GILMORE & BELL
DRAFT: MAY 27, 2003
G:\ESD\K106403\ORD1
CITY OF RICH HILL, MISSOURI
ORDINANCE NO. ________
PASSED MAY __, 2003
____________________________________________
AUTHORIZING
$495,000
COMBINED WATERWORKS AND SEWERAGE SYSTEM
REFUNDING REVENUE BONDS
SERIES 2003
____________________________________________
(i)
ORDINANCE
INDEX
Page
Title
…………………………………………………………………………………………………………….. 1
Recitals
……………………………………………………………………………………………………….. 1
ARTICLE I
DEFINITIONS
Section 101.
Definitions of Words and Terms………………………………………………………………………. 1
ARTICLE II
AUTHORIZATION OF BONDS
Section 201.
Authorization of Bonds…………………………………………………………………………………… 7
Section 202.
Description of Bonds ……………………………………………………………………………………… 7
Section 203.
Designation of Paying Agent …………………………………………………………………………… 8
Section 204.
Method and Place of Payment of Bonds……………………………………………………………. 8
Section 205.
Registration, Transfer and Exchange of Bonds…………………………………………………… 9
Section 206.
Execution, Authentication and Delivery of Bonds ………………………………………………10
Section 207.
Mutilated, Destroyed, Lost and Stolen Bonds …………………………………………………….10
Section 208.
Cancellation and Destruction of Bonds Upon Payment………………………………………..10
Section 209.
Book-Entry Bonds; Securities Depository ………………………………………………………….11
Section 210.
Sale of Bonds…………………………………………………………………………………………………12
ARTICLE III
REDEMPTION OF BONDS
Section 301.
Optional Redemption of Bonds ………………………………………………………………………..12
Section 302.
Selection of Bonds to Be Redeemed………………………………………………………………….12
Section 303.
Notice and Effect of Call for Redemption ………………………………………………………….12
ARTICLE IV
SECURITY FOR BONDS
Section 401.
Security for Bonds ………………………………………………………………………………………….14
(ii)
ARTICLE V
FUNDS; DEPOSIT AND APPLICATION OF BOND PROCEEDS
Section 501.
Establishment of Accounts ………………………………………………………………………………15
Section 502.
Deposit of Bond Proceeds and other Moneys ……………………………………………………..15
Section 503.
Application of Moneys in the Escrow Fund ……………………………………………………….16
Section 504.
Redemption of Refunded Bonds……………………………………………………………………….16
ARTICLE VI
APPLICATION OF REVENUES
Section 601.
Revenue Fund………………………………………………………………………………………………..16
Section 602.
Application of Moneys in Accounts ………………………………………………………………….16
Section 603.
Transfer of Funds to Paying Agent……………………………………………………………………19
Section 604.
Payments Due on Saturdays, Sundays and Holidays …………………………………………..19
Section 605.
Nonpresentment of Bonds ……………………………………………………………………………….19
ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEYS
Section 701.
Deposit and Investment of Moneys……………………………………………………………………20
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801.
Efficient and Economical Operation …………………………………………………………………20
Section 802.
Rate Covenant ……………………………………………………………………………………………….20
Section 803.
Reasonable Charges for all Services………………………………………………………………….21
Section 804.
Restrictions on Mortgage or Sale of System……………………………………………………….21
Section 805.
Insurance……………………………………………………………………………………………………….22
Section 806.
Books, Records and Accounts ………………………………………………………………………….22
Section 807.
Annual Budget……………………………………………………………………………………………….22
Section 808.
Annual Audit ………………………………………………………………………………………………..23
Section 809.
Right of Inspection …………………………………………………………………………………………23
Section 810.
Tax Covenants ……………………………………………………………………………………………….23
(iii)
ARTICLE IX
ADDITIONAL BONDS AND OBLIGATIONS
Section 901.
Senior Lien Bonds …………………………………………………………………………………………24
Section 902.
Parity Lien Bonds …………………………………………………………………………………………..24
Section 903.
Junior Lien Bonds and Other Obligations ………………………………………………………….25
Section 904.
Refunding Bonds……………………………………………………………………………………………26
ARTICLE X
DEFAULT AND REMEDIES
Section 1001.
Acceleration of Maturity Upon Default ……………………………………………………………..26
Section 1002.
Other Remedies ……………………………………………………………………………………………..26
Section 1003.
Limitation on Rights of Bondowners…………………………………………………………………27
Section 1004.
Remedies Cumulative……………………………………………………………………………………..27
Section 1005.
No Obligation to Levy Taxes……………………………………………………………………………27
ARTICLE XI
DEFEASANCE
Section 1101.
Defeasance…………………………………………………………………………………………………….27
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201.
Amendments………………………………………………………………………………………………….28
Section 1202.
Notices, Consents and Other Instruments by Bondowners ……………………………………29
Section 1204.
Further Authority……………………………………………………………………………………………29
Section 1205.
Severability …………………………………………………………………………………………………..29
Section 1206.
Governing Law ……………………………………………………………………………………………..29
Section 1207.
Effective Date ………………………………………………………………………………………………..29
Passage and Approval
…………………………………………………………………………………..S-1
Signatures and Seal
………………………………………………………………………………………S-1
Exhibit A
- Form of Bonds
BILL NO. _________ ORDINANCE NO. _____________
AN ORDINANCE AUTHORIZING THE ISSUANCE OF $495,000
PRINCIPAL AMOUNT OF COMBINED WATERWORKS AND
SEWERAGE SYSTEM REFUNDING REVENUE BONDS, SERIES
2003, OF THE CITY OF RICH HILL, MISSOURI; AND
AUTHORIZING CERTAIN ACTIONS AND DOCUMENTS AND
PRESCRIBING OTHER MATTERS RELATING THERETO.
_______________________________________________________
1.
The City of Rich Hill, Missouri (the “City”), is a fourth class city and political subdivision
duly organized and existing under the laws of the State of Missouri, and pursuant to Chapter 250 of the
Revised Statutes of Missouri, as amended (the “Act”), owns and operates a revenue producing combined
waterworks and sewerage system serving the City and its inhabitants and others within its service area (the
“System,” as hereinafter more fully defined).
2.
The City does not have outstanding any bonds or other obligations payable from the
revenues derived from the operation of the System, with the exception of its Combined Waterworks and
Sewerage System Revenue Improvement and Refunding Bonds, Series 1992 (the “Series 1992 Bonds”)
which are secured by a pledge of the net revenues of the System, which bonds remain outstanding in the
principal amount of $490,000, and its Combined Waterworks and Sewerage System Revenue Bonds,
Series 2001 (the “Series 2001 Bonds”) which are secured by a pledge of the net revenues of the System,
which bonds remain outstanding in the principal amount of $862,100.
4.
The City desires to refund the Series 1992 Bonds and is authorized under the provisions of
Section 108.140(2) and Chapter 250 of the Revised Statutes of Missouri, as amended (the “Refunding
Law”), to issue and sell refunding revenue bonds for the purpose of refunding, in whole or in part, its valid
outstanding revenue bonds, which refunding revenue bonds may be payable from the same sources as were
pledged to the payment of the bonds refunded.
5.
It is hereby found and determined that it is necessary and advisable and in the best interest
and will promote the general health and welfare of the City and of its inhabitants at this time to authorize
the issuance and delivery of revenue bonds pursuant to the Refunding Law and the Act as herein provided
to provide funds for such purposes.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RICH HILL, MISSOURI, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms.
In addition to words and terms defined
elsewhere herein, the following capitalized words and terms as used in this Ordinance shall have the
following meanings:
“Act”
means Chapter 250 of the Revised Statutes of Missouri, as amended.
“Arbitrage Instructions”
means the Arbitrage Instructions included in the City’s Arbitrage
Certificate, as the same may be amended or supplemented in accordance with the provisions thereof.
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“Bond Counsel”
means Gilmore & Bell, P.C., Kansas City, Missouri, or other attorney or firm of
attorneys with a nationally recognized standing in the field of municipal bond financing selected by the
City.
“Bond Payment Date”
means any date on which principal of or interest on any Bond is payable
at the Maturity thereof or on any Interest Payment Date.
“Bond Register”
means the books for the registration, transfer and exchange of Bonds kept at the
office of the Paying Agent.
“Bondowner”, “Bondholder,” “Owner”
or “Registered Owner”
when used with respect to
any Bond means the Person in whose name such Bond is registered on the Bond Register.
“Bonds”
means the City’s Combined Waterworks and Sewerage System Refunding Revenue
Bonds, Series 2003, in the original aggregate principal amount of $495,000, 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 Rich Hill, Missouri, and any successors or assigns.
“Code”
means the Internal Revenue Code of 1986, as amended, and the applicable regulations of
the Treasury Department proposed or promulgated thereunder.
“Consultant”
means an independent engineer or engineering firm having a favorable reputation
for skill and experience in the construction, financing and operation of public utilities and the preparation
of management studies and financial feasibility studies in connection therewith, selected by the City for the
purpose of carrying out the duties imposed on the Consultant by this Ordinance.
“Debt Service Fund”
means the fund by that name created by Section 501
hereof.
