HomeMy Public PortalAboutORD13877 BILL NO. 2005-7
• SPONSORED BY COUNCILMAN Brown
ORDINANCE NO. ) 3y
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE 2004-2005
BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY RECLASSIFYING A POSITION
WITHIN THE DEPARTMENT OF COMMUNITY DEVELOPMENT.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1.The 2004-2005 Budget of the City of Jefferson, Missouri is hereby amended
by changing the personnel schedule by the reclassification of full time positions within the
Community Development Department as outlined in Section 2 of this ordinance.
Section 2. The position of Service Writer, Pay Range 10($24,965-$38,571) Is hereby
reclassified to Mechanic, Pay Range 14 ($30,346 - $46,884).
Section 3. This ordinance shall be in full force and effect from and after the date of its
passage and approval.
Passed: Ann we 24PS�
Pres� Officer /lylayor
A �/
EST: APP VED A FORM:
try CI rk City Counselor
-1-
DILL NO.
ORDINANCE NO.I 5 7b
OF THE
CITY OF JEFFERSON,MISSOURI
PASSED MAY 4.2005
AUTHORIZING:
SEWERAGE SYSTEM REVENUE BONDS
(STATE REVOLVING FUND PROGRAM)
SERIES 2005A
,
j
• INDEX
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms......................................................................2
Section102. Additional Provisions.....................................................................................6
ARTICLE 11
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds...................................................................................6
Section 202. Security for Bonds..........................................................................................6
Section 203. Description of Bonds......................................................................................6
Section204. Designation of Paying Agent...........................................................................6
Section 205. Method and Place of Payment of Bonds...........................................................7
Section 206. Registration,Transfer and Exchange of Bonds.................................................7
Section 207. Execution,Authentication and Delivery of Bonds.............................................7
Section 208. Mutilated, Destroyed,Lost and Stolen Bonds...................................................8
Section 209. Cancellation and Destruction of Bonds Upon Payment.....................................8
• Section 210. Sale of the Bonds;Authorization and Execution of Documents.........................8
Section 211. Administrative Fee and Other Fees; Revolving Fund Loan................................9
ARTICLE 111
REDEMPTION OF BONDS
Section 301. Mandatory Sinking Fund Redemption..............................................................9
Section 302. Optional Redemption......................................................................................9
Section303. Selection of Bonds to Be Redeemed................................................................9
Section 304. Notice and Effect of Call for Redemption........................................................9
ARTICLE IV
RATIFICATION OF FUNDS AND ACCOUNTS
Section 401. Ratification of Funds and Accounts............................................................... 10
Section 402. Administration of Funds and Accounts.......................................................... I I
Section403. Acknowledgment of Accounts....................................................................... I I
ARTICLE V
APPLICATION OF BOND PROCEEDS
Section 501. Disposition of Bond Proceeds and outer Moneys.,.... ..................................... 12
Section 502. Assignment and Application of Moneys in the Construction Account.............. 1 I
•
• ARTICLE VI
APPLICATION OF REVENUES AND CAPITAL IMPROVEMENT SALES TAX REVENUES
Section 601 Revenue Fund and Capital Improvement Sales Tax Trust Fund....................... 12
Section 602. Application of Moneys in Funds and Accounts............................................... 13
Section 603. Deficiency of Payments into Funds and Accounts........................................... 14
Section 604. Transfer of Funds to Paying Agent................................................................ 16
ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEYS
Section701. Investment of Moneys.................................................................................. 16
ARTICLE VIII
PARTICULAR COVENANTS OF THE CITY
Section 801. Efficient and Economical Operation.............................................................. 15
Section 802. Rate Covenant.............................................................................................. 15
Section 803. Reasonable Charges for all Services.............................................................. 17
Section 804. Annual Budget............................................................................................. 17
Section 805. Annual Audit . ................................................................................. . 16
........... .
• Section 806. Performance of Duties.................................................................................. 16
Section 807. Tax Covenants............................................................................................. 16
ARTICLE IX
ADDITIONAL BONDS
Section901. Prior Lien Bonds.......................................................................................... 17
Section 902. Parity Lien Bonds or Obligations................................................................... 17
Section 903. Junior Lien Bonds ........................................................................................ 18
Section 904. Refunding Bonds.......................................................................................... 18
ARTICLE X
DEFAULT AND REMEDIES
Section 1001. Event of Default........................................................................................... 18
Section 1002. Remedies.....................................................................................................20
Section 1003. Limitation on Rights of Bondowners............................................................. 19
Section 1004. Remedies Cumulative...................................................................................19
Section 1005. No Obligation to Levy Taxes........................................................................ 19
ARTICLE XI
DEFEASANCE
• Section 1101. Defeasanee..................................................................................................21
ii
• ARTICLE XII
AMENDMENTS
Section1201, Amendments................................................................................................20
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section1301. Further Authority .........................................................................................22
Section1302. Severability. .............................................................................................. .22
Section 1303. Governing Law............................................................................................22
Section 1304. Effective Date..............................................................................................22
Passage ..................................................................................................................5.1
Signature ....................................................................................................5-1
Exhibit A—Additional Provisions
Exhibit B—Form of Bond
•
•
iii
• BILL NO:&9�—i--I ORDINANCE NO.
SPONSORED BY: Councilman Dean Martin
AN ORDINANCE AUTHORIZING THE ISSUANCE OF SEWERAGE SYSTEM
REVENUE BONDS (STATE REVOLVING FUND PROGRAM) SERIES 2005A OF
THE CITY OF JEFFERSON, MISSOURI, FOR THE PURPOSE OF EXTENDING
AND IMPROVING THE CITY'S SEWERAGE SYSTEM; PRESCRIBING THE FORM
AND DETAILS OF THE BONDS AND THE AGREEMENTS MADE BY THE CITY
TO FACILITATE AND PROTECT THEIR PAYMENT;AND AUTHORIZING A NO-
INTEREST LOAN FROM THE WATER AND WASTEWATER LOAN REVOLVING
FUND OR THE WATER AND WASTEWATER LOAN FUND OF THE STATE OF
MISSOURI AND PRESCRIBING OTHER RELATED MATTERS.
