE
REDEVELOPMENT PLAN FOR THE L-385 REDEVELOPMENT AREA;
PRESCRIBING THE FORM AND DETAILS OF SAID BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY 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 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 ("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 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, the City has determined that it is necessary and desirable to adopt this
Ordinance in order to issue its Tax Increment Revenue Bonds, Series 1998 (the "Bonds"), in
the principal amount of $1,000,000, to (1) fund certain Redevelopment Project Costs to be
incurred by the District pursuant to the Fund 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;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN
OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Det"initions 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.
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"Authorized Denomination" means the principal amount of $100,000 or any integral
multiple of $5,000 in excess thereof.
"Bond Account" means the account by that name created by that name established
pursuant to Section 501 hereof.
"Bond Counsel" means Armstrong, Teasdale, Schlafly & Davis 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
1998, of the City, in the aggregate principal amount of $1,000,000, 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.
"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.
"Commission" the Tax Increment Financing Commission of Riverside, Missouri;
"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.
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"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 Area 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.
")handing 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.
"Government Obligations" means 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.
"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 and E of the Redevelopment Project I Area.
"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;
"Ordinance" means this Ordinance as from time to time amended in accordance with
the terms hereof,
"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 cancelled 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.
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"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, received by the City with respect to the Redevelopment Project I Area, other than
amounts paid under protest, which shall be deposited in the PILOTs 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 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
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(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 PILOTS 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.
hereof.
"Project Fund" means the fund by that name established pursuant to Section 501
"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 with
respect to which the governing body of the City has adopted tax increment financing.
"Redevelopment Project Area" means those redevelopment project areas with
respect to which the governing body of the City adopted tax increment fmancing pursuant to
the Act and the TIF Ordinances.
"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 Redevelopment Project I. Such costs include, but are not limited to, the following:
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(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.
"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 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 Areas, 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, fmancing, acquiring and constructing the Levee Project, all as further set forth in
the Funding Agreement.
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"Replacement Bonds" means Bonds issued to the beneficial owners of the Bonds in
accordance with Section 211(b) hereof.
"Securities Depository" means, initially, The Depository Trust Company, New York,
New York, and its successors and assigns.
"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 pucsuant 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' Ordinances" mean Ordinance Numbers 96-72,97-11,97-12,97-13 and 97-95.
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. There is authorized and dn•ected to be issued
a series of bonds of the City, designated "Tax Increment Revenue Bonds (L-385 Levee
Project), Series 1998" (the "Bonds") in the principal amount of $1,000,000, 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 May 1, 1998,
shall become due on May 1, 2013 (subject to optional and mandatory redemption prior to
Stated Maturity as provided in Article III hereof), and shall bear interest at a rate not to
exceed seven percent (7~) per annum with such actual interest rate being determined on the
date of closing on the Bonds as approved by the Mayor for and on behalf of the City, such
officer's signature on a certificate related thereto being conclusive evidence of the approval
thereof. 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, 1999.
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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.
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 duetted.
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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 15 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.
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 office of the Paying Agent,
the Paying Agent shall transfer or exchange any Bond for a new Bond of the same maturity
and in the same 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
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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.
At reasonable times and under reasonable regulations established by the Paying
Agent, the Bond Register may be inspected and copied by the Registered Owners (or a
designated representative thereof) of 10 % or more in principal amount of the Bonds then
Outstanding or any designated representative of such Registered Owners to be evidenced to
the satisfaction of the Paying Agent.
Section 206. Execution, Authentication and Delivery of Bonds. Each of the
Bonds, including any Bonds issued in exchange or as substitution for the Bonds initially
delivered, shall be signed by the manual or facsimile signature of the Mayor, attested by the
manual or facsimile signature of the City Clerk, and shall have the official seal of the City
affixed thereto or imprinted thereon. If any officer whose signature thereof appears on any
Bond ceases to be such officer before the delivery of such Bond, such signature thereof shall
nevertheless be valid and sufficient for all purposes, the same as if such person had remained
in office until delivery. Any Bond may be signed by such persons who at the actual time of
the execution of such Bond are the proper officers to sign such Bond although at the date of
such Bond such persons may not have been such officers.