“Debt Service Requirements”
means the aggregate principal payments (whether at maturity or
pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on all
System Revenue Bonds for the period of time for which calculated; provided, however, that for purposes
of calculating such amount, principal and interest shall be excluded from the determination of Debt Service
Requirements to the extent that such principal or interest is payable from amounts deposited in trust,
escrowed or otherwise set aside for the payment thereof with the Paying Agent or other commercial bank
or trust company qualified to do business in the State of Missouri and having full trust powers.
“Debt Service Reserve Fund”
means the fund by that name created by Section 501
hereof.
“Debt Service Reserve Requirement”
means the amount of $49,500.
“Defaulted Interest”
means interest on any Bond which is payable but not paid on any Interest
Payment Date.
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“Defeasance Obligations”
means any of the following obligations:
(a) United States Government Obligations that are not subject to redemption in advance
of their maturity dates; or
(b) obligations of any state or political subdivision of any state, the interest on which is
excluded from gross income for federal income tax purposes and which meet the following
conditions:
(1) the obligations are (i) not subject to redemption prior to maturity or (ii) the
trustee for such obligations has been given irrevocable instructions concerning their calling
and redemption and the issuer of such obligations has covenanted not to redeem such
obligations other than as set forth in such instructions;
(2) the obligations are secured by cash or United States Government
Obligations that may be applied only to principal of, premium, if any, and interest payments
on such obligations;
(3) such cash and the principal of and interest on such United States
Government Obligations serving as security for the obligations, plus any cash in the escrow
fund, are sufficient to meet the liabilities of the obligations;
(4) such cash and United States Government Obligations serving as security for
the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in
trust;
(5) such cash and United States Government Obligations serving as security for
the obligations, are not available to satisfy any other claims, including those against the
trustee or escrow agent; and
(6) the obligations are rated in the highest rating category by Moody’s Investors
Service, Inc. (presently “Aaa”) or Standard & Poor’s Ratings Group (presently “AAA”).
“Depreciation and Replacement Fund”
means the fund by that name created by
Section 501
hereof.
“Escrow Agent”
means BNY Trust Company of Missouri, St. Louis, Missouri, and any
successors or assigns.
“Escrow Agreement”
means the Escrow Letter of Instructions between the City and the Escrow
Agent.
“Escrow Fund”
means the fund by that name referred to in Section 501
hereof.
“Escrowed Securities”
means the direct, noncallable obligations of the United States of America,
as described in the Escrow Agreement.
“Expenses”
means all reasonable and necessary expenses of operation, maintenance and repair of
the System and keeping the System in good repair and working order (other than interest paid on System
Revenue Bonds or other borrowed money and depreciation and amortization charges during the period of
determination), determined in accordance with generally accepted accounting principles, including without
limiting the generality of the foregoing, current maintenance charges, expenses of reasonable upkeep and
4
repairs, salaries, wages, costs of materials and supplies, Paying Agent fees and expenses, annual audits,
periodic Consultant’s reports, properly allocated share of charges for insurance, the cost of purchased
water, gas and power, if any, obligations (other than for borrowed money or for rents payable under capital
leases) incurred in the ordinary course of business, liabilities incurred by endorsement for collection or
deposit of checks or drafts received in the ordinary course of business, short-term obligations incurred and
payable within a particular fiscal year, other obligations or indebtedness incurred for the purpose of leasing
(pursuant to a true or operating lease) equipment, fixtures, inventory or other personal property, and all
other expenses incident to the operation of the System, but shall exclude all general administrative
expenses of the City not related to the operation of the System.
“Insurance Consultant”
means an individual or firm selected by the City qualified to survey
risks and to recommend insurance coverage for entities engaged in operations similar to those of the
System and having a favorable reputation for skill and experience in making such surveys and
recommendations.
“Interest Payment Date”
means the Stated Maturity of an installment of interest on any Bond.
“Maturity”
when used with respect to any Bond means the date on which the principal of such
Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or
call for optional or mandatory redemption or otherwise.
“Net Revenues Available for Debt Service”
means, for the period of determination, all
Revenues less all Expenses.
“Operation and Maintenance Fund”
means the fund by that name created by
Section 501
hereof.
“Original Purchaser”
means UMB Bank, N.A., Kansas City, Missouri, the original purchaser of
the Bonds.
“Ordinance”
means this Ordinance as from time to time amended in accordance with the terms
hereof.
“Outstanding”
means, when used with reference to Bonds, as of any particular date, all Bonds
theretofore issued and delivered hereunder, except the following Bonds:
(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
Article XI
hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and delivered
hereunder.
“Parity Bonds”
means any additional parity bonds or other obligations for borrowed money
payable out of the net income and revenues of the System hereafter issued or incurred in accordance with
the provisions of this Ordinance and standing on a parity and equality with the Bonds with respect to the
payment of principal and interest out of the net income and Revenues of the System, so long as any such
bonds remain outstanding and unpaid or until provision is made for the payment and defeasance of such
bonds.
5
“Parity Ordinances”
means the ordinances under which any additional Parity Bonds are
hereafter issued.
“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 BNY Trust Company of Missouri, St. Louis, Missouri, and any
successors and assigns.
“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 accounts referred to in
Section 501
hereof:
(a) United States Government Obligations;
(b) bonds, notes or other obligations of the State of Missouri, or any political
subdivision of the State of Missouri, that at the time of their purchase are rated in either of the two
highest rating categories by a nationally recognized rating service;
(c) certificates of deposit, whether negotiable or nonnegotiable, issued by any bank or
trust company organized under the laws of any State of the United States of America or any national
banking association (including the Paying Agent or any affiliate), provided that such certificates of
deposit 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), (b) and (e), which shall have a market value at all times at least equal to the principal
amount of such certificates of deposit and shall be lodged with a trustee, as custodian, by the bank,
trust company or national banking association issuing such certificates of deposit, and the bank, trust
company or national banking association issuing each such certificate of deposit required to be so
secured shall furnish the City an undertaking satisfactory to the City that the aggregate market value
of all such obligations securing each such certificate of deposit will at all times be an amount equal to
the principal amount of each such certificate of deposit and the City shall be entitled to rely on each
such undertaking;
(d) 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), (b) and (e) and have a market value 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;
(e) obligations of Fannie Mae, 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;
(f) any mutual fund rated in either of the two highest rating categories by a nationally
recognized rating agency which invests solely in one or more securities described in clause (a), (b) or
(e) above or repurchase agreements with respect thereto.
“Person”
means any natural person, corporation, partnership, firm, joint venture, association,
joint-stock company, trust, unincorporated organization, or government or any agency or political
subdivision thereof or other public body.
6
“Record Date”
for the interest payable on any Interest Payment Date means the 15th
day
(whether or not a Business Day) of the calendar month next preceding such Interest Payment Date.
“Redemption Date”
when used with respect to any Bond to be redeemed means the date fixed for
such redemption pursuant to the terms of this Ordinance.
“Redemption Price”
when used with respect to any Bond to be redeemed means the price at
which such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable
redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before
the Redemption Date.
“Refunded Bonds”
means the Combined Waterworks and Sewerage System Revenue
Improvement and Refunding Bonds, Series 1992 Bonds.
“Refunding Law”
means Section 108.140(2) and Chapter 250 of the Revised Statutes of
Missouri, as amended.
“Replacement Bonds”
means Bonds issued to the beneficial owners of the Bonds in accordance
with
Section 209(b)
hereof.
“Revenue Fund”
means the fund by that name created by Section 501
hereof.
“Revenues”
means all income and revenues derived from the operation of the System, determined
in accordance with generally accepted accounting principles, including investment and rental income, net
proceeds from business interruption insurance, moneys appropriated on an annual basis for deposit in the
Revenue Fund or which are limited solely to the payment of debt service on System Revenue Bonds or
Expenses of the System and any amounts deposited in escrow in connection with the acquisition,
construction, remodeling, renovation and equipping of facilities to be applied during the period of
determination to pay interest on System Revenue Bonds, but excluding any profits or losses on the early
extinguishment of debt or on the sale or other disposition, not in the ordinary course of business, of
investments or fixed or capital assets.
“Securities Depository”
means, initially, The Depository Trust Company, New York, New York,
and its successors and assigns.
“Series 1992 Bonds”
means the Combined Waterworks and Sewerage System Revenue
Improvement and Refunding Bonds, Series 1992.
“Series 1992 Ordinance”
means the ordinance of the City authorizing the issuance of the Series
1992 Bonds.
“Series 2003 Ordinance”
or “Ordinance”
means the Ordinance of the City authorizing the
issuance of the
Series 2003
Bonds.
“Special Record Date”
means the date fixed by the Paying Agent pursuant to Section 204
hereof
for the payment of Defaulted Interest.
“Stated Maturity”
when used with respect to any Bond or any installment of interest thereon
means the date specified in such Bond and this Ordinance as the fixed date on which the principal of such
Bond or such installment of interest is due and payable.
7
“Surplus Fund”
means the fund by that name created by Section 501
hereof.
“System”
means the entire combined waterworks plant and system and sewerage plant and system
owned and operated by the City for the production, storage, treatment and distribution of water, and for the
collection, treatment and disposal of sewage, to serve the needs of the City and its inhabitants and others,
including all appurtenances and facilities connected therewith or relating thereto, together with all
extensions, improvements, additions and enlargements thereto hereafter made or acquired by the City.