WHEREAS, the City of Jefferson, Missouri (the "City") is a constitutional charter city and
political subdivision of the State of Missouri, organized and existing under the constitution and laws of
the State of Missouri;and
WHEREAS, the City now owns and operates a revenue producing sewerage system serving the
City, its inhabitants and others within its service area, including connected and related appurtenances and
facilities and extensions, improvements, additions and enlargements made or acquired by the City aller
the date of this Ordinance(the "System");and
• WHEREAS, the City desires to make extensions and improvements to the System to be financed
in whole or in part by the issuance, pursuant to this Ordinance, of its Sewerage System Revenue Bonds
(State Revolving Fund Program) Series 2005A (the "Bonds") in the Original Principal Amount as set
forth in Exhibit A;and
WHEREAS, to provide the most cost effective financing of the extensions and improvements to
the System the City desires to participate in the Missouri Leveraged State Water Pollution Control
Revolving Fund Program (the "SRF Program") of the Missouri Department of Natural Resources
("DNR") and the State Environmental Improvement and Energy Resources Authority (the "Authority");
and
WHEREAS,the City is authorized under the provisions of Chapter 250 of the Revised Statutes of
Missouri (the "Act"), to issue and sell revenue bonds for the purpose of paying all or part of the cost of
extending and improving the System, with the cost of operation and mnintenance of the System and the
principal of and interest on revenue bonds payable solely from the Net Revenues(as defined below);and
WHEREAS, pursuant to the Act,a special bond election was duly held in the City on November
7,2000 on the following questions:
Shall the City of Jefferson, Missouri, issue its sewerage system revenue bonds in the
amount of$52,000,000 for the purpose of improving and extending the City's sewerage
system, the cost of operation and maintenance of said sewerage system and the principal
of and interest on said revenue bonds to be payable solely from the revenues derived by
the City from the operation of its sewerage system, including all future improvements and
extensions thereto?
•
• and it was found and determined that more than a simple majority of the qualified electors of the City
voting on the questions had voted in favor of the questions, the vote having been 14,406 votes for the
question and 2,687 votes against the question;and
WHEREAS, the City Council of the City has caused plans and specifications for upgrades and
improvements to the System and a cost estimate to be made by the Consulting Engineer (as defined
below);and
WHEREAS,the plans and specifications and the cost estimate are accepted and approved and are
on file in the office of the City Clerk, the amount of the estimated cost being not less than the Original
Principal Amount; and
WHEREAS, by Ordinance No. 13295 adopted on October 31, 2001 (the "Series 20018
Ordinance"),the City has issued its Sewerage System Refunding and Improvement Revenue Bonds(State
Revolving Fund Program), Series 2001B (the "Series 2001B Bonds"), dated November 20, 2001, in the
original principal amount of$24,875,000, of which $23,280,000 remains outstanding as of the date of
adoption of this Ordinance;and
WHEREAS, by Ordinance No, 13474 adopted on November 18, 2002 (the "Series 2002
Ordinance,"the Series 2001 B Ordinance and the Series 2002 Ordinance collectively referred to herein as
the "Outstanding Parity Bond Ordinance"), tlhe City has issued its Sewerage System Revenue Bonds,
Series 2002 (the "Series 2002 Bonds," the Series 2001B Bonds and time Series 2002 Bonds collectively
referred to herein as the "Outstanding Parity Bonds"), dated November I, 2002, in the original principal
amount of $5555,000, of which $5,180,000 remains outstanding as of the dale of adoption of this
• Ordinance;and
WHEREAS,the City,upon the issuance of the Bonds, will not have outstanding any other bonds
or other obligations payable from the Net Revenues other than die Outstanding Parity Bonds and the
Bonds;and
WHEREAS,under the provisions of the Outstanding Parity Bonds Ordinance,the City may issue
additional bonds payable out of the Net Revenues that are on a parity with the Outstanding Parity Bonds,
if certain conditions are met; and
WHEREAS, it is hereby found and determined that it is necessary and advisable and in the best
interest of the City and its inhabitants that revenue bonds be issued in the Original Principal Amount and
secured in the form and manner provided in this Ordinance and be sold to the Authority under the SRF
Program,subject to the terns of the Outstanding Parity Bond Ordinance,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
JEFFERSON,MISSOURI,AS FOLLOWS:
ARTICLE 1
DEFINITIONS
Section 101. Definitions of Words and Terms. Capitalized words and terms not otherwise
defined in this Ordinance have time meanings set forth in the Purchase Agreement (defined below), fit
addition to the foregoing and words and terns defined in the Recitals and elsewhere in this Ordinance,
• capitalized words and terns have the following meanings in this Ordinance:
2
• "Administrative Fee"means the fee payable to DNR equal to 0.714%of the outstanding principal
amount of the Revolving Fetid Loan on each Administrative Fee Calculation Date in Exhibit A.
"Authority Bonds"means the Water Pollution Control and Drinking Water Revenue Bonds (State
Revolving Funds Programs)Series 2005A of the Authority.
"Authority Program Bonds" means the Authority Bonds and any other bonds of the Authority
issued under the SRF Program,all or a portion of the proceeds of which are loaned to the City pursuant to
the SRF Program.
"Authorized Representative" means the representative of ilia City designated by the City in
accordance with the Regulations.
"Bondowner"means the Authority or its assigns.
"Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the
office of the Paying Agent.
"Consultant"means the Consulting Engineer,an independent certified public accountant or a firm
of independent certified public accountants.
"Consulting Engineer" means each independent engineer or engineering firm with experience in
designing and constructing wastewater treatment,sanitary sewerage or water pollution control facilities or
water production and transmission facilities,and retained by the City.
• "Current Expenses" means all reasonable and necessary expenses of ownership, operation,
maintenance and repair of the System and keeping the System in good repair and working order,
determined in accordance with generally accepted accounting principles, including current maintenance
charges, expenses of reasonable upkeep and 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, 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,obligations 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 ownership and operation of the System, but
excluding interest paid on System Revenue Bonds, depreciation and amortization charges (including
payments into the Depreciation and Replacement Account),and all general administrative expenses of the
City not related to the operation of die System.
"Dined Date"means May 19,2005.
"Defeasance Securities"means:
(a) Federal Securities;
(b) obligations of the Resolution Funding Corporation or any successor, but only if the use of
the obligations to pay and discharge Bonds pursuant to Article XI will cause the discharged Bonds to be
rated in the highest long-tern rating category by ilia Rating Agency;or
•
3
• (c) obligations of any state of the United States of America or of any agency, instrumentality
or local governmental unit of any state that:
(i) are not callable at the option of the obligor prior to maturity or for which
irrevocable instructions have been given by the obligor to call on the date specified io the
instructions,and
(ii) are fully secured as to principal, redemption premium and interest by a fund.
consisting of cash or Federal Securities,that:
(A) may be applied only to the payment of principal, redemption premium
and interest on die obligations,and
(B) is sufficient, ns verified by a nationally recognized independent certified
public accountant, to pay the principal, redemption premium and interest on the
obligations.
"Depreciation and Repincemenl Account" means the fund or account created or ratified and
confirmed by Section 401.
"Federal Securities" means any direct obligation of, or obligation the timely payment of the
principal of and interest on which is unconditionally guaranteed by, the United States of America and
backed by its full faith and credit.