The Mayor and City Clerk are authorized and directed to prepare and execute the
Bonds as hereinbefore specified, and when duly executed, to deliver the Bonds to the Paying
Agent for authentication.
The Bonds shall have endorsed thereon a certificate of authentication substantially in
the form set forth in Exhibit A, which shall be manually executed by an authorized officer or
employee of the Paying Agent, but it shall not be necessary that the same officer or
employee sign the certificate of authentication on all of the Bonds that may be issued
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hereunder at any one time. No Bond shall be entitled to any security or benefit under this
Ordinance or be valid or obligatory for any purpose until the certificate of authentication has
been duly executed by the Paying Agent. Such executed certificate of authentication upon
any Bond shall be conclusive evidence that such Bond has been duly authenticated and
delivered under this Ordinance. Upon authentication, the Paying Agent shall deliver the
Bonds to the Purchaser, upon payment of the purchase price of the Bonds.
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds. If (a) any mutilated
Bond is surrendered to the Paying Agent, or the City and the Paying Agent receive evider
to their satisfaction of the destruction, loss or theft of any Bond, and (b) there is delivered to
the City and the Paying Agent such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the City or the Paying Agent
that such Bond has been acquired by a bona fide purchaser, the City shall execute and upon
its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor
and principal amount.
If any such mutilated, destroyed, lost or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay
such Bond.
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 cancelled 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 cancelled 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
hereto as Exhibit B, under which the City agrees to sell the Bonds to the Purchaser at a
purchase price of 97.5 ~ 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.
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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 fmal 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 fmal 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.
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
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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 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, 2008, and thereafter in whole
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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 2013 (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:
Term Bonds Maturing May 1, 2013
year Principal
Amount
1999 10,000
2000 15,000
2001 15,000
2002 25,000
2003 30,000
2p04 40,000
2005 50,000
2006 60,000
2007 70,000
2008 80,000
2009 90,000
2010 110,000
2011 120,000
2012 135,000
2013* 150,000
*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 cancelled by the Paying Agent and not
theretofore applied as a credit against any redemption obligation under this Section. Each
Term Bond so delivered or previously purchased or redeemed shall be credited at 100 % of
the principal amount thereof on the obligation of the City to redeem Term Bonds of the same
Stated Maturity on such Redemption Date, and any excess of such amount shall be credited
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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.
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
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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.
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 cancelled and destroyed by the Paying Agent as provided herein and shall not be reissued.
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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 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 N
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, subject to annual
appropriation, the Economic Activity Tax Revenues 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, and
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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.
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 City covenants and agrees, subject to annual appropriation, that any sales taxes
withheld by the Missouri Department of Revenue in connection with use tax refunds will not
reduce the Economic Activity Tax Revenues pledged (subject to annual appropriation)
hereunder.
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.
Section 402. Pledge of Certain )F~nds. 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 payment of the Bonds.
Section 403. Economic Activity Tax Revenues. The City pledges, subject to annual
appropriation, the Economic Activity Tax Revenues 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 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
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PREMIUM, IF ANY, DUE UNDER THE BONDS. THE BONDS DO NOT
CONSTITUTE AN INDEBTEDNESS OF THE CITY OR THE STATE WITHIN THE
MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION OR
RESTRICTION.
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 the:
(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 Bond Account (the Bond Account").
(2) 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 1998
(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 and in the TIF Ordinances and in the Redevelopment Plan
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.
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:
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(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.
Withdrawals from the Project Fund shall be made only when authorized by the Funding
Agreement. After all costs incurred in connection with the issuance of the Bonds have been
paid, but in no event later than November 1, 1998, 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 REVENiJES
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, 1998, administer and allocate the moneys held in the PILOTS
Account and the Economic Activity Tax Account as follows;
(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.