“System Revenue Bonds”
means collectively the Bonds, the Parity Bonds and all other revenue
bonds which are payable out of, or secured by an interest in, the net income and Revenues derived from the
operation of the System.
“United States Government Obligations”
means bonds, notes, certificates of indebtedness,
treasury bills, or other securities constituting direct obligations of the United States of America or obligations
the payment of the principal of and interest on which are fully and unconditionally guaranteed by the United
States of America, including evidences of a direct ownership interest in future interest or principal payments
on obligations issued or guaranteed by the United States of America, or securities which represent an
undivided interest in such obligations, which obligations are held in a custody account by a custodian
satisfactory to the City.
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds.
The City is authorized and directed to issue a series of
bonds of the City, designated “Combined Waterworks and Sewerage System Refunding Revenue Bonds,
Series 2003″, in the principal amount of $495,000 (the “Bonds”), for the purpose of providing funds to
refund the Refunded Bonds, as provided in this Ordinance.
Section 202. Description of Bonds.
The Bonds shall consist of fully registered bonds without
coupons, numbered from
R-1 upward, in denominations of $5,000
or any integral multiple thereof. The
Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be substantially in the
form set forth in
Exhibit A
attached hereto. The Bonds shall be dated the date of delivery, shall be due
and payable on the dates and in the amounts (subject to redemption as provided in
Article III
hereof), and
shall bear interest at the rates per annum, as follows:
Stated Maturity Principal Annual Rate
March 1 Amount of Interest
2004 $55,000 1.30%
2005 55,000 1.60
2006 50,000 1.90
2007 55,000 2.25
2008 55,000 2.45
2009 55,000 2.80
2010 55,000 3.20
2011 60,000 3.35
2012 55,000 3.50
The Bonds shall bear interest at the above-specified rates (computed on the basis of a
360
-day year
of
12 30
-day months) from the date thereof or from the most recent Interest Payment Date to which interest
8
has been paid or duly provided for, payable semiannually on March 1 and September 1 in each year,
beginning on September 1, 2003.
Section 203. Designation of Paying Agent.
BNY Trust Company of Missouri, St. Louis,
Missouri, is hereby designated as the City’s paying agent for the payment of principal of and interest on the
Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds (herein called 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.
Each successor Paying Agent appointed hereunder shall at all times be a commercial banking
association or corporation or trust company qualified to do business in the State of Missouri organized and
in good standing and doing business under the laws of the United States of America or of the State of
Missouri, authorized under such laws to exercise trust powers and subject to supervision or examination by
federal or state regulatory authority, has a reported capital and surplus of not less than $25,000,000.
The Paying Agent shall be paid fees and expenses for its services in connection therewith, which
fees and expenses shall be paid as other Expenses are paid.
Section 204. Method and Place of Payment of Bonds.
The principal or Redemption Price of
and interest on the Bonds shall be payable in any coin or currency of the United States of America that, on
the respective dates of payment thereof, is legal tender for the payment of public and private debts.
The principal or Redemption Price of each Bond shall be paid at Maturity by check or draft to the
Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon
presentation and surrender of such Bond at the principal payment office of the Paying Agent.
The interest payable on each Bond 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 by check or draft mailed by the Paying Agent to such Registered Owner at the address shown on
the Bond Register or in the case of an interest payment to the Securities Depository, by electronic transfer
to such Registered Owner upon written notice signed by such Registered Owner given to the Paying Agent
not less than
5
days prior to the Record Date for such interest, and containing the electronic transfer
instructions including the bank (which shall be in the continental United States), ABA routing number,
address and account name and account number to which such Registered Owner wishes to have such
transfer directed.
Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with respect to
any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant Record Date and
shall be payable to the Registered Owner in whose name such Bond is registered at the close of business
on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be
fixed as hereinafter specified in this paragraph. The City shall notify the Paying Agent in writing of the
amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment
(which date shall be at least
30
days after receipt of such notice by the Paying Agent) and shall deposit
with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
9
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.
Section 205. Registration, Transfer and Exchange of Bonds.
The City covenants that, as long
as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of the
Paying Agent for the registration, transfer and exchange of Bonds as herein provided. Each Bond when
issued shall be registered in the name of the Owner thereof on the Bond Register.
Bonds may be transferred and exchanged only on the Bond Register as provided in this Section.
Upon surrender of any Bond at the principal corporate trust office of the Paying Agent, the Paying Agent
shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same
Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or
exchange. Bonds presented for transfer or exchange shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory
to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner’s duly
authorized agent.
In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying
Agent shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. The City
shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds
provided for by this Ordinance and the cost of printing a reasonable supply of registered bond blanks. Any
additional costs or fees that might be incurred in the secondary market, other than fees of the Paying
Agent, are the responsibility of the Registered Owners of the Bonds. In the event any Registered Owner
fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make
a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a
result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the
Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under the Bonds.
The City and the Paying Agent shall not be required (a) to register the transfer or exchange of any
Bond after notice calling such Bond or portion thereof for redemption has been given or during the period
of
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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 on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or not,
for the purpose of receiving payment of, or on account of, the principal or Redemption Price 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
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Registered Owners. Designated representatives of such Registered Owners must be evidenced to the
satisfaction of the Paying Agent.
Section 206. Execution, Authentication and Delivery of Bonds.
The Mayor, City Clerk and
Assistant City Clerk are hereby authorized and directed to prepare and execute the Bonds as herein
specified, and when duly executed, to deliver the Bonds to the Paying Agent for authentication.
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 or Assistant City Clerk, and shall have the official seal of
the City affixed thereto or imprinted thereon. In case any officer whose signature appears on any Bonds
ceases to be such officer before the delivery of such Bonds, such signature shall nevertheless be valid and
sufficient for all purposes, 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 Bonds shall have endorsed thereon a certificate of authentication substantially in the form set
forth in
Exhibit A
attached hereto, which shall be manually executed by an authorized signatory of the
Paying Agent, but it shall not be necessary that the same person sign the certificate of authentication on all
of the Bonds that may be issued 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 unless and until such 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 or upon the order
of the Original Purchaser, upon payment to the City of the purchase price of the Bonds plus accrued
interest thereon to the date of their delivery.
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds.
If (a) any mutilated Bond is
surrendered to the Paying Agent, or the Paying Agent receives evidence to its satisfaction of the
destruction, loss or theft of any Bond, and (b) there is delivered to the Paying Agent such security or
indemnity as may be required by the Paying Agent to save each of the City and the Paying Agent harmless,
then, in the absence of notice to the Paying Agent that such Bond has been acquired by a bona fide
purchaser, the City shall execute and the Paying Agent shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated 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 Paying Agent in its discretion may pay such Bond instead of issuing a new Bond.
Upon the issuance of any new Bond under this Section, the City or the Paying Agent 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 by the Paying Agent immediately upon the payment, redemption and surrender
thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the
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Paying Agent and applicable record retention laws. The Paying Agent shall execute a certificate
describing the Bonds so cancelled and shall file an executed counterpart of such certificate with the City.
Section 209. 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 interests 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 Bondowner 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 Bondowner 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 Bondowners of such determination
or such notice and of the availability of certificates to Owners requesting the same, and the Paying Agent
shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or
their nominees in principal amounts representing the interest of each, making such adjustments as it may
find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the
case of a determination under (1)(A) or (1)(B) of this subsection (b), the City, with the consent of the
Paying Agent, may select a successor securities depository in accordance with
Section 209(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 is the registered owner 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 Bondowners are unable to locate a qualified successor of the Securities
Depository in accordance with
Section 209(c)
hereof, then the Paying Agent shall authenticate and cause
delivery of Replacement Bonds to Bondowners, as provided herein. The Paying Agent may rely on
information from the Securities Depository and its Participants as to the principal amounts held by, and the
names and addresses of, the beneficial owners of the Bonds. The cost of printing Replacement Bonds shall
be paid 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 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 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.
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Section 210. Sale of Bonds.
The City is authorized to sell the Bonds to the Original Purchaser at
a purchase price of $490,297.50 (the principal amount of the Bonds less an underwriter’s discount of
$4,702.50), plus accrued interest to the date of delivery. Delivery of the Bonds shall be made to the
Original Purchaser as soon as practicable after the adoption of this Ordinance, upon payment therefor in
accordance with the terms of sale.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Optional Redemption of Bonds.
At the option of the City, Bonds maturing on
March 1, 2009 and thereafter may be called for redemption and payment prior to their Stated Maturity in
whole at any time on March 1, 2008, and thereafter in whole or in part at any time at the Redemption Price of
100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date.
Section 302. Selection of Bonds to Be Redeemed.
(a) The Paying Agent shall call Bonds for redemption and payment and shall give notice of such
redemption as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption
Date of written instructions of the City specifying the principal amount, Stated Maturities, Redemption Date
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
are met.