• "Interest Payment Date"means each January I and July I,commencing January 1,2006.
"Net Revenues" means Revenues less Current Expenses.
"Operation and Maintenance Account" means the fund or account created or ratified and
confirmed by Section 401.
"Ordinance"means this Ordinance as from time to time amended in accordance with its terms,
"Outstanding" means, as of the date of determination, all Bonds issued and delivered under this
Ordinance,except:
(I) Bonds cancelled by the Paying Agent or delivered to file Paying Agent for
cancellation;
(2) Bonds for the payment of the principal or redemption price of and interest on
which money or Defeasance Securities are field under Section 1101;
(3) Bonds in exchange for which, or in lieu of which, other Bonds have been
registered and delivered pursuant to this Ordinance;and
(4) Bonds allegedly mutilated,destroyed, lost,or stolen and paid under Section 208.
"Outstanding Parity Bonds" means collectively the Series 2001B Bonds and cite Series 2002
Bonds.
•
4
• "Outstanding Parity Bond Ordinance" means collectively the Series 2001B Bond Ordinance and
the Series 2002 Bond Ordinance.
"Owner" means the Bondowner.
"Parity Bonds" means the Outstanding Parity Bonds and any parity bonds issued under Article IX
payable from the Net Revenues on a parity basis with the Bonds.
"Parity Ordinances" means die Outstanding Parity Bond Ordinance and any ordinances under
which any other Parity Bonds are issued.
"Purchase Agreement" means the Purchase Agreement dated as of May I, 2005, by and among
the City,the Authority and DNR.
"Record Date" means the 15th day (whether or not a Business Day) of the calendar month next
preceding the applicable Interest Payment Date,
"Revenue Fund" means the fund or account created or ratified and confirmed by Section 401.
"Revenues" means all income and revenues derived by the City from the System, determined in
accordance with generally accepted accounting principles, including investment and rental income, net
proceeds from business interruption insurance, sales tax revenues which have been annually appropriated
by the City or which are limited solely to the payment of improvements to or expenses of tite System and
any amounts deposited in escrow in connection will the acquisition,construction, remodeling, renovation
• and equipping of facilities to be applied during the period of determination to pay interest on System
Revenue Bonds and any other moneys of the City(including without limitation,any Capital Improvement
Sales Tax Revenues) which have been appropriated by the City Council to pay Current Expenses of the
System or debt service on any System Revenue Bonds, but excluding any profits or losses on developer
financed System assets contributed to the City, the early extinguishment of debt or on the sale or other
disposition of investments or fixed or capital assets not in the ordinary cause of business.
"Revolving Fund Agreement"means the Revolving Fund Agreement dated as of May I, 2005, by
and among the City,the Authority and DNR.
"Revolving Fund Loam" means the no-interest loan to the City by DNR from the Water and
Wastewater Loan Revolving Fund or The Water and Wastewater Loan Fund under the Revolving Fund
Agreement.
"SRF Program" means, collectively, the SRF Drinking Water Program and the Missouri
Leveraged State Water Pollution Control Revolving Fund Program.
"SRF Program Bonds" means die Bonds, the Series 2001 B Bonds and any other System Revenue
Bonds issued in connection with ilia City's participation in the SRF Program.
"SRF Subsidy" means the amount of investment earnings which will accrue on the Reserve
Account during each Fiscal Year (taking into account scheduled transfers from the Reserve Account
which will occur upon the payment of principal on the Authority Program Bonds and assuming that the
construction for the applicable project has been completed), if the Reserve Security is equal to ilia
Reserve Percentage of the principal amount of the SRF Program Bonds outstanding,the Reserve Account
• is invested in an investment agreement at a fixed interest rate during the calculation period and earnings
are reduced by the Administrative Fee payable to DNR. Administrative Fee, Reserve Account, Reserve
5
• Percentage and Reserve Security as used in this definition have the respective meanings set forth in the
bond indentures for the applicable Authority Program Bonds.
"State" means the State of Missouri.
"Surplus Account" means the fund or account created or ratified and confirmed by Section 401,
"System Revenue Bonds" means collectively the Bonds, the Parity Bonds and all other revenue
bonds which are payable from the Net Revenues.
"Terms Certificate" means the Terns Certificate of the City, dated the date of adoption of this
Ordinance,related to a purchase contract for the Authority Bonds.
"Trustee"means the trustee acting at any time as Trustee under the Indenture.
"User Charge Ordinance" means Ordinance No.( of the City passed on as
amended,supplemented or replaced and approved by DNR.
Section 102,Additional Provisions Additional provisions are set forth in Exhibit A.
ARTICLE 11
• AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds, The Bonds are authorized and directed to be issued in the
Original Principal Amount for the purposes of this Ordinance,
Section 202. Security for Bonds.
(a) The Bonds are special, limited obligations of the City payable solely from, and secured
by a pledge of, the Net Revenues. The taxing power of the City is not pledged to the payment of the
Bonds, The Bonds do not constitute a general obligation of the City or an indebtedness of the City within
the meaning of any constitutional,statutory or charter provision,limitation or restriction,
(b) The Bonds are issued on a parity with the Outstanding Parity Bonds.
Section 203. Description of Bonds, The Bonds consist of fully registered bonds without
coupons, numbered from R-I consecutively upward, in the denomination of $1,000 or any integral
multiple of 9,000. The Bonds will be issued in substantially the form of Exhibit 13 and will be
registered,transferred and exchanged as provided in Section 206. The Bonds are dated the Dated Date as
set forth on the Bonds. The Bonds become due on the dales and in he principal amounts (subject to
optional and mandatory redemption prior to maturity as provided in Article Ill) and bear interest at the
annual rates set forth in Exhibit A. Interest is computed on the basis of a 360-day year of twelve 30-day
months from the Dated Date or from the most recent Interest Payment Date to which interest has been
paid or provided for and is payable on each Interest Payment Date.
Section 204. Designation of Paving Agent. The Trustee is designated as the City's paying agent
for the payment of the Bonds and bond registrar for the registration,transfer and exchange of Bonds(the
• 'Paying Agent"). The Paying Agent will not be paid any additional fees for its services order this
Ordinance.
6
• Section 205. Method and Place of Payment of Bonds.
(a) Payment of the Bonds will be made with any coin or currency that is legal tender for the
payment of debts due the United States of America on the payment date.
(b) Each payment of principal of and redemption premium, if any, on each Bond will be
made at maturity or upon earlier redemption to the Owner shown in the Bond Register,upon presentation
and surrender of the Bond at the principal office of the Paying Agent. The interest on tine Bonds will be
paid on each Interest Payment Date to the person in whose name this Bond is registered on the
registration books maintained by the Paying Agent at the close of business on the Record Date. The
principal of and redemption premium, if any,and interest on the Bonds is payable by electronic transfer in
immedintely available federal funds to a bank in the continental United States of America pursuant to
instructions from any Owner received by the Paying Agent prior to the Record Date.