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(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. With respect to all Incremental Tax Revenues other than 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 parity
lien bonds under the provisions of the parity lien ordinances. If parity bonds have been
issued, 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 issue, (i) to the Bond Fund 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 Fund and to any debt service fund(s) established in connection with any 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.
Section 603. Transfer of N~nds 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 the Bond Account
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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 Bond 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.
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 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
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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.
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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 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 or other long-term obligations payable out of 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; 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 parity 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 Special Allocation Fund and the Initial Projects Incremental Tax Revenues with
the Bonds, and the City may make equal provision for paying said additional bonds and the
interest thereon out of 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
contained shall prohibit or restrict the right of the City to issue additional bonds or other
revenue obligations for any lawful purpose in connection with the Special Allocation Fund
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related to Initial Projects 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 and Initial Projects Incremental Tax Revenues, provided 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 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 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 RF~nIES
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
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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 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,
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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.
ARTICLE X
PAI'MF.NT 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
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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 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 the 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.
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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.
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 fmancial 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 fmancial 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 Original 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
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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.
(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.
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(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:
(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 calendaz year in which the Bonds aze 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 fmal 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 similaz 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
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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.
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. Ftirther 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 1107. 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.]
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CERTIFICATE
I, the undersigned, City Clerk of the CITY OF RIVERSIDE, MISSOURI, hereby
certify that the above and foregoing constitutes a full, true and correct copy of Ordinance
No.~~duly passed by the governing body of the City at a meeting duly and regularly held
on May 19, 1998; that said Ordinance has not been modified, amended or repealed, and is in
full force and effect as of the date hereof; and that the same is on file in my office.
WITNESS my hand and official seal this ~ day of ~~~ ~~, 1998.
(5ea_l) City Clerk
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
(I--385 Levee Project)
Series 1998
Interest Rate
REGISTERED OWNER
PRINCIPAL AMOUNT:
Maturity Date Dated Date CUSH' Ntunber
May 1, 2013 May 1, 1998
CEDE & CO.
DOLLARS
Registered
THE CTI'Y 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, [he 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 year 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
year, beginning on May 1, 1999, until said Principal Amount has been paid.
The principal or redemption price of this Bond shall be paid by check or draft at maturity or upon
earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date
thereof, upon presentation and surrender of this Bond at the principal corporate trust office of UMB Bank,
N.A., in the City of Kansas City, Missouri (the "Paying Agent"). The interest payable on this Bond on any
interest payment date shall be paid to the person in whose name this Bond is registered on the registration books
maintained by the Paying Agent at the close of business on the record date for such interest, which shall be the
fifteenth day (whether or 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
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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 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 the issuance of this Bond,
provision has been duly made for the collection and segregation of the Incremental Tax Revenues and for the
application of the same as provided in the Ordinance.
IN WTTNESS 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:
UMB BANK, N.A.,
Paying Agent
(Seal)
ATTEST:
By:
Authorized Officer or Signatory City Clerk
(FORM OF REVERSE S[DE OF BOND)
ADDITIONAL PROVISIONS
This Bond is one of a duly authorized series of bonds of the City designated "Tax [ncrement Revenue
Bonds (L-385 Levee Project), Series 1998" aggregating the principal amount of $1,000,000 (the "Bonds"). The
Bonds are 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 are being issued under the authority of and in full compliance with the 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 thereof
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, 2008, 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, 2013, are subject to mandatory redemption and payment prior to maturity
pursuant to the mandatory redemption requirements of the Ordinance on May 1, 1999, and on each May 1
thereafter prior to maturity, at'a redemption price equal to 100 °k 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
the 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 bear interest.
The Bonds are special obligations of the City payable solely from and secured as to the payment of
principal and interest by (a) 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 are collectively referred to herein as the Incremental Tax Revenues.
Under the conditions set forth in the Ordinance, the City has the right to issue additional parity bonds
and other obligations payable from the same source and secured by the same revenues as the Bonds; provided,
however, that such additional bonds may be so issued only in accordance with and subject to the covenants,
conditions and restrictions relating thereto set forth in the Ordinance.
The taxing 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 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 the rights of the Registered Owners thereof.