(b) Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple
thereof. When less than all of the Outstanding Bonds are to be redeemed, such Bonds shall be redeemed from
the Stated Maturities selected by the City, and Bonds of less than a full Stated Maturity shall be selected by
the Paying Agent 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
$5,000 are then Outstanding, then for all purposes in connection with such redemption each $5,000 of face
value shall be treated as though it were a separate Bond of the denomination of $5,000. If it is determined
that one or more, but not all, of the $5,000 units of face value represented by any Bond are selected for
redemption, then upon notice of intention to redeem such $5,000 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 $5,000 unit or
units of face value called for redemption, and (2) for exchange, without charge to the Registered Owner
thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the
principal amount of such Bond. If the Registered Owner of any such Bond fails to present such Bond to the
Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable
on the redemption date to the extent of the $5,000 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 Original Purchaser of the Bonds and each Registered Owner of the Bond or Bonds to
be redeemed at the address shown on the Bond Register.
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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 of the
Bonds to be redeemed (such identification to include interest rates, maturities, principal amount,
CUSIP numbers and such additional information as the Paying Agent may reasonably determine);
(d) a statement that on the Redemption Date the Redemption Price will become due and
payable upon each such Bond or portion thereof called for redemption and that interest thereon shall
cease to accrue from and after 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 payment office of the Paying Agent.
The failure of any Registered Owner to receive notice given as heretofore provided or any defect
therein shall not invalidate any redemption.
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
Redemption 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 surrendered for redemption shall be cancelled by the Paying
Agent as provided herein and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Paying Agent on behalf of the
City as set out below, but no defect in said further notice nor any failure to give all or any portion of such
further notice shall in any manner defeat the effectiveness of a call for redemption if official notice thereof is
given as above prescribed.
(a) Each further notice of redemption given hereunder shall contain the information
required above for an official notice of redemption plus (1) the CUSIP numbers of all Bonds being
redeemed; (2) the date of issue of the Bonds as originally issued; (3) the rate of interest borne by each
Bond being redeemed; (4) the maturity date of each Bond being redeemed; and (5) any other
descriptive information needed to identify accurately the Bonds being redeemed.
(b) Each further notice of redemption shall be sent at least 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.
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(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 also directed to comply with any mandatory standards then in effect for
processing redemptions of municipal securities established by the Securities and Exchange Commission.
Failure to comply with such standards shall not affect or invalidate the redemption of any Bond.
For so long as the Securities Depository is effecting book-entry transfers of the Bonds, the Paying
Agent shall provide the notices specified in this Section to the Securities Depository. It is expected that the
Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause
to be notified the beneficial owners. Any failure on the part of the Securities Depository or a Participant, or
failure on the part of a nominee of a beneficial owner of a Bond (having been mailed notice from the Paying
Agent, the Securities Depository, a Participant or otherwise) to notify the beneficial owner of the Bond so
affected, shall not affect the validity of the redemption of such Bond.
ARTICLE IV
SECURITY FOR BONDS
Section 401. Security for Bonds.
The Bonds are special obligations of the City payable solely
from, and secured as to the payment of principal and interest by a pledge of, the net income and revenues
derived from the operation of the System, after providing for the costs of operation and maintenance
thereof, including operating income, investment income, gifts, bequests, contributions, grants and other
moneys made available to the City with respect to the System from sources other than funds raised by
taxation. The City hereby pledges said net income and revenues to the payment of the principal of and
interest on the Bonds. The Bonds shall not be or constitute a general obligation of the City, nor shall they
constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter
provision, limitation or restriction, and the taxing power of the City is not pledged to the payment of the
Bonds, either as to principal or interest.
The covenants and agreements of the City contained in this Ordinance and in the Bonds shall be
for the equal benefit, protection and security of the legal owners of any or all of the Bonds, all of which
Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the
application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or
otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this
Ordinance. The Bonds shall stand on a parity and be equally and ratably secured with respect to the
payment of principal and interest from the net income and revenues derived from the operation of the
System and in all other respects with any Parity Bonds. The Bonds shall not have any priority with respect
to the payment of principal or interest from said net income and revenues or otherwise over the Parity
Bonds and the Parity Bonds shall not have any priority with respect to the payment of principal or interest
from said net income and revenues or otherwise over the Bonds.
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ARTICLE V
FUNDS; DEPOSIT AND APPLICATION OF BOND PROCEEDS
Section 501. Establishment of Accounts.
There are hereby created and ordered to be
established and maintained in the treasury of the City the following separate accounts to be known
respectively as the:
(a) Combined Waterworks and Sewerage System Revenue Fund (the “Revenue Fund”).
(b) Combined Waterworks and Sewerage System Operation and Maintenance Fund (the
“Operation and Maintenance Fund”).
(c) Debt Service Fund for Combined Waterworks and Sewerage System (the “Debt Service
Fund”).
(d) Combined Waterworks and Sewerage System Surplus Fund (the “Surplus Fund”).
(e) Debt Service Reserve Fund for Combined Waterworks and Sewerage System (the “Debt
Service Reserve Fund”).
(f) Combined Waterworks and Sewerage System Depreciation and Replacement Fund (the
“Depreciation and Replacement Fund”).
In addition to the funds described above, the Escrow Agreement establishes the Escrow Fund to be
held and administered by the Escrow Agent in accordance with the provisions of the Escrow Agreement.
The accounts referred to in paragraphs (a) through (f) of this Section shall be maintained and
administered by the City solely for the purposes and in the manner as provided in this Ordinance so long as
any of the Bonds remain Outstanding within the meaning of this Ordinance. The Escrow Fund shall be
maintained and administered by the Escrow Agent as provided in this Ordinance and in the Escrow
Agreement.
Section 502. Deposit of Bond Proceeds and other moneys.
The net proceeds from the sale of
the Bonds and other available funds of the City shall be deposited or paid simultaneously with the delivery
of the Bonds, as follows:
(a) The accrued interest on the Bonds shall be deposited in the Debt Service Fund and applied
in accordance with
Section 602(b)
hereof.
(b) The remaining proceeds of the Bonds, and, from other available funds of the City, an
amount which, together with the proceeds of the Bonds required to be deposited in the
Escrow Fund by this subsection and together with the earnings to accrue on all of such
moneys, will be sufficient for the payment of the principal of, redemption premium, and
interest on the Series 1992 Bonds, shall be paid and transferred to the Escrow Agent for
deposit in the Escrow Fund, to be applied in accordance with
Section 503
hereof.
(c) Other available funds of the City from the debt service reserve fund for the Series 1992
Bonds shall be deposited in the Debt Service Reserve Fund in and amount equal to the
Debt Service Reserve Requirement or used to pay the costs related to the issuance of the
Bonds.
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Section 503. Application of Moneys in the Escrow Fund.
Under the Escrow Agreement, the
Escrow Agent will apply moneys in the Escrow Fund to purchase the Escrowed Securities and to establish
an initial cash balance in accordance with the Escrow Agreement. The cash and Escrowed Securities held
in the Escrow Fund will be applied by the Escrow Agent solely to the payment of the principal of,
redemption premium, if any, and interest on the Refunded Bonds. All money deposited with the Escrow
Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in
the Series 1992 Ordinance and the Escrow Agreement.
Section 504. Redemption of Refunded Bonds.
The outstanding Series 1992 Bonds maturing
in the years 2004 and thereafter, in the aggregate the principal amount of $490,000, are hereby called for
redemption and payment prior to maturity as soon as practical. Said Series 1992 Bonds shall be redeemed
at the office of the paying agent for said bonds, on said redemption date by the payment of the principal
thereof, together with the redemption premium and accrued interest thereon to the redemption date. In
accordance with the requirements of the Series 1992 Ordinance, the Clerk is hereby directed to cause
notice of the call for redemption and payment of said Series 1992 Bonds to be given in the manner
provided in the Series 1992 Ordinance. The officers of the City and the paying agent for said bonds are
hereby authorized and directed to take such other action as may be necessary in order to effect the
redemption and payment of said Series 1992 Bonds as herein provided, and all prior actions of such
officers are hereby ratified and approved.
ARTICLE VI
APPLICATION OF REVENUES
Section 601. Revenue Fund.
The City covenants and agrees that from and after the delivery of
the Bonds, and continuing as long as any of the Bonds remain Outstanding hereunder, all of the revenues
derived and collected from the operation of the System shall as and when received be paid and deposited
into the Revenue Fund. Said revenues shall be segregated and kept separate and apart from all other
moneys, revenues, funds and accounts of the City and shall not be commingled with any other moneys,
revenues, funds and accounts of the City. The Revenue Fund shall be administered and applied solely for
the purposes and in the manner provided in this Ordinance.
Section 602. Application of Moneys in Accounts.
The City covenants and agrees that from and
after the delivery of the Bonds and continuing so long as any of the Bonds shall remain Outstanding, it will
on the first day of each month administer and allocate all of the moneys then held in the Revenue Fund as
follows:
(a)
Operation and Maintenance Fund.
There shall first be paid and credited to the Operation
and Maintenance Fund an amount sufficient to pay the estimated cost of operating and
maintaining the System during the ensuing month. All amounts paid and credited to the
Operation and Maintenance Fund shall be expended and used by the City solely for the
purpose of paying the Expenses of the System.
(b)
Debt Service Fund.