(c) The Paying Agent will keep a record of payment of principal of, redemption premium, if
any, and interest on all Bonds and, at least annually at the request of the City, will forward a copy or
summary of the record of payments to the City.
Section 206. Registration.Transfer and Exchange of Bonds.
(a) The City will cause the Paying Agent to keep the Bond Register. Each Bond when issued
will be registered in the name of the Owner on the Bond Register. Bonds will be transferred and
exchanged only upon the Bond Register.
• (b) Upon surrender of any Bond at the principal office of the Paying Agent,the Paying Agent
will transfer or exchange the Bond for a new Bond or Bonds in any authorized denomination of the same
maturity and in the same aggregate principal amount as the Bond which was presented for transfer or
exchange. All Bonds presented for transfer or exchange must be accompanied by a written instrument of
transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying
Agent, duly executed by the Owner or by the Owner's authorized agent. All Bonds presented for transfer
or exchange must be surrendered to the Paying Agent for cancellation.
(c) For every exchange or transfer of Bonds the City or the Paying Agent may levy a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid for the
exchange or transfer. The charge must be paid by the person requesting the exchange or transfer.
Payment of the charge is a condition precedent to the exchange or transfer.
(d) The City and the Paying Agent will treat the person in whose name any Band is
registered as the absolute owner of the Bond, whether or not payment of the Bond is overdue, for the
purpose of receiving payment of the principal of, redemption premium, if any, and interest on the Bond
and for all other purposes. All payments made to any Owner or upon the Owner's order will be valid and
effectual to satisfy and discharge the City's liability for payment of the Bond to the extent of the sum or
sums paid. Neither the City nor the Paying Agent will be affected by any notice to the contrary.
(e) At reasonable times and under reasonable rules established by the Paying Agent, the
Owners of 25%or more in principal amount of the Outstanding Bonds,or their representative designated
in a manner satisfactory to the Paying Agent, may inspect and copy the Bond Register.
Section 207. Execution. Authentication and Delivery of Bonds.
•
7
• (a) Each Bond must be signed by the manual or facsimile signature of the Mayor and attested
by the manual or facsimile signature of the City Clerk, and have the official seal of the City affixed or
imprinted. If any officer whose manual or facsimile signature appears on any Bond ceases to be an
officer before the delivery of any Bond signed by the officer, the manual or facsimile signature on the
Bond will be valid and sufficient for all purposes of this Ordinance.
(b) The Mayor and the City Clerk are directed to prepare and execute the Bonds as specified
in this Article, and when executed, to deliver the Bonds to the Paying Agent for authentication. Upon
authentication, the Paying Agent will deliver the Bonds to the Bondowner, upon payment of the purchase
price for the Bonds.
(c) Each Bond will be authenticated by any authorized officer or employee of the Paying
Agent. No Bond is entitled to any security or benefit under this Ordinance or be valid or obligatory for
any purpose until authenticated by the Paying Agent.
Section 208. Mutilated, Destroyed. Lost and Stolen Bonds.
(a) If(i) any mutilated Bond is surrendered to the Paying Agent, or the City and the Paying
Agent receive evidence to their satisfaction of the mutilation, destruction, loss or theft of any Bond, and
(ii) there is delivered to the City and the Paying Agent security or indemnity as required by them, in the
absence of notice to the City or the Paying Agent dial the Bond has been acquired by a bona fide
purchaser, the City will execute and the Paying Agent will register and deliver, in exchange for or in lieu
of any mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor and
principal amount. If the Bond has become or is about to become due,the City may pay the Bond instead
• of issuing a new Bond.
(b) Upon the issuance of any new Bond under this Section, the City may require the payment
by the Owner of a sum sufficient to cover any tax or other governmental charge imposed and any other
expenses(including the fees and expenses of the Paying Agent)connected with the issuance of the Bond.
(c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost
or stolen Bond will constitute a replacement of the prior obligation of the City, whether or not the
mutilated, destroyed, lost or stolen Bond is enforceable by anyone at any time,and will he entitled to all
the benefits of this Ordinance equally and ratably with all other Outstanding Bonds.
Section 209. Cancellation and Destruction of Bonds Upon Payment. All Bonds which have been
paid or redeemed or which have otherwise been surrendered to the Paying Agent, either at or before
maturity, will be cancelled immediately upon the payment or redemption and the Paying Agent's receipt
of the Bonds, Cancelled Bonds will be periodically destroyed by the Paying Agent. The Paying Agent
will execute a certificate in duplicate describing the destroyed Bonds and file an executed counterpart of
the certificate with the City.
Section 210. Sale of the Bonds; Authorization and Execution of Documents,
(a) The Bonds will be sold to the Bondowner at the purchase price set forth in Exhibit A,
plus accrued interest,if any,under the terns of the Terns Certificate and the Purchase Agreement.
(b) The City is authorized to enter into the Purchase Agreement and the Revolving Fund
Agreement, in substantially the forms presented to the Governing Body. The Mayor is authorized to
execute the Purchase Agreement, the Revolving Fund Agreement and the Ternts Certificate for and on
• behalf of and as the act and decd of the City, wish changes approved by the Mayor, which approval will
8
• be conclusively evidenced by the Mayor's signature. The Mayor is further authorized and directed to
execute other documents, certificates and instruments that are necessary or desirable to carry out the
intent of this Ordinance. The City Clerk is authorized and directed to attest the execution of the Purchase
Agreement and the Revolving Fund Agreement and any other documents,certificates and instruments that
are necessary or desirable to carry out the intent of this Ordinance and the Terns Certificate.
Section 211. Administrative Fee and Other Fees; Revolving Fund Loan.
(a) Subject to Section 202, the City will pay to the Trustee for deposit in the Administrative
Expense Fund,within 30 days after receipt of a statement from the Trustee(i) the Administrative Fee,(ii)
the City's Allocable Portion of the Masler Trustee's Disclosure Fee,and(iii)the City's Allocable Portion
of the Trustee's Fee.
(b) The City is authorized to receive the Revolving Fund Loan under the terms of the
Revolving Fund Agreement. By this Ordinance, the City assigns the proceeds of the Revolving Fund
Loan,as and when received,to the Authority.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Mandatory Sinking Fund Redemption. The Terns Bonds derined in Exhibit A will
be redeemed in part on the dates and in the principal amounts in Exhibit A,at a redemption price equal to
• 100%of the principal amount redeemed plus accrued interest to the redemption date.