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The Bonds are 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 certificate with respect to each date on
which the Bonds are stated to mature or with respect to each form of Bonds, registered in the 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 participants of the
Securities Depository, and transfer of principal, interest and any redemption premium payments to 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 [his 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
SECURTTIES DEPOSTTORY OR TO A SUCCESSOR SECURTTIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURTTIES DEPOSTTORY.
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
this 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.
-4-
LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Armstrong, Teasdale,
Schlafly & Davis, and Gilmore & Bell, P. C., Bond Counsel, which was dated and issued as of the date of
original issuance and delivery of such Bonds: -
~/
~i~C.Qi~ ~1Cx~i~~-~~/-
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 to transfer the within Bond on the books kept by the Paying Agent for the registration thereof, with full
power of substitution in the premises.
NOTICE: The signature to this assignment must correspond
with the name of the Registered Owner as it appears 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-IS (17 CFR 240.17 Ad-15))
By:
Title:
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EXHIBIT B
BOND PURCHASE AGREEMENT
-1-
BOND PURCHASE AGREEMENT
BETWEEN
THE CITY OF RIVERSIDE, MISSOURI
KIItKPATRICK PETTI5
KANSAS CITY, MISSOURI
DATED AS OF MAY 1, 1998
$1,000,000
TAX INCREMENT REVENUE BONDS
(L-385 LEVEE PROJECT)
SERIFS 1998
BOND PURCHASE AGREEMENT
On the basis of the representations, warranties and covenants and upon the terms
and conditions contained in this Bond Purchase Agreement, Kirkpatrick Pettis, Kansas
City, Missouri (the "Underwriter"), and not as fiduciary or agent for the City of
Riverside, Missouri (the "City"), offers to enter into this Bond Purchase Agreement
regarding the $1,000,000 principal amount of Tax Increment Revenue Bonds (L-385
Levee Project), Series 1998 (the "Bonds"), to be issued by the City under and pursuant
to an Ordinance to be adopted by the governing body of the City on May _, 1998
(the "Ordinance"). All capitalized terms not specifically defined shall have the same
meaning as defined in the Ordinance.
Section 1. Placement, Sale and Delivery of the Bonds. On the basis of the
representations, warranties and covenants herein and in the other agreements referred
to, and subject to the terms and conditions set forth herein, the Underwriter agrees to
use its best efforts to purchase from the City and the City hereby agrees to sell to the
Underwriter all of the $1,000,000 principal amount of the Bonds at a purchase price of
$975,000. For its placement services the Underwriter shall receive a placement fee
equal to two and one-half percent (2.5 %) of the aggregate principal amount of the
Bonds.
The Bonds shall be issued under and secured as provided in the Ordinance and
the Bonds shall have the maturities and interest rates as set forth in the Official
Statement, as defined herein.
The Bonds are being issued for the purpose of providing funds to (a) pay a
portion of certain Redevelopment Project Costs to be incurred by the City and/or the
Riverside-Quindaro Bend Levee District of Platte County, Missouri (the "District"), in
connection with the redevelopment plan entitled "L-385 Redevelopment Plan," adopted
pursuant to Resolution No. 96-06-01 of the City, as such plan is amended from time to
time, (the "Redevelopment Plan") and (b) pay the costs of issuing the Bonds.
The Bonds are available in book-entry form only, in the denominations of
$100,000 or any integral multiple of $5,000 in excess thereof. When issued, the Bonds
will be registered in the name of Cede & Co., as registered owner and nominee for The
Depository Trust Company ("DTC"), New York, New York. DTC will act as
securities depository for the Bonds. Purchasers will not receive certificates
representing their interest in Bonds purchased.
Principal of and interest on the Bonds will be paid from moneys available
therefor under the Ordinance by UMB Bank, N.A., Kansas City, Missouri, as paying
agent and bond registrar. Interest on the Bonds will be payable on each May 1 and
November 1, beginning May 1, 1999 (each an "Interest Payment Date") to the persons
who are Registered Owners of the Bonds as of the close of business on the first (19~ day
(whether or not a Business Day) of the calendar month of such Interest Payment Date
(the "Record Date").