There shall next be paid and credited monthly to the Debt Service
Fund, to the extent necessary to meet on each Bond Payment Date the payment of all
interest on and principal of the Bonds, the following sums:
(1) Beginning on July 1, 2003 and continuing on August 1, 2003, an equal pro rata
portion of the amount of interest becoming due on the Bonds on September 1,
2003; and thereafter, beginning on September 1, 2003, and continuing on the first
day of each month thereafter so long as any of the Bonds remain Outstanding and
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unpaid, an amount not less than 1/6 of the amount of interest that will become due
on the Bonds on the next succeeding Interest Payment Date; and
(2) Beginning with July 1, 2003 and continuing on the first day of each month
thereafter to and including February 1, 2004, an equal pro rata portion of the
amount of principal becoming due on the Bonds on March 1, 2004, and thereafter,
beginning on March 1, 2004, and continuing on the first day of each month
thereafter so long as any of the Bonds remain Outstanding and unpaid, an amount
not less than 1/12 of the amount of principal that will become due on the Bonds
on the next succeeding Maturity date.
The amounts required to be paid and credited to the Debt Service Fund pursuant to this
Section shall be made at the same time and on a parity with the amounts at the time
required to be paid and credited to the debt service funds established for the payment of
principal and interest on Parity Bonds under the provisions of the Parity Ordinances.
Any amounts deposited in the Debt Service Fund as accrued interest in accordance with
Section 502(a)
hereof shall be credited against the City’s payment obligations as set forth
in subsection (b)(1) of this Section.
All amounts paid and credited to the Debt Service Fund shall be expended and used by the
City for the sole purpose of paying the interest on and principal of the Bonds as and when
the same become due at Maturity and on each Interest Payment Date.
If at any time the moneys in the Revenue Fund are insufficient to make in full the
payments and credits at the time required to be made to the Debt Service Fund and to the
debt service funds established to pay the principal of and interest on any Parity Bonds, the
available moneys in the Revenue Fund shall be divided among such debt service funds in
proportion to the respective principal amounts of said series of bonds at the time
outstanding which are payable from the moneys in said debt service funds.
(c)
Debt Service Reserve Fund.
Except as hereinafter provided in this Section, all amounts
paid and credited to the Debt Service Reserve Fund shall be expended and used by the
City solely to prevent any default in the payment of interest on or principal of the Bonds
on any Maturity date or Interest Payment Date if the moneys in the Debt Service Fund are
insufficient to pay the interest on or principal of said Bonds as they become due. So long
as the Debt Service Reserve Fund aggregates the Debt Service Reserve Requirement, no
payments into said Fund shall be required, but if the City shall ever be required to expend
and use a part of the moneys in said Fund for the purpose herein authorized and such
expenditure shall reduce the amount of said Fund below the Debt Service Reserve
Requirement, the City shall, after all payments and credits required at the time to be made
under the provisions of the Bond Ordinance for operations, maintenance and debt service
have been made, make monthly payments in the amount of $500 into the Debt Service
Reserve Fund beginning the first day of the month subsequent to such expenditure until
said Fund shall again aggregate the Debt Service Reserve Requirement for the Bonds.
The amounts required to be paid and credited to the Debt Service Reserve Fund pursuant
to this Section shall be made at the same time and on a parity with the amounts at the time
required to be paid and credited to the debt service reserve funds established for the Parity
Bonds under the provisions of the Parity Ordinances.
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Moneys in the Debt Service Reserve Fund may be used to call the Bonds for redemption
and payment prior to their Stated Maturity, provided all of the Bonds at the time
Outstanding are called for payment and funds are available to pay the same according to
their terms. Moneys in the Debt Service Reserve Fund shall be used to pay and retire the
last Outstanding Bonds unless such Bonds and all interest thereon are otherwise paid.
Any amounts in the Debt Service Reserve Fund in excess of the Debt Service Reserve
Requirement on any valuation date shall be transferred to the Debt Service Fund.
If at any time the moneys in the Revenue Fund are insufficient to make in full the
payments and credits at the time required to be made to the Debt Service Reserve Fund
and to the debt service reserve funds established to protect the payment of any Parity
Bonds, the available moneys in the Revenue Fund shall be divided among such debt
service reserve funds in proportion to the respective principal amounts of said series of
bonds at the time outstanding which are payable from the moneys in such debt service
reserve funds.
(d)
Depreciation and Replacement Fund.
After all payments and credits required at the time
to be made under the provisions of paragraphs (a), (b) and (c) of this Section have been
made, there shall next be paid and credited to the Depreciation and Replacement Fund the
sum of $250 each month until said Fund aggregates the sum of $50,000.
Except as hereinafter provided in
Section 603
, moneys in the Depreciation and
Replacement Fund shall be expended and used by the City, if no other funds are available
therefore, solely for the purpose of making replacements and repairs in and to the System
as may be necessary to keep the System in good repair and working order and to assure the
continued effective and efficient operation thereof. After the Depreciation and
Replacement Fund aggregates the sum of $50,000, no further payments into said Fund
shall be required, but if the City is ever required to expend a part of the moneys in said
Fund for its authorized purposes and such expenditure reduces the amount of said Fund
below the sum of $50,000, then the City shall resume and continue said monthly payments
into said Fund until said Fund again aggregates the sum of $50,000.
(e)
Surplus Fund.
After all payments and credits required at the time to be made under the
provisions of paragraphs (a), (b), (c) and (d) of this Section have been made, all moneys
remaining in the Revenue Fund shall be paid and credited to the Surplus Fund. Moneys in
the Surplus Fund may be expended and used for the following purposes as determined by
the governing body of the City:
(1) Paying the cost of the operation, maintenance and repair of the System to the
extent that may be necessary after the application of the moneys held in the
Operation and Maintenance Fund under the provisions of paragraph (a) of this
Section;
(2) Paying the cost of extending, enlarging or improving the System;
(3) Preventing default in, anticipating payments into or increasing the amounts in the
Debt Service Fund, the Debt Service Reserve Fund or the Depreciation and
Replacement Fund referred to in paragraph (b), (c) or (d) of this Section or
establishing or increasing the amount of any debt service fund, debt service
reserve fund or depreciation and replacement fund created by the City for the
payment or security of any System Revenue Bonds;
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(4) Calling, redeeming and paying prior to Stated Maturity, or, at the option of the
City, purchasing in the open market at the best price obtainable not exceeding the
redemption price (if any bonds are callable), the Bonds or any System Revenue
Bonds, including principal, interest and redemption premium, if any; or
(5) Any other lawful purpose in connection with the operation of the System and
benefiting the System.
So long as any of the Bonds remain Outstanding, no moneys derived from the
operation of the System shall be diverted to the general governmental or
municipal functions of the City.
(f)
Deficiency of Payments into Funds.
If at any time the revenues derived from the operation
of the System are insufficient to make any payment on the date or dates hereinbefore
specified, the City will make good the amount of such deficiency by making additional
payments or credits out of the first available revenues thereafter received from the
operation of the System, such payments and credits being made and applied in the order
hereinbefore specified in this Section.
Section 603. Transfer of Funds to Paying Agent.
The finance officer of the City is hereby
authorized and directed to withdraw from the Debt Service Fund, and, to the extent necessary to prevent a
default in the payment of either principal of or interest on the Bonds, from the Debt Service Reserve Fund,
the Depreciation and Replacement Fund and the Surplus Fund as provided in
Section 602
hereof, sums
sufficient to pay the principal of and interest on the Bonds as and when the same become due on any Bond
Payment Date, and to forward such sums to the Paying Agent in a manner which ensures the Paying Agent
will have available funds in such amounts on or before the Business Day immediately preceding each
Bond Payment Date. If, through lapse of time, or otherwise, the Registered Owners of Bonds are no longer
entitled to enforce payment of their obligations, it shall be the duty of the Paying Agent forthwith to return
said funds to the City. All moneys deposited with the Paying Agent shall be 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 Bond
Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be
made on such Bond Payment Date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Bond 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, determine 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 his part under this Ordinance or on, or with respect to, said Bond. If any Bond is not presented
for payment within four 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 without liability for
interest thereon, 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.
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ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEYS
Section 701. Deposit and Investment of Moneys.
(a) Money in each of the funds and accounts created by and referred to in this Ordinance shall
be deposited in a bank or banks located in the State of Missouri that are members of the Federal Deposit
Insurance Corporation. All such deposits shall be continuously and adequately secured by the banks
holding such deposits as provided by the laws of the State of Missouri.
(b) Money 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 money invested may be needed for the purpose for which such fund or
account was created; provided further, that moneys in the Escrow Fund shall be invested as provided in the
Escrow Agreement. All earnings on any investments held in any fund or account shall accrue to and
become a part of such fund or account. If and when the amount held in any fund or account shall be in
excess of the amount required by the provisions of this Ordinance, the City shall direct that such excess be
paid and credited to the Debt Service Fund.
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
The City covenants and agrees with each of the Registered Owners of any of the Bonds that so
long as any of the Bonds remain Outstanding and unpaid it will comply with each of the following
covenants:
Section 801. Efficient and Economical Operation.
The City will continuously own and will
operate the System as a revenue producing facility in an efficient and economical manner and will keep
and maintain the same in good repair and working order.
Section 802. Rate Covenant.