Section 302. Optional Redemption. At the option of the City, certain Bonds may be called for
redemption and payment prior to maturity in whole or in part on the dates and at the redemption prices set
forth in Exhibit A. Bonds will be optionally redeemed in part in integral multiples of$5,000 (unless
otherwise approved in writing by the Bondowner) from the maturities selected by the City with the prior
written consent of the Bondowner. Upon redemption, the sinking fund redemption amounts for each
Term Bond in Exhibit A, if any, will be proportionately reduced (unless otherwise directed by the City
with the prior written consent of the Bondowner), subject to rounding to integral multiples of $5,000
(unless otherwise approved in writing by the Bondowner). The City will give written notice to the
Trustee designating the amount of each maturity redeemed and the reduction in each sinking fund
redemption amount, subject to verification by the Trustee. In exercising its option to redeem the Bonds,
the City will deposit with the Paying Agent, prior to the redemption date,an additional premium equal to
30-days' interest on the Bonds to be redeemed and any charges assessed under the terns of the
Investment Agreement as a result of such redemption.
Section 303. Selection of Bonds to Be Redeemed. If all Outstanding Bonds are held by the
Bondowner, die redemption of the Bonds in part will be reflected fu the records maintained by the Paying
Agent. If the Bonds are held by any owner other than the Bondowner, the City, with the prior written
consent of the Paying Agent and the owners, will establish procedures for the selection of Bonds upon
partial redemption.
Section 304. Notice and Effect or Call for Redemption.
(a) If all Outstanding Bonds are held by the Bondowner,no notice of the mandatory sinking
• fund redemption of Bonds is required to be given. If the Bonds are held by any owner other than the
Bondowner or if Bonds are being optionally redeemed, notice of redemption will be given in the manner
9
• described below. Unless waived by any Owner of Bonds to be redeemed, the Paying Agent, on behalf of
the City, will give notice by mailing a redemption notice by registered or certified mail, at lead 45 days
prior to the date fixed for redemption, to the Owner of Bonds to be redeemed at the address shown on the
Bond Register.
(b) All redemption notices will be dated and include the following information:
(1) the redemption date,
(2) the redemption price, consisting of the principal amount, redemption premium, if
any,and interest to the redemption date,
(3) if less than all Outstanding Bonds are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts)of the Bonds to be redeemed,
(4) a statement that on the redemption date the redemption price will become due
and payable upon each Bond or portion of a Bond called for redemption,and that interest ceases
to accrue on the redeemed amount from and after the redemption date,and
(5) the address of the principal office of the Paying Agent where the Bonds must be
surrendered for payment of tine redemption price.
(c) If notice of redemption has been given or waived,the Bonds or portions to be redeemed
will become due and payable on the redemption date at the redemption price specified in the notice,
From and after the redemption date(unless the City defaults in the payment of the redemption price), the
• called Bonds will cease to bear interest. Upon the surrender of Bonds for payment of the redemption
price in accordance with the notice, the Paying Agent will pay the redemption price to the applicable
Owners. Upon the Paying Agent's receipt of any Bond being partially redeemed, the Paying Agent will
prepare a new Bond or Bonds of the same maturity in die amount of the unpaid principal.
ARTICLE IV
RATIFICATION OF FUNDS AND ACCOUNTS
Section 401, Ratification of Funds and Accounts. The funds and accounts in the treasury of the
City created in, or acknowledged, ratified or confirmed by the Outstanding Parity Bond Ordinance are
hereby ratified and confirmed or acknowledged:
(1) Sewerage System Revenue Fund(the "Revenue Fund");
(2) Sewerage System Operation and Maintenance Account (the "Operation and
Maintenance Account");
(3) Debt Service Accounts under the Outstanding Parity Bond Ordinance (the
"Outstanding Parity Bond Debt Service Account");
(4) Debt Service Reserve Accounts under the Outstanding Parity Bond Ordinance(tile
"Outstanding Parity Bond Debt Service Reserve Account");
•
10
• (5) Sewerage System Depreciation and Replacement Account(the"Depreciation and
Replacement Account');and
(G) Sewerage System Surplus Account(the"Surplus Account").
Section 402. Administration or Funds and Accounts. The funds and accounts described in
clauses (1), (2), (5) and (G) of Section 401 will be maintained and administered by, or on behalf of, the
City under this Ordinance and the Outstanding Parity Bond Ordinance while any of the Bonds and the
Outstanding Parity Bonds are outstanding, The funds or accounts described in clauses (3) and (4) of
Section 401 will be maintained and administered while the applicable Outstanding Parity Bonds are
outstanding under the Outstanding Parity Bond Ordinance.
Section 403. Acknowledgment of Accounts,
(a) The City acknowledges the creation of the following accounts for the City held by the
Trustee under the Indenture:
(1) Construction Account;
(2) Reserve Account;
(3) State Match Portion Debt Service Account;
(4) Leveraged Portion Debt Service Account;
(5) Principal Account;and
(G) Interest Account.
(b) The City further acknowledges that certain amounts will be transferred to the Costs of
Issuance Fund and the Administrative Expense Fund under the Indenture in satisfaction of certain City
obligations under this Ordinance,the Purchase Agreement and the Revolving Fund Agreement.
ARTICLE V
APPLICATION OF BOND PROCEEDS
Section 501. Disposition of Bond Proceeds and Other Moneys. The proceeds received from the
sale of the Bonds, including any premium and accrued interest, will be deposited simultaneously with the
delivery of the Bonds,as follows:
(1) into the Costs of Issuance Fund an amount equal to the Costs of Issuance in
Exhibit At
(2) into the Interest Account the accred interest, if any,on the Bonds;and
(3) into the Construction Account the remaining proceeds of the Bonds.
Section 502, Assignment and Application of Moneys in the Construction Account,
•
Il
• (a) By this Ordinance, the City assigns the proceeds of the Bonds held in the Construction
Account to the Bondowner to secure the City's obligations under this Ordinance. Moneys in the
Construction Account will be disbursed to the City for the sole purpose of paying the cost of extending
and improving the System in accordance with the plans and specifications prepared by the Consulting
Engineer, previously approved by the Governing Body and DNR and on file in the office of the City
Clerk, including any alterations in or amendments to the plans and specifications approved by the
Governing Body and DNR with the advice of the Consulting Engineer.
(b) Requisitions will be submitted for withdrawals from the Construction Account in
accordance with Article 111 of the Purchase Agreement.
ARTICLE VI
APPLICATION OF REVENUES
Section 601. Revenue Fund. The City covenants and agrees that from and afler the delivery of
the Bonds,all Revenues derived and collected by the City will be deposited into the Revenue Fund when
received. The Revenues will be segregated from all other moneys,revenues, funds and accounts of the
City. The Revenue Fund will be administered and applied solely for the purposes and in tine manner
provided in this Ordinance and any Parity Ordinance.
