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HomeMy WebLinkAbout1997-089 - Payment, Redemption, and Defeasance of $1,325,000 of City's Sewerage System Revenue BondsBILL NO ~f~~~~ ~~.~ ~~ ORDINANCE NO. ~ "~ AN ORDINANCE AUTHORIZING AND DIRECTING THE PAYMENT, REDEMPTION AND DEFEASANCE OF $1,325,000 PRINCIPAL AMOUNT OF THE CITY'S SEWERAGE SYSTEM REVENUE BONDS, SERIES 1992; AUTHORIZING THE APPROPRIATION FOR SAME; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS 1N CONNECTION THEREWITH. WHEREAS, the City of Riverside, Missouri, a municipal corporation duly created, organized and existing under the laws of Missouri Ithe "City"), owns and operates a revenue producing sewerage system Ithe "System') serving the City and its inhabitants; and WHEREAS, the City has previously issued and has outstanding as claims against the net income and revenues arising from the operation of the System 51,325,000 aggregate principal amount of its Sewerage System Revenue Bonds, Series 1992 1"Bonds"}; and WHEREAS, the City has significant reserves; and WHEREAS, the Board of Aldermen of the City believes that it is necessary and in the best interest of the residents of the City that the City defease the Bonds; NOW. THEREFORE, BE IT ORDAINED BY THE 60ARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: ARTICLE I. DEFINITIONS Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere in this Ordinance, the following words and terms as used in this Ordinance shall have the fallowing meanings: Board" means the Board of Aldermen of the City. "Bond" or "Bonds" means the Sewerage System Revenue Bonds, Series 1992 of the City in the aggregate principal amount of 51,500,000, authorized and issued pursuant to the Bond Ordinance. "Bond Ordinanca° means the Ordinance of the City authorizing the Bonds, as originally executed or as it may be supplemented or amended from time to time. Bond Register° means the bond register maintained by the Bond Registrar far the registration, transfer and exchange of Bonds. "Bond Regfstrar" means the bank or trust company named in the Bond Ordinance to act as registrar and transfer agent for the registration, transfer and exchange of Bonds, and any successor thereto. Bondholder ; "gondownar'; "Holder" or "Owner" means, when used with respect to anY Bond, the Person in whose name such Bond is registered on the Bond Register. "City" means the City of Riverside, Missouri. "Escrow Agent" means Commerce Bank of Kansas City, N.A., and its successors and assigns. 7 ~\61492100022\DEFEASE.OItD 'Escrow DepositAgr9ement"meons the Escrow Deposit Agreement between the City and the Escrow Agent with respect to the Bonds. Escrow Fund"' means the Escrow Fund created by the Escrow Deposit Agreement and held by the Escrow Agent. ~Escrowed Securities'" shall have the same meaning as set forth in the Escrow Deposit Agreement. "Meturity" with respect to any Bond means the date on which the principal of such Bonds becomes due and payable as provided in the Bond Ordinance, whether at the stated Maturity of the Bond or by declaration of acceleration, cal{ for redemption or otherwise. ~Ordinance"shall mean this Ordinance of the City authorizing the Bonds, as originally executed or as it may be Supplemented or amended from time to time. ~Paying Agent~ means Commerce Bank of Kansas City, IV.A., as paying agent and Bond Registrar far the Bonds, and its successors and assigns. Person° means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. ~Redemption Date'" when used with respect to any Band to be redeemed means the date fixed for redemption pursuant to the Bond Ordinance and this Ordinance ~Redemption Price'" when used with respect to any Band to be redeemed means the Redemption Price set forth in the Bond Ordinance. ARTICLE II. APPROPRIATION AND APPLICATION OF FUNDS Section 201. Appropriation of Funds. The City appropriates funds in the amount of 51,430,345.03 for the defeasance of the Bonds and 53,400.00 for the payment of certain costs and expenses as set forth on Exhibit A ("Costs"}. The funds necessary to defease the Bonds shall be deposited in the Escrow Fund. Section 202. Application of Funds in t#te Escrow Fund. The amounts deposited in the Escrow Fund shall be sufficient to defease the Bonds, as determined and certified in accordance with Section 302 hereof. Funds in the Escrow Fund, including the investment earnings on amounts deposited therein, shall be applied solely to the payment of the principa! or Redemption Price of and interest on the Bonds, all