The City in accordance with and subject to applicable legal
requirements will fix, establish, maintain and collect such rates and charges for the use and services
furnished by or through the System as will produce revenues sufficient to (a) pay the costs of the operation
and maintenance of the System; (b) pay the principal of and interest on the Bonds as and when the same
become due at the Maturity thereof or on any Interest Payment Date; (c) enable the City to have in each
fiscal year Net Revenues Available for Debt Service not less than 110% of the Debt Service Requirements
for such fiscal year on all System Revenue Bonds at the time outstanding; and (d) provide reasonable and
adequate reserves for the payment of the Bonds and the interest thereon and for the protection and benefit
of the System as provided in this Ordinance. The City will require the prompt payment of accounts for
service rendered by or through the System and will promptly take whatever action is legally permissible to
enforce and collect delinquent charges. The City will, from time to time as often as necessary, in
accordance with and subject to applicable legal requirements, revise the rates and charges aforesaid in such
manner as may be necessary or proper so that the Net Revenues Available for Debt Service will be
sufficient to cover the obligations under this Section and otherwise under the provisions of this Ordinance.
If in any fiscal year Net Revenues Available for Debt Service are an amount less than as hereinbefore
provided, the City will immediately employ a Consultant to make recommendations with respect to such
rates and charges. A copy of the Consultant’s report and recommendations shall be filed with the City
Clerk and the Original Purchaser of the Bonds and shall be furnished to any Registered Owner of the
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Bonds requesting a copy of the same, at the cost of such Registered Owner. The City shall, to the extent
feasible, follow the recommendations of the Consultant.
Section 803. Reasonable Charges for all Services.
None of the facilities or services provided
by the System will be furnished to any user (excepting the City itself) without a reasonable charge being
made therefor. If the Revenues derived from the System are at any time insufficient to pay the reasonable
Expenses of the System and also to pay all interest on and principal of the Bonds as and when the same
become due, then the City will thereafter pay into the Revenue Fund a fair and reasonable payment in
accordance with effective applicable rates and charges for all services or other facilities furnished to the
City or any of its departments by the System, and such payments will continue so long as the same may be
necessary in order to prevent or reduce the amount of any default in the payment of the interest on or
principal of the Bonds.
Section 804. Restrictions on Mortgage or Sale of System.
The City will not mortgage, pledge
or otherwise encumber the System or any part thereof, nor will it sell, lease or otherwise dispose of the
System or any material part thereof; provided, however, the City may:
(a) sell at fair market value any portion of the System which has been replaced by other
similar property of at least equal value, or which ceases to be necessary for the efficient
operation of the System, and in the event of sale, the City will apply the proceeds to either
(1) redemption of Outstanding Bonds in accordance with the provisions governing
repayment of Bonds in advance of Stated Maturity, or (2) replacement of the property so
disposed of by other property the revenues of which shall be incorporated into the System
as hereinbefore provided;
(b) cease to operate, abandon or otherwise dispose of any property which has become
obsolete, nonproductive or otherwise unusable to the advantage of the City;
(c) lease, (1) as lessor, any real or personal property which is unused or unimproved, or which
has become obsolete, nonproductive or otherwise unusable to the advantage of the City, or
which is being acquired as a part of a lease/purchase financing for the acquisition and/or
improvement of such property; and/or (2) as lessee, with an option of the City to purchase,
any real or personal property for the extension and improvement of the System. Property
being leased as lessor and/or lessee pursuant to this subparagraph (c) shall not be treated
as part of the System for purposes of this
Section 804
and may be mortgaged, pledged or
otherwise encumbered.
(d) sell, lease or convey all or substantially all of the System to another entity or enter into a
management contract with another entity if:
(1) The transferee entity is a political subdivision organized and existing under the
laws of the State of Missouri, or instrumentality thereof, or an organization
described in Section 501(c)(3) of the Code, and expressly assumes in writing the
due and punctual payment of the principal of and premium, if any, and interest on
all outstanding System Revenue Bonds according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Ordinance;
(2) If there remains unpaid any System Revenue Bond which bears interest that is not
includable in gross income under the Code, the City receives an opinion of Bond
Counsel, in form and substance satisfactory to the City, to the effect that under
then existing law the consummation of such sale, lease or conveyance, whether or
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not contemplated on any date of the delivery of such System Revenue Bond,
would not cause the interest payable on such System Revenue Bond to become
includable in gross income under the Code;
(3) The City receives a certificate of the Consultant which demonstrates and certifies
that immediately upon such sale or conveyance the transferee entity will not, as a
result thereof, be in default in the performance or observance of any covenant or
agreement to be performed or observed by it under this Ordinance;
(4) Such transferee entity possesses such licenses to operate the System as may be
required if it is to operate the System; and
(5) The City receives an opinion of Bond Counsel, in form and substance satisfactory
to the City, as conclusive evidence that any such sale, lease or conveyance, and
any such assumption, is permitted by law and complies with the provisions of this
Section.
Section 805. Insurance.
The City will carry and maintain insurance with respect to the System
and its operations against such casualties, contingencies and risks (including but not limited to property
and casualty, fire and extended coverage insurance upon all of the properties forming a part of the System
insofar as the same are of an insurable nature, public liability, worker’s compensation and employee
dishonesty insurance), such insurance to be of the character and coverage and in such amounts as would
normally be carried by other enterprises engaged in similar activities of comparable size and similarly
situated. In the event of loss or damage, the City, with reasonable dispatch, will use the proceeds of such
insurance in reconstructing and replacing the property damaged or destroyed, or in paying the claims on
account of which such proceeds were received, or if such reconstruction or replacement is unnecessary or
impracticable, then the City will pay and deposit the proceeds of such insurance into the Revenue Fund.
The City will annually review the insurance it maintains with respect to the System to determine that it is
customary and adequate to protect its property and operations. The City may elect to be self-insured for all
or any part of the foregoing requirements if (i) the City annually obtains a written evaluation with respect
to such self-insurance program from an Insurance Consultant, (ii) the evaluation is to the effect that the
self-insurance program is actuarially sound, and (iii) unless the evaluation states that such reserves are not
necessary, the City deposits and maintains adequate reserves for the self-insurance program with a
corporate trustee, who may be the Paying Agent. The City shall pay any fees and expenses of such
Insurance Consultant in connection therewith. The cost of all insurance obtained pursuant to the
requirements of this Section shall be paid as an Expense out of the Revenues of the System.
Section 806. Books, Records and Accounts.
The City will install and maintain proper books,
records and accounts (entirely separate from all other records and accounts of the City) in which complete
and correct entries will be made of all dealings and transactions of or in relation to the System. Such
accounts shall show the amount of Revenues received from the System, the application of such Revenues,
and all financial transactions in connection therewith. Said books shall be kept by the City according to
standard accounting practices as applicable to the operation of facilities comparable to the System.
Section 807. Annual Budget.
Prior to the commencement of each fiscal year, the City will cause
to be prepared and filed with the City Clerk a budget setting forth the estimated receipts and expenditures
of the System for the next succeeding fiscal year. The City Clerk, promptly upon the filing of said budget
in the City Clerk’s office, will mail a copy of said budget to the Original Purchaser of the Bonds. Said
annual budget shall be prepared in accordance with the requirements of the laws of Missouri and shall
contain all information that is required by such laws.
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Section 808. Annual Audit.
Annually, promptly after the end of the fiscal year, the City will
cause an audit to be made of the System for the preceding fiscal year by a certified public accountant or
firm of certified public accountants to be employed for that purpose and paid from the revenues of the
System. Said annual audit shall cover in reasonable detail the operation of the System during such fiscal
year.
Within
30
days after the completion of each such audit, a copy thereof shall be filed in the office
of the City Clerk, and a duplicate copy of the audit shall be mailed to the Original Purchaser of the Bonds.
Such audits shall at all times during the usual business hours be open to the examination and inspection by
any Registered Owner of any of the Bonds, or by anyone acting for or on behalf of such Registered Owner.
As soon as possible after the completion of the annual audit, the governing body of the City shall
review such audit, and if the audit discloses that proper provision has not been made for all of the
requirements of this Ordinance, the City will promptly cure such deficiency and will promptly proceed to
increase the rates and charges to be charged for the use and services furnished by the System as may be
necessary to adequately provide for such requirements.
Section 809. Right of Inspection.
The Original Purchaser of the Bonds and any Registered
Owner or Owners of 10% of the principal amount of the Bonds then Outstanding shall have the right at all
reasonable times to inspect the System and all records, accounts and data relating thereto, and shall be
furnished all such information concerning the System and the operation thereof which the Original
Purchaser or such Registered Owner or Owners may reasonably request.
Section 810. Tax Covenants.
(a) The City covenants 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
federal gross income of the interest on the Bonds, and (2) it will not use or permit the use
of any proceeds of Bonds or any other funds of the City, nor take or permit any other
action, or fail to take any action, which would adversely affect the exclusion from federal
gross income of the interest on the Bonds. 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 other applicable future law, in order to ensure that the interest on the Bonds will
remain excluded from federal gross income, to the extent any such actions can be taken by
the City.
(b) The City covenants that (1) it will use the proceeds of the Bonds as soon as practicable for
the purposes for which the Bonds are issued, and (2) 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 that it will pay or provide for the payment from time to time of all
rebatable arbitrage 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
federal gross income of the interest on the Bonds.