Section 602. Application of Monevs in Funds and Accounts.
• (a) The City will apply moneys in the Revenue Fund on the dates, in the amounts and in the
order as follows:
(1) on the first day of each month to the Operation and Maintenance Account on
amount sufficient to pay the estimated cost of operating and maintaining the System during the
month;
(2) on the 25th day of each month, on a parity basis (i) to the Outstanding Parity
Bond Debt Service Account the amount required under the Outstanding Parity Bond Ordinance
and (ii) the following amounts to the Trustee for credit to the Interest Account and (lie Principal
Account:
(A) on June 25, 2005 to and including December 25, 2005, to the Interest
Account 1/7 of the amount of interest on the Bonds due on January 1, 2006 less accrued
interest, if any,deposited to the Interest Account;and on January 25, 2006 and thereafter
1/6 of the amount of interest due on the Bonds on the next Interest Payment Date,with all
such monthly payments to be reduced as follows:
(1) the balance in the State Match Portion Debt Service Account and
the Leveraged Portion Debt Service Account on an Interest Payment Date after
the payment of the principal of and interest due on the Authority Bonds on the
Interest Payment Date will be credited against the next succeeding monthly
payment or payments;and
(11) the projected investment earnings on the Construction Account
• and the Reserve Account for the current Interest Period and actual investment
earnings for the prior Interest Period reduced by estimated camings for the
12
• preceding Interest Period that were previously credited, as set forth in the
Trustee's semiannual notice to the City, will be credited in equal installments
against the monthly payments due prior to the next Interest Payment Date; and
(B) on July 25, 200_ and each monthly payment date thercalier, to the
Principal Account 1/12 of the principal due on the Bonds on the next succeeding
principal payment date,whether at maturity or upon mandatory sinking fund redemption.
If the Initiation of Operation specified in the certificate delivered by the City under
Section 3.5 or the Purchase Agreement is earlier than the expected Initiation of Operation
on the City's signature page to the Purchase Agreement, (i) the first monthly installment
of principal will be paid no later than the monthly payment date which is not more than
12 months after the Initiation of Operation,and(if)on the monthly payment date which is
not more than 20 years after the Initiation of Operation, all remaining unpaid principal
installments will be paid;
(3) on the dates required by Section 211(a), to the Trustee, for deposit to the
Administrative Expense Fund, the amount required to pay the Administrative Fee, the City's
Allocable Portion of the Trustee's Fee and the City's Allocable Portion of the Master Trustee's
Disclosure Fee;
(4) on the first day of each month, to the Outstanding Parity Bond Debt Service
Reserve Account as required by the Outstanding Parity Bond Ordinance and in the event the
Trustee has withdrawn moneys from the Reserve Account(other than investment earnings or the
amount transferred from the Reserve Account upon the payment of princpai on the Bonds), to the
Reserve Account all available moneys until the Reserve Account Inns been replenished in
• accordance with the indenture;
(5) on the first day of each month,to the Depreciation and Replacement Account,the
amount required by the User Charge Ordinance;and
(6) on the first day of each month the remaining balance to the Surplus Account.
(b) If the amount in the Revenue Fund is not sufficient to make the payments at the time
required to be made by the City to the Interest Account,die Principal Account and the Outstanding Parity
Bond Debt Service Account, the City will apply the remaining balance in the Revenue Fund on a
proportionate basis (based upon the outstanding principal amounts of the Bonds and the Outstanding
Parity Bonds) to the Principal Account, the Interest Account and the Outstanding Parity Bond Debt
Service Account.
(c) If the amount in the Revenue Fund is not sufficient to make the payments at the tittle
required to be made by the City to the Reserve Account and to the Outstanding Parity Bond Debt Service
Reserve Account,the City will divide the balance in the Revenue Fund between the Reserve Account and
the Outstanding Parity Bond Debt Service Reserve Account on a proportionate basis (based upon the
outstanding principal amounts of the Bonds and the Outstanding Parity Bonds).
(d) Except as provided fit Section 603,moneys in the Depreciation and Replacement Account
will be used by the City for the purpose of making replacements and repairs to the System in order to
keep the System in good repair and working order and to assure the continued effective and efficient
operation of the System. This provision will not be construed to modify any more restrictive provision of
the Outstanding Parity Bond Ordinance for the use if moneys in the Depreciation and Replacement
• Account.
13
• (e) Moneys in the Surplus Account are to be expended for the following purposes as
determined by the Governing Body:
(I) paying the cost of the operation, maintenance and repair of the System to the
extent necessary after the application of the moneys held in the Operation and Maintenance
Account and in the Depreciation and Replacement Account;
(2) paying the cost of extending,enlarging or improving the System;
(3) preventing default in,anticipating payments into or increasing the amounts in the
accounts confirmed or established in Section 401,the Principal Account,the Interest Account,the
Reserve Account or the Depreciation and Replacement Account,or establishing or increasing the
amount of any debt service account or debt service reserve account created by the City for the
payment of any System Revenue Bonds subsequently issued;or
(4) redeeming and paying prior to maturity, or, at the option of the City, purchasing
in the open market at die best price obtainable not exceeding the call price (if any bonds are
callable), the Bonds, the Outstanding Parity Bonds or any other System Revenue Bonds of the
City hereafter issued under the conditions hereinafter specified and standing on a parity with the
Bonds, including principal, redemption premium, if any,and interest.
(f) All amounts paid and credited to the Operation and Maintenance Account will be
expended solely for die purpose of paying the Current Expenses of the System.
• (g) No moneys derived by the City from the System will be diverted to the general
governmental or municipal functions of the City.
(h) If the deposits to the Operation and Maintenance Account (the "OM Deposits") required
under this Section are greater than the OM Deposits required in the User Charge Ordinance, the OM
Deposits under the User Charge Ordinance will be deemed a credit toward OM Deposits required under
this Section. If the OM Deposits required under this Section are less Ilan those required in the User
Charge Ordinance, OM Deposits under this Section will be deemed a credit to OM Deposits required
under the User Charge Ordinance.
Section 603. Deficiency of Payrnents into Funds and Accounts.
(a) If the Revenues are insufficient to make any payment on any date specified in this
Article, the City will make good the amount of the deficiency by making additional payments out of the
first available Revenues for application in the order specified in Section 602.