in accordance with the provisions of the Escrow Deposit Agreement authorized by Section 301 hereof. Section 203. Application of Funds for Costs and Expenses. The Costs shall be paid upon submission of a request for payment to and approval of such request by the City Administrator. ARTICLE III. AUTHORIZATION OF ESCROW DEPOSIT AGREEMENT; DISCHARGE AND REDEMPTION OF BONDS Section 301. Authorization of Escrow peposit Agreement. The City is authorized to enter into the Escrow Deposit Agreement between the City and the Escrow Agent, in substantially the form presented with this Ordinance, and the Mayor and the City Clerk are authorized and directed to execute the Escrow Deposit Agreement, with such changes therein as such officials may deem necessary or desirable, for and on behalf of and as the act and deed of the City. The Escrow Agent is authorized 7: i6 t 442\00022\DEfEA5E.0AD to carry out, an behalf of the City, the duties, terms and provisions of the Escrow Deposit Agreement, including the subscription and purchase of the Escrowed Securities described therein. Section 302. Discharge and Redemption of the Bonds. Prior to or concurrently with the delivery of the funds necessary to defease the Bonds, the City shall obtain the certification of a firm of independent certified public accountants that the moneys and obligations irrevocably deposited with the Escrow Agent pursuant to Article II of this Ordinance and the Escrow Deposit Agreement, together with the earnings to accrue thereon, will be sufficient for the payment of the Redemption Price of, including accrued interest on, the Bonds on February 1, 2002 and to pay the principal and interest coming due on such Bonds to such date. At the time of such deposit, all of the Bonds shall be deemed to be paid and discharged within the meaning of the Band Ordinance and the requirements contained in the Bond Ordinance and all other rights granted thereby shall cease and terminate. The Bonds, aggregating the principal amount of 81,025,000 are called for redemption and payment prior to Maturity on February 1, 2002. Said Bonds shall be redeemed at the office of Commerce Bank of Kansas City, N.A., on said Redemption Date by the payment of the Redemption Price of 102% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, In accordance with the requirements of the Bond Ordinance, Commerce Bank of Kansas City, N.A., is directed to cause notice of the call far redemption and payment of said Bonds to be given in the manner provided in the Bond Ordinance, The Mavor, City Clerk and City Administrator are hereby authorized and directed to take such other action as may be necessary or desirable in order to effect the redemption and payment of the Bonds as herein provided. ARTICLE IV. MISCELLANEOUS Section 401. Further Authority. The officers of the City, including the Mayor and the City Clerk of the City, are authorized and directed to execute all documents and take all actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make alterations, changes or additions in the 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 402. Naticea, Consents and Other Instruments by Bondholders. Any instrument required by this Ordinance to be signed and executed by the Bondholders may be ;n any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders 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 Bands, 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 Paying Agent with regard to any action taken or Omitted under any such instrument, namely: lal The fact and date of the execution by any person of any such instrument may be proved by a certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution. ibl The fact of ownership of Bands, the amount or amounts, numbers and other identification of Bonds, and the date of holding the same shall be proved by the Bond Register maintained by the Paying Agent. Section 403. Savarability. If any section or other part of this Ordinance shall for any reason be held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect the validity or enforceability of the other provisions of this Ordinance. Section 404. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of Missouri. _3_ rnei492~00o22tiper->rns~.ouo Section 405. Effective Data. This Ordinance shall take effect and be in full force from and after its passage by the Board. PASSED by the Board of Aldermen of the City of Riverside. Missouri, this ~,i~.day of July, 1997. lSeall tiTTEST: ~;' 1 City Clerk -- Mayor _4_ 7:\614921000Z21DEFEASE.ORD