(d) The City covenants 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
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that would cause any Bond to be a “private activity bond” within the meaning of Section
141(a) of the Code, or (2) to make or finance a loan to any Person.
(e) 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 calendar year in which the Bonds are issued, including the
Bonds, in excess of $10,000,000, without first obtaining an opinion of Bond
Counsel that the designation of the Bonds as “qualified tax-exempt obligations”
will not be adversely affected.
The Mayor is hereby authorized to take such other action as may be necessary to make
effective the designation in this subsection (e).
(f) The foregoing covenants shall remain in full force and effect notwithstanding the
defeasance of the Bonds pursuant to
Article XI
of this Ordinance or any other provision
of this Ordinance, until the final Maturity of all Bonds Outstanding.
ARTICLE IX
ADDITIONAL BONDS AND OBLIGATIONS
Section 901. 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 including capital leases as defined by
generally accepted accounting principles, payable out of the net income and revenues of the System or any
part thereof which are superior to the Bonds.
Section 902. Parity Lien Bonds.
The City covenants and agrees that so long as any of the Bonds
remain Outstanding, it will not issue any additional Parity Bonds payable out of the net income and
revenues of the System or any part thereof which stand on a parity or equality with the Bonds (“Parity
Bonds”) unless the following conditions are met:
(a) The City shall not be in default in the payment of principal of or interest on any Bonds or
any System Revenue 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 revenue bonds or
obligations are being issued to provide funds to cure such default); and
(b) The City shall obtain any of the following:
(1) A certificate of an authorized official of the City to the effect that the annual Net
Revenues Available for Debt Service derived by the City from the operation of the
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System, for the fiscal year immediately preceding the issuance of additional bonds
shall have been equal to at least 110% of the average annual Debt Service
Requirements required to be paid out of said revenues in any succeeding fiscal
year on account of both principal (at maturity or upon mandatory redemption) and
interest becoming due with respect to all System Revenue Bonds of the City,
including the additional bonds proposed to be issued. In determining the Net
Revenues Available for Debt Service for the purpose of this subsection, the City
may obtain a report of a Consultant who may adjust said Net Revenues Available
for Debt Service by adding thereto, in the event the City has made any increase in
rates for the use and services of the System and such increase has not been in
effect during all of the fiscal year immediately preceding the issuance of
additional bonds, the amount, as estimated by the Consultant, of the additional
Net Revenues Available for Debt Service which would have resulted from the
operation of the System during said preceding fiscal year had such rate increase
been in effect for the entire period.
(2) A report of a Consultant to the effect that the annual Net Revenues Available for
Debt Service projected to be derived by the City from the operation of the System
for the next fiscal year or, if additional Parity Bonds are being issued to finance
the costs of improvements to the System, the fiscal year immediately following the
fiscal year in which the improvements to the System, the cost of which is being
financed by such additional bonds, are to be in commercial operation, shall be
equal to at least 110% of the average annual Debt Service Requirements required
to be paid out of said revenues in any succeeding fiscal year following such
commercial operation on account of both principal (at maturity or upon mandatory
redemption) and interest becoming due with respect to all System Revenue Bonds
of the City, including the additional bonds proposed to be issued. In determining
the projected Net Revenues Available for Debt Service for the purpose of this
subsection, the Consultant may adjust said net revenues by adding thereto any
estimated increase in Net Revenues Available for Debt Service resulting from any
increase in rates for the use and services of the System which, in the opinion of
the Consultant, are economically feasible and reasonably considered necessary
based on projected operations of the System.
Additional revenue bonds of the City issued under the conditions set forth in this Section shall
stand on a parity with the Bonds and shall enjoy complete equality or lien on and claim against the net
revenues of the System with the Bonds, and the City may make equal provision for paying said bonds and
the interest thereon out of the Revenue Fund and may likewise provide for the creation of reasonable debt
service funds and debt service reserve funds for the payment of such additional bonds and the interest
thereon out of moneys in the Revenue Fund.
Section 903. Junior Lien Bonds and Other Obligations.
Nothing in this Section contained
shall prohibit or restrict the right of the City to issue additional revenue bonds or other revenue obligations
for any lawful purpose in connection with the operation of the facility and benefiting the System and to
provide that the principal of and interest on said revenue bonds or obligations shall be payable out of the
revenues of the System, provided at the time of the issuance of such additional revenue bonds or
obligations the City 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 revenue bonds or obligations shall be junior and
subordinate to the Bonds so that if at any time the City shall be in default in paying either interest on or
principal of the Bonds, or if the City is in default in making any payments required to be made by it under
the provisions of paragraphs (a), (b), (c) and (d) of
Section 602
of this Ordinance, the City shall make no
26
payments of either principal of or interest on said junior and subordinate revenue bonds or obligations until
said default or defaults be cured. In the event of the issuance of any such junior and subordinate revenue
bonds or obligations, the City, subject to the provisions aforesaid, may make provision for paying the
principal of and interest on said revenue bonds or obligations out of moneys in the Revenue Fund.
Section 904. Refunding Bonds.
The City shall have the right, without complying with the
provisions of
Section 902
hereof, to refund any of the Bonds or any Parity Bonds under the provisions of
any law then available in a manner which provides present value debt service savings, and the refunding
bonds so issued shall enjoy complete equality of pledge with any of the Bonds or the Parity Bonds which
are not refunded, if any, upon the revenues of the System.
ARTICLE X
DEFAULT AND REMEDIES
Section 1001. Acceleration of Maturity Upon Default.
The City covenants and agrees that (i)
if it defaults in the payment of the principal of or interest on any of the Bonds as the same become due on
any Bond Payment Date, or (ii) 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 of Missouri and such default continues for a period of 30 days after written notice
specifying such default has been given to the City by the Paying Agent or 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, and upon any such declaration given as aforesaid, all of
said Bonds shall become and be immediately due and payable without further action, anything in this
Ordinance or in the Bonds contained to the contrary notwithstanding. This provision, however, is subject
to the condition that if at any time after the principal of said Outstanding Bonds has been so declared to be
due and payable, all arrears of interest upon all of said Bonds, except interest accrued but not yet due on
such Bonds, and all arrears of principal upon all of said Bonds has been paid in full and all other defaults,
if any, by the City under the provisions of this Ordinance and under the provisions of the statutes of the
State of Missouri 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 1002. Other Remedies.
The provisions of this Ordinance, including the covenants and
agreements herein contained, shall constitute a contract among the City and the Registered Owners of the
Bonds, and the Registered Owner or Owners of not less than 10% in principal amount of the Bonds at the
time Outstanding, shall have the right for the equal benefit and protection 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 Owners against the City and its officers, agents and
employees, and to require and compel duties and obligations required by the provisions of
this Ordinance or by the Constitution and laws of the State of Missouri;
(b) by suit, action or other proceedings in equity or at law to require the City, its officers,
agents and employees to account as if they were the trustees of an express trust; and
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(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.
Section 1003. Limitation on Rights of Bondowners.
No one or more Bondowners secured
hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the
security granted and provided for herein, or to enforce any right hereunder, except in the manner herein
provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal
benefit of all Registered Owners of such Outstanding Bonds.
Section 1004. Remedies Cumulative.
No remedy conferred herein upon the Bondowners is
intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to
every other remedy 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 the Registered Owner of any
Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any
rights or remedies consequent thereon. No delay or omission of any Bondowner to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be a waiver
of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the
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 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 any Bondowner, then, and in every such case, the City and the Registered
Owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, and all
rights, remedies, powers and duties of the Bondowners shall continue as if no such suit, action or other
proceedings had been brought or taken.
Section 1005. 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 XI
DEFEASANCE
Section 1101. Defeasance.
When any or all of the Bonds or the interest payments thereon have
been paid and discharged, then the requirements contained in this Ordinance and the pledge of revenues
made hereunder and all other rights granted hereby shall terminate with respect to the Bonds so paid and
discharged. Bonds or the interest payments thereon 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 other
commercial bank or trust company authorized to do business in the State of Missouri and having full trust
powers, at or prior to the Stated Maturity or Redemption Date of said Bonds, in trust for and irrevocably
appropriated thereto, money and/or Defeasance Obligations which, together with the interest to be earned
thereon, will be sufficient for the payment of the principal or Redemption Price of said Bonds, and/or
interest to accrue on such Bonds to the Stated Maturity or Redemption Date, as the case may be, or if
default in such payment shall have occurred on such date, then to the date of the tender of such payments.
Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent or other
commercial bank or trust company by or on behalf of the City, for the purpose of paying and discharging
any of the Bonds or the interest payments thereon, shall be and are hereby assigned, transferred and set
over to the Paying Agent or other bank or trust company in trust for the respective Registered Owners of
the Bonds, and such money shall be and are hereby irrevocably appropriated to the payment and discharge
thereof. All moneys and Defeasance Obligations deposited with the Paying Agent or other bank or trust
28
company shall be deemed to be deposited in accordance with and subject to all of the provisions contained
in this Ordinance.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Amendments.