Payment for the Bonds shall be made in immediately available federal funds to
the order of a financial institution designated by and for the City's account. The
delivery of the Bonds shall be made in definitive form, bearing CUSIP numbers
(provided neither the printing of a wrong number on any Bond nor the failure to print a
number shall constitute cause to refuse delivery of any Bond) as fully registered bonds
(in such denominations as the purchaser shall specify in writing at least forty-eight (48)
hours prior to Closing Time). The Bonds registered in the name of Cede & Co. for
delivery in New York, New York, shall be available at least twenty-four (24) hours
prior to the Closing and at Closing shall be delivered to the registered owner.
Section 2. Representations and Agreements. By the City's acceptance, the
City represents to and agrees with, the Underwriter that:
(a) The City is a fourth-class city and political subdivision organized under
the laws of the State of Missouri. The City is authorized pursuant to the
Constitution and laws of the State of Missouri, to issue the Bonds for the
purposes as set forth hereinabove.
(b) The Bonds shall be limited obligations of the City, payable solely from
Bond proceeds, Incremental Tax Revenues and other moneys pledged
thereto, as provided in the Ordinance. Incremental Tax Revenues consist
of PILOTS and Economic Activity Tax Revenues, as defined in the
Ordinance, generated from the Redevelopment Project Area I only, as
defined in the Ordinance. The portion of Incremental Tax Revenues
consisting of Economic Activity Tax Revenues is subject to annual
appropriation by the City. The Bonds do not constitute a debt of the
City, the State of Missouri or any political subdivision thereof, and do
not constitute an indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction. The issuance of the Bonds shall
not, directly, indirectly or contingently, obligate the City, the State of
Missouri or any political subdivision thereof to levy any form of taxation
therefor or to make any appropriation for their payment.
7118.00126553.1 -2-
(c) The City has complied with all provisions of the Constitution and laws of
the State of Missouri and has full power and authority to consummate all
transactions contemplated by this Bond Purchase Agreement, the Bonds,
the Ordinance and any and all other agreements.
(d) The City has or will prior to Closing Time, authorize all necessary
action to be taken by the City for (i) the issuance and sale of the Bonds
upon the terms set forth, the Ordinance, the Preliminary Official
Statement dated as of May 15, 1998 and the final Official Statement
(collectively, the "Official Statement"); (ii) the approval of the Official
Statement and the execution of the Official Statement by the Mayor of
the City; (iii) the deposit of funds pursuant to the Ordinance; (iv) the
execution, delivery, receipt and due performance of this Bond Purchase
Agreement, the Bonds, 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 carry out, give effect to and consummate the
transactions contemplated and by the Ordinance and Official Statement;
and (v) the carrying out, giving effect to and consummation of the
transactions contemplated by this Bond Purchase Agreement, the Bonds
and the Official Statement. Executed counterparts of the Ordinance and
signed copies of the Official Statement will be delivered to the
Underwriter by the City at the Closing Time.
(e) There is no action, suit, proceeding, inquiry or investigation at law or in
equity or before or by any court, public board or body pending or, to the
City's knowledge, threatened against or affecting the City (or, to the
City's knowledge any basis therefor) within an unfavorable decision,
ruling or finding would adversely affect the transactions contemplated or
by the Official Statement or the validity of this Bond Purchase
Agreement, the Bonds, the Ordinance or any agreement or instrument to
which the City is a party and which is used or contemplated for use in
the consummation of the transaction contemplated or by the Official
Statement.
(f) The execution and delivery of the Official Statement, this Bond Purchase
Agreement, the Bonds and other agreements contemplated and by the
Official Statement, and compliance with the provisions, will not conflict
with, or constitute on the City's part a breach of or a default under, any
existing law, court or administrative regulation, decree or order or any
agreement, indenture, mortgage, lease or other instrument to which the
City is subject or by which the City is or may be bound.
(g) The City has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that the City is a bond issuer
whose arbitrage certifications may not be relied upon.