(b) If the moneys in the Outstanding Parity Bond Debt Service Account, the Outstanding
Parity Bond Debt Service Reserve Account, the Principal Account, the Interest Account, or the Reserve
Account arc not sufficient to pay the principal of and interest on the Outstanding Parity Bonds and the
Bonds as and when the same become due, the City will apply moneys in the Surplus Account and the
Depreciation and Replacement Account on a proportionate basis (based upon the outstanding principal
amounts of the Bonds and the Outstanding Parity Bonds) to the Principal Account, the Interest Account,
the Outstanding Parity Bond Debt Service Account, the Reserve Account and the Outstanding Parity
Bond Debt Service Reserve Account to prevent any default in the payment of the principal of and interest
on the Bonds and the Outstanding Parity Bonds.
•
14
• Section 604. Transfer of Funds to Paving Agent. The City Clerk is authorized and directed to
make the payments to the Principal Account and ilia Interest Account as provided in Section 602 and, to
the extent necessary to prevent a default in the payment of the Bonds, from the Reserve Account, the
Surplus Account and the Depreciation and Replacement Account as provided in Sections 602 and 603.
sums sufficient to pay the Bonds when due, and to forward amounts to the Paying Agent in a manner
which ensures the Paying Agent will have sufficient available funds on or before the second Business Day
immediately preceding the dates when payments on the Bonds are due. Upon the payment of all principal
and interest on the Bonds,the Paying Agent will return any excess funds to the City. Except as otherwise
provided in the Indenture, all moneys deposited by the City with the Paying Agent are subject to the
provisions of this Ordinance.
ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEYS
Section 701. Investment of Moneys.
(a) Moneys in the Interest Account, the Principal Account, the Construction Account, ilia
State Match Portion Debt Service Account, the Leveraged Portion Debt Service Account and the Reserve
Account are assigned by the City to the Authority to secure the City's obligations under this Ordinance
and the City acknowledges that moneys in the Interest Account, the Principal Account, the Construction
Account, the State Match Portion Debt Service Account, the Leveraged Portion Debt Service Account
and the Reserve Account will be invested by the Authority, subject to the Arbitrage Instructions, in
Investment Securities in accordance with the Indenture. Moneys in each of the other funds and accounts
created or ratified and confirmed by this Ordinance may be invested by the City in obligations as may be
permitted by law, but no investment will be made for a period extending longer than the date when the
moneys invested may be needed. All earnings on any investments held in any fund or account will accrue
to the applicable fund or account. hn determining the amount held in any fund or account under this
Ordinance, obligations will be valued at the lower of cost or market value. If the amount in any fund or
account held within the Treasury of the City is greater than the required amount,the City may transfer the
excess to the Revenue Fund.
(b) If the Outstanding Parity Bonds are outstanding,any investments of moneys in the funds
and accounts referenced in Section 401 made pursuant to this Section are subject to applicable restrictions
in the Outstanding Parity Bond Ordinance.
ARTICLE VIII
PARTICULAR COVENANTS OF TFIE CITY
Section 801. Efficient and Economical OneratiotL The City will continuously own and will
operate the System in an efficient and economical manner and will keep and maintain the System in good
repair and working order.
Section 802. Rate Covenant. The City will fix,establish, maintain and collect rates and charges
for the use and services furnished by or through the System to produce income and 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 due,(c)enable the City to have in each Fiscal Year Net Revenues of not less than
• 110%of the amount required to be paid by the City in the Fiscal Year on account of both principal of and
interest on all System Revenue Bonds at the time outstanding, provided that interest on any SRF Program
15
• Bonds will he reduced by the SRF Subsidy, ifany; and(d)provide reasonable and adequate reserves for
the payment of the Bonds and ilia 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 dirough the System and will promptly take whatever action is legally permissible to enforce and collect
delinquent charges.
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 die income and revenues derived by the City from the System are insufficient to pay Ilia
reasonable expenses of operation and mahtenance of the System and the principal of and interest on Ilia
Bonds when due, the City will 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 ilia City or any
of its departments by the System.
Section 804. Annual Budile Prior to ilia commencement of each Fiscal Year, the City will
cause a budget setting forth the estimated receipts and expenditures of the System for the next succeeding
Fiscal Year to be prepared and filed with the City Clerk. The City Clerk, within 30 days after the end of
the current Fiscal Year, will mail a copy of die budget to the Bondowner. The City Clerk will provide a
copy of the budget to the Trustee upon request. The annual budget will be prepared in accordance with
the laws of the State.
Section 805. Annual Audit.
(a) Promptly after the end of each Fiscal Year,the City will cause an audit of tiie System for
the preceding Fiscal Year to be made by a certified public accountant or firm of certified public
• accountants employed for that purpose and paid from the Revenues. The annual audit will cover in
reasonable detail the operation of the System during the Fiscal Year.
(b) Within 180 days after the end of the City's Fiscal Year,a copy of the annual audit will be
filed in die office of die City Clerk,and a duplicate copy of the audit will be mailed to the Bondowner and
the Trustee. The annual audit will be open to examination and inspection during normal business hours
by any taxpayer,any user of the services of the System,any Owner of the Bonds,or anyone acting for or
on behalf of the taxpayer,user or Owner.
(c) As soon as possible after the completion of the annual audit, the Governing Body will
review the annual audit, and if the annual audit reveals any breach or this Ordinance, the City agrees to
promptly cure the breach.
Section 806. Performance of Duties. The City will faithfully and punctually perform all duties
and obligations with respect to ilia operation of the System now or hereafter imposed upon the City by ilia
Constitution and laws of the State and ilia provisions of this Ordinance.
Section 807. Tax Covenants.
(a) The City will comply with all applicable provisions of the Code, including Sections 103
and 141 through 150, necessary to maintain the exclusion of interest on the Authority Bonds from gross
income for federal income tax purposes. The City will not use or permit the use of any proceeds of the
Bonds or any other funds of the City,nor take or pennit any other action,or fail to take any action, which
would adversely affect the exclusion of interest on the Authority Bonds from gross income for federal
income tax purposes. The City will adopt ordinances or resolutions and take other actions necessary to
•
16
• comply with the Code and with dher applicable future law, in order to ensure that die interest on the
Authority Bonds will remain excluded from federal gross income.
(b) The City (1) will use the proceeds of the Bonds as soon as practicable for the purposes
for which the Bonds are issued, and (2) 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 Authority Bonds to be "arbitrage bonds" within the meaning of Section
148(n)of the Code.
(c) The City will not use any portion of the proceeds of the Bonds, including any investment
income earned on the proceeds, directly or indirectly, (1) in a manner that would cause any Bond to be a
"private activity bond"within the meaning of Section 141(x)of the Code,or(2) to make or finance a loan
to any person.
(d) The City will pay to the Trustee, for deposit to the Interest Account and subsequent
transfer as provided in the Indenture, an amount equal to arbitrage rebate and the costs incurred in
connection with determining arbitrage rebate, at die times required by the Arbitrage Instructions. The
provisions of this paragraph will survive the payment in full or defeasance of the Bonds.