The rights and duties of the City and the Bondowners, and the
terms and provisions of the Bonds or of this Ordinance, may be amended or modified at any time in any
respect by ordinance of the City with the written 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 the revenues of the System prior or equal to the lien of the
Bonds or Parity Bonds;
(d) permit preference or priority of any Bonds over any other Bonds; or
(e) reduce the percentage in principal amount of Bonds required for the written consent to any
modification or alteration of the provisions of this Ordinance.
Any provision of the Bonds or of this Ordinance may, however, be amended or modified by
ordinance duly adopted by the 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 Bondowners, 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 security of the
Bondowners.
Every amendment or modification of the provisions of the Bonds or of this Ordinance, to which
the written consent of the Bondowners 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 Bondowner or prospective Bondowner.
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.
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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 1202. Notices, Consents and Other Instruments by Bondowners.
Any notice,
consent, request, direction, approval, objection or other instrument required by this Ordinance to be signed
and executed by the Bondowners may be in any number of concurrent writings of similar tenor and may be
signed or executed by such Bondowners 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 Bonds (except
for the assignment of ownership of a Bond as provided for in the form of Bond set forth in
Exhibit A
attached hereto), if made in the following manner, shall be sufficient for any of the purposes of this
Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any action
taken, suffered or omitted under any such instrument, namely:
(a) The fact and date of the execution by any person of any such instrument may be proved by
a certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such instrument
acknowledged before such officer the execution thereof, or by affidavit of any witness to
such execution.
(b) The fact of ownership of Bonds, the amount or amounts, numbers and other identification
of Bonds, and the date of holding the same shall be proved by the Bond Register.
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 registered in the name of the City shall be disregarded and deemed not to be
Outstanding under this Ordinance, except that, in determining whether the Bondowners shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds
which the Bondowners know to be so owned shall be so disregarded. Notwithstanding the foregoing,
Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee
establishes to the satisfaction of the Bondowners the pledgee’s right so to act with respect to such Bonds
and that the pledgee is not the City.
Section 1203. Further Authority.
The officers of the City, including the Mayor, the City Clerk
and Assistant City Clerk, shall be, and they hereby are, authorized and directed to execute all documents
and take such actions as they may deem necessary or advisable in order to carry out and perform the
purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing
agreements, statements, instruments and other documents herein approved, authorized and confirmed
which they may approve and the execution or taking of such action shall be conclusive evidence of such
necessity or advisability.
Section 1204. 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 1205. Governing Law.
This Ordinance shall be governed by and constructed in
accordance with the applicable laws of the State of Missouri.
Section 1206. Effective Date.
This Ordinance shall take effect and be in full force from and
after its passage by the Board of Aldermen and approval by the Mayor.
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S-1
PASSED
by the Board of Aldermen of the City of Rich Hill, Missouri, this _____ day of May,
2003.
(Seal) _______________________________________
Mayor
ATTEST:
________________________________________
City Clerk
APPROVED
by the Mayor this _____ day of May, 2003.
(Seal) _______________________________________
Mayor
ATTEST:
________________________________________
City Clerk
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EXHIBIT A TO ORDINANCE
(FORM OF BONDS)
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE (REFERRED TO
HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS
DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered Registered
No. R-
_____ $
__________
CITY OF RICH HILL, MISSOURI
COMBINED WATERWORKS AND SEWERAGE SYSTEM
REFUNDING REVENUE BOND
SERIES 2003
Interest Rate Maturity Date Dated Date of Bonds CUSIP Number
% June 6, 2003
REGISTERED OWNER:
[**CEDE & CO.**]
PRINCIPAL AMOUNT:
_____________________________________________
DOLLARS
The
CITY OF RICH HILL, MISSOURI
, a fourth class city and a political subdivision of the
State of Missouri (the “City”), for value received, promises to pay to the registered owner shown above, or
registered assigns, but solely from the source and in the manner herein specified, the principal amount
shown above on the maturity date shown above, and to pay interest thereon, but solely from the source and
in the manner herein specified, at the interest rate per annum shown above (computed on the basis of a
360
-day year of 12 30
-day months) from the Dated Date shown above or from the most recent interest
payment date to which interest has been paid or duly provided for, payable semiannually on March 1 and
September 1 in each year, beginning on September 1, 2003, until said principal amount has been paid.
The principal or redemption price of this Bond shall be paid at maturity by check or draft or upon
earlier redemption to the person in whose name this Bond is registered on the Bond Register at the
maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal
corporate trust office of
BNY TRUST COMPANY OF MISSOURI,
in St. Louis, 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 Bond Register at the close of business on the Record Date for
such interest by check or draft mailed by the Paying Agent to such registered owner at the address shown
on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such
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registered owner or in the case of an interest payment to the Securities Depository, by electronic transfer to
such registered owner upon written notice given to the Paying Agent signed by such registered owner not
less than
5
days prior to the Record Date for such interest, and containing the electronic transfer
instructions including the bank (which shall be in the continental United States), ABA routing number,
address and account name and account number to which such Registered Owner wishes to have such
transfer directed.
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 the Bonds have existed, happened and
been performed in due time, form and manner as required by law, and that before the issuance of the
Bonds, provision has been duly made for the collection and segregation of the revenues of the System and
for the application of the same as provided in the Ordinance.
IN WITNESS WHEREOF
, the CITY OF RICH HILL, 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 RICH HILL, MISSOURI
This Bond is one of the Bonds
of the issue described in the
within-mentioned
Ordinance. By:________________________________
Mayor
Registration Date: _______________
(Seal)
BNY TRUST COMPANY OF MISSOURI
Paying Agent ATTEST:
By: ___________________________ ___________________________________
Authorized Signatory City Clerk
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(FORM OF REVERSE SIDE OF BOND)
ADDITIONAL PROVISIONS
This Bond is one of a duly authorized series of bonds of the City designated “
Combined
Waterworks and Sewerage System Refunding Revenue Bonds, Series 2003
,” aggregating the principal
amount of
$495,000
(the “Bonds”), issued by the City for the purpose of refunding the Series 1992 Bonds,
under the authority of and in full compliance with the Constitution and laws of the State of Missouri,
including particularly Section 108.140 and Chapter 250 of the Revised Statutes of Missouri, as amended,
and an ordinance duly adopted by the governing body of the City (herein called the “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 maturing on March 1, 2009 and thereafter may be called for
redemption and payment prior to their Stated Maturity on March 1, 2008, and thereafter in whole or in part at
any time at the Redemption Price of 100% of the principal amount thereof, plus accrued interest thereon to
the Redemption Date.
Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof.
When less than all of the Outstanding Bonds are to be redeemed, such Bonds shall be redeemed from the
Stated Maturities selected by the City, and Bonds of less than a full Stated Maturity shall be selected by the
Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent may
determine.
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 Original Purchaser of the Bonds and each
Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register.
The Bonds are special obligations of the City payable solely from, and secured as to the payment
of principal and interest by a pledge of, the net revenues derived from the operation of the System, and the
taxing power of the City is not pledged to the payment of the Bonds either as to principal or interest. The
Bonds shall not be or constitute a general obligation of the City, nor shall they constitute an indebtedness
of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction.
The Bonds stand on a parity and are equally and ratably secured with respect to the payment of principal
and interest from the net income and revenues of the System and in all other respects with the Series
2003A Bonds. 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 City hereby covenants and agrees with the Registered Owner of this Bond that it will keep and
perform all covenants and agreements contained in the Ordinance, and will fix, establish, maintain and
collect such rates, fees and charges for the use and services furnished by or through the System, as will
produce revenues sufficient to pay the costs of operation and maintenance of the System, pay the principal
of and interest on the Bonds as and when the same become due, and provide reasonable and adequate
reserve funds. Reference is made to the Ordinance for a description of the covenants and agreements made
by the City with respect to the collection, segregation and application of the revenues of the System, the
A-4
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.
The Bonds are issuable in the form of fully registered Bonds without coupons in the denomination
of
$5,000
or any integral multiple thereof.
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. 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 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 this Bond shall be made in accordance with existing
arrangements among the City, the Paying Agent and the Securities Depository.
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE
OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR
TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
This Bond may be transferred
or exchanged, as provided in the Ordinance, only on the Bond Register upon surrender of this Bond
together with a written instrument of transfer or exchange satisfactory to the Paying Agent duly executed
by the Registered Owner or the Registered Owner’s duly authorized agent, and thereupon a new Bond or
Bonds in any authorized denomination of the same maturity and in the same aggregate principal amount
shall be issued to the transferee in exchange therefor as provided in the Ordinance and upon payment of
the charges therein prescribed. The City and the Paying Agent may deem and treat the person in whose
name 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.
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ASSIGNMENT
FOR VALUE RECEIVED
, the undersigned hereby sells, assigns and transfers unto
___________________________________________________________________________
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Bond on the Bond Register kept by the Paying Agent for
the registration thereof, with full power of substitution in the premises.
Dated: _______________ _______________________________________
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears upon the face of the within
Bond in every particular.
Signature Guaranteed By:
_______________________________________
Name of Eligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (17 CFR 240.17
Ad-15)
By: ________________________________
Title: ________________________________
A-6
LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.,
Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds:
GILMORE & BELL, P.C.
2405 Grand Boulevard
Suite 1100
Kansas City, Missouri 64108
(LEGAL OPINION OF BOND COUNSEL)