7l 18.001 \26553. I -3-
(h) Any certificate signed by any of the City's authorized officials and
delivery to the Underwriter shall be deemed a representation by the City
to the Underwriter as to the statements made.
(i) The information contained in the Official Statement and in any
amendment or supplement that may be authorized for use by the City
with respect to the Bonds is and, as of the Closing Time, will be true and
does not contain and will not contain any untrue statement of a material
fact and does not omit and will not omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under
which they were made, not misleading.
(j) The preparation of the Preliminary Official Statement and its distribution
has been authorized by the City and has been duly approved by the
governing body of the City and "deemed fmal," except for the omission
of certain information as provided in Securities and Exchange
Commission Rule 15c2-12 as of the date on the cover page.
Section 3. Conditions to the Underwriter's Obligations. The Underwriter's
obligations shall be subject to the due performance by the City of the City's obligations
and agreements to be performed at or prior to the Closing Time and to the accuracy of
and compliance with the City's representations and warranties contained, as of this date
and as of the Closing Time, and are also subject to the following conditions:
(a) The Ordinance, the Bonds and all other instruments contemplated by the
Official Statement to be delivered at the Closing Time shall have been
authorized, executed and delivered in the form approved by the
Underwriter with only such changes as shall be mutually agreed upon by
the City and the Underwriter.
(b) At the Closing Time, the Underwriter shall receive:
(i) An executed counterpart of the Ordinance;
(ii) An executed Official Statement approved by the governing body
of the City and "deemed fmal" in accordance with the Securities
and Exchange Commission Rule ISc2-12 as of the date on the
cover page.
(iii) The opinions in form and substance satisfactory to the
Underwriter, dated as of the Closing Date, of (A) Armstrong,
Teasdale, Schlafly & Davis and Gilmore & Bell, P.C., Kansas
City, Missouri, Co-Bond Counsel (B) McDowell, Rice, Smith &
Gaar, a Professional Corporation, Kansas City, Missouri,
7118.00126553.1 -4-
Underwriter's Counsel; and (C) Stephen A. Crystal, Esq., City
Attorney;
(iv) A certificate, satisfactory to the Underwriter, of the City or any
other of its authorized officers satisfactory to the Underwriter,
dated as of the Closing Date, to the effect that: (A) the City has
performed all of its obligations to be performed at or prior to the
Closing Time and that each of the City's representations is true as
of the Closing Time; (B) the City has authorized, by all necessary
action, the execution, delivery, receipt and due performance of
the Bonds 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 carry out, give effect to and consummate the
transactions contemplated and by the Official Statement; (C) no
litigation is pending, or to their knowledge threatened, to restrain
or enjoin the issuance or sale of the Bonds or in any way
affecting any authority for or the validity of the Bonds, the
Ordinance or the existence or powers of the City; (D) the
execution, delivery, receipt and due performance of the Bonds
and other agreements contemplated by the Official Statement
under the circumstances contemplated and the City's compliance
with the provisions will not conflict with or constitute on its part
a breach of or a default under any existing law, court or
administrative regulations, decree or order or any agreement,
indenture, mortgage, lease or other instrument to which it is
subject or by which it is or may be bound; and (E) to the best of
the City's knowledge the Official Statement is true and correct
and does not contain any misstatement of a material fact nor omit
to state any material fact required to make the statements, in light
of the circumstances under which they were made, not
misleading; and
(v) Such additional certificates and other documents as the
Underwriter and its counsel may reasonably request to evidence
performance or compliance with the provisions and the
transactions contemplated and by the Official Statement, all such
certificates and other documents to be satisfactory in form and
substance to the Underwriter.