ARTICLE IX
ADDITIONAL BONDS
• Section 901. Prior Lien Bonds. Except as provided in Section 904, the City will not issue any
debt obligations payable out of the Net Revenues which are superior in lien, security or otherwise to the
Bonds.
Section 902. Parity Lien Bonds or Obligations.
(a) The City will not issue any additional bonds or other long—term obligations payable out
of the Net Revenues of the System which stand on a parity or equality with the Bonds unless the
following conditions are met:
(1) die City is not in default in the payment of principal or interest on the Bonds or
any Parity Bonds or in making any deposit into the funds and accounts under this Ordinance or
any Parity Ordinance; and
(2) the City provides to the Bondowner and the Trustee a certificate showing either
of the following:
(A) the average annual Net Revenues as set forth in the two most recent
annual audits for Fiscal Years preceding the issuance of additional bonds, are at least
110% of the average annual debt service on the System Revenue Bonds, including the
additional bonds proposed to be issued, to be paid out cf the Net Revenues in all
succeeding Fiscal Years. Interest to be paid on any SRF Program Bonds may be reduced
by the SRF Subsidy, if any. If the City has made any increase in rates for the use and
services of the System and the increase has not been in effect during all of the two Fiscal
Years for which annual audits are available, the City may add the additional Net
• Revenues which would have resulted if the rate increase had been in effect for the entire
period to the audited Net Revenues,as certified by the Consultant;or
17
(B) the estimated average annual Net Revenues for the two Fiscal Years
immediately following the Fiscal Year in which the improvements to the System being
financed by the additional bonds are to be in commercial operation, as certified by the
Consultant, is at least l 10% of the average annual debt service on the System Revenue
Bonds, including the additional bonds proposed to be issued, to be paid out of Ilia Net
Revenues in succeeding Fiscal Years following the commencement of commercial
operation of the improvements. Interest to be paid on any SRF Program Bonds may be
reduced by the SRF Subsidy, if any. In determining the amount of estimated Net
Revenues for the purpose of this subsection,the Consultant may adjust the estimated net
income and revenues by adding ilia estimated increase in Net Revenues resulting from
any increase in rates for the use and services of the System approved by the City.
(b) If the conditions set forth in this Section are satisfied, the City (i) may issue additional
revenue bonds or other obligations of the City on a parity with the Bonds and that enjoy complete
equality of the lien on ilia Net Revenues with the Bonds, (ii) may make equal provision for paying the
additional revenue bonds or other obligations from the Revenue Fund, and (iii)may secure tine additional
revenue bonds or other obligations by funding reasonable System debt service accounts and debt service
reserve accounts from the Net Revenues.
Section 903. Junior Lien Bonds. Nothing in this Article prohibits or restricts the right of the City
to issue additional revenue obligations,including revenue bonds, for the purpose of extending,improving,
enlarging, repairing or altering the System, or refunding obligations issued for such purpose, thm are
• subordinate to the Bonds if at the time of the issuance of the additional revenue obligations the City is not
in default in the performance of any covenant or agreement in this Ordinance. If the City is in default in
paying either interest on or principal of the Bonds,or if the Reserve Account is not fully funded, the City
shall not make any payments on the subordinate revenue obligations until the default is cured, Subject to
the limitations in this Section, the City may make provision for paying the principal of and interest on the
subordinate revenue bonds or obligations from moneys in the Revenue Fund.
Section 904. Refunding Bonds. The City may, without complying with the provisions of
Section 902, refund any of the Bonds or any Parity Bonds in a manner which provides debt service
savings to the City, and the refunding bonds so issued will be on a parity with any or the Bonds or any
Parity Bonds that are not refunded. If the Bonds are refunded in part and the refunding bonds bear a
higher average rate of interest or become due on a date earlier than that of the Bonds which are refunded,
the City must obtain the prior written consent of the Bondowner and DNR to the issuance of the
refunding bonds.
ARTICLE X
DEFAULT AND REMEDIES
Section 1001. Event of Default. If(i) the City defaults in the payment of the principal of or
interest on any of the Bonds, or (ii) tine City or its Governing Body or any of its officers, agents or
employees fails or refuses to comply with any provision of this Ordinance,the Constitution or statutes of
the State,the Purchase Agreement or the Revolving Fund Agreement and default continues for a period of
60 days after written notice specifying the non-payment default has been given to the City by the Trustee,
the Authority, DNR or the Owner of any Bond then Outstanding, at any time thereafter and while ilia
• default continues, ilia City shall pay to DNR the penalties assessed by DNR in accordance with the
Regulations, The penalties will be assessed as a reduction in the credit provided in Section 602(a)(2)(A),
18
• Section 1002. Remedies,
(a) The provisions of this Ordinance constitute a contract between the City and the Owners
of the Bonds. The Owner or Owners of not less than 10% in principal amount of the Bonds at the time
Outstanding have the right for the equal benefit and protection of all Owners of Bonds similarly situated:
(I) by any proceeding at law or in equity to enforce the rights of the Owner or
Owners against the City and its officers, agents and employees, and to compel the performance
by the City of its duties and obligations under this Ordinance,the Constitution and the laws of the
State;
(2) by any proceeding at law or in equity to require the City, its officers, agents and
employees to account as if they were the trustees of an express trust;and
(3) by any proceeding at law or in equity to enjoin any act or thing which is unlawful
or in violation of the rights of the Owners of the Bonds.
(b) Any amounts paid on the Bonds to the Owners will be applied first to interest and second
to principal,to the extent due and payable.
Section 1003. Limitation on Rights of Bondowncrs. No Owner has any right in any manner
whatever by the Owner's action to affect,disturb or prejudice the security granted and provided for in,or
enforce any right under, this Ordinance, except in the manner provided in this Ordinance. All
• proceedings at law or in equity will be for the equal benefit of all Owners.
Section 1004. Remedies Cumulative. No remedy conferred upon the Owners is intended to be
exclusive of any other remedy. Each remedy is in addition to every other remedy and may be exercised
without exhausting any other remedy conferred under this Ordinance. No waiver by any Owner of any
default or breach of duty or contract of the City under this Ordinance will affect any subsequent default or
breach of duty or contract by the City or impair any rights or remedies thereon. No delay or omission of
any Owner to exercise any right or power accruing upon any default will impair any right or power or will
be construed to be a waiver orally default. Every substantive right and every remedy conferred upon the
Owners of the Bonds by this Ordinance may be enforced and exercised from time to time and as often as
may be expedient. If any Owner discontinues any proceeding or the decision in the proceeding is against
the Owner, the City and the Owners of the Bonds will be restored to their former positions and rights
under this Ordinance.
Section 1005. No Obligation to Levy Taxes. Nothing in this