Section 4. The Underwriter's Right to Cancel. The Underwriter may
terminate its obligation hereunder by notifying the City in writing or by telecopy of
their election to make such cancellation between this date and the Closing Time, if at
any time prior to the Closing Time:
71I8.001~26553.1 -5
(a) A committee of the House of Representatives or the Senate of the
Congress of the United States shall have pending before its legislation
which, if enacted in its form as introduced or as amended, would have
the purpose or effect of imposing federal income taxation upon revenues
or other income of the general character to be derived by the City or by
any similar body or upon interest rerceived on obligations of the general
character of the Bonds, or the Bonds, which, in the Underwriter's
opinion, material adversely affects the market price or marketing of the
Bonds;
(b) A tentative decision with respect to legislation shall be reached by a
committee of the House of Representatives or the Senate of the Congress
of the United States, or legislation shall be favorably reported by such a
committee or be introduced, by amendment or otherwise, in or to be
passed by the House of Representatives or the Senate, or be
recommended to the Congress of the United States for passage by the
President of the United States, or be enacted by the Congress of the
United States, or a decision by a court established under Article III of the
Constitution of the United States or the Tax Court of the United States
shall be rendered, or a ruling, regulation or order of the Treasury
Department of the United States or the Internal Revenue Service shall be
made or proposed having the effect of imposing (or purporting to
impose) federal income tax upon revenues or other income of the general
character of the Bonds, or the Bonds, which, in the Underwriter's
opinion, material adversely affects the market price or marketing of the
Bonds;
(c) Any legislation, ordinance, rule or regulation shall be introduced in or be
enacted by the City, the State of Missouri or by any other governmental
body, department or agency effecting the City or a decision by any court
of competent jurisdiction shall be rendered which, in the Underwriter's
opinion, materially adversely affects the market price of the Bonds, or
litigation challenging the Act under which the Bonds are to be issued or
otherwise, in the opinion of the Underwriter, affecting the issuance of
the Bonds shall be filed in any federal court or in any court in the State
of Missouri.
(d) A stop order, ruling, regulation or Official Statement by, or on behalf
of, the Securities and Exchange Commission or any other governmental
agency having jurisdiction of the subject matter shall be issued or made
to the effect that the issuance, offering or sale of obligations of the
general character of the Bonds, or the issuance, offering or sale of the
Bonds, including all underlying obligations, as contemplated hereby or
by the Official Statement, is in violation or would be in violation of any
provision of the federal securities laws, the Securities Act of 1933, as
7118.001 X26553. I -6-
amended and as then in effect, or the qualification provisions of the Trust
Indenture Act of 1939, as amended and as then in effect.
(e) Legislation shall be enacted by the Congress of the United States of
America, or a decision by a court of the United States of America shall
be rendered, to the effect that obligations of the general character of the
Bonds, or the Bonds, including all the underlying obligations, are not
exempt from registration under or other requirements of the Securities
Act of 1933, as amended and as then in effect, or the Securities
Exchange Act of 1934, as amended and as then in effect.
(f) Any event shall have occurred, or information become known, which, in
the Underwriter's opinion, makes untrue any material respect any
statement or information contained in the Official Statement as originally
circulated, or has the effect that the Official Statement as originally
circulated contains an untrue statement or a material fact or omits to state
a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
(g) Additional material restrictions not in force as of the date hereof shall
have been imposed upon trading in securities generally by any
governmental authority or by any national securities exchange;
(h) The New York Stock Exchange or other national securities exchange, or
any governmental authority, shall impose, as to the Bonds or obligations
of the general character of the Bonds, any material restrictions not now
in force, or increase materially those now in order, with respect to the
extension of credit by, or the charge to the net capital requirements of,
the Underwriter;
(i) A general banking moratorium shall have been established by Federal,
New York or Missouri authorities;
(j) A war involving the United States shall have been declared, or any
conflict involving the armed forces of the United States shall have
escalated, or any other national emergency relating to the effective
operation of government or the financial community shall have occurred,
which, in the Underwriter's opinion, materially adversely affects the
market price of the Bonds;
(k) Any proceeding shall be pending or threatened by the Securities and
Exchange Commission against the City.
71 I8.OOl X26553. I _7_
Section 11. Execution of Counterparts. This Bond Purchase Agreement may
be executed in several counterparts, each of which shall be regarded as an original and
all of which shall constitute one and the same document.
7118.00126553.1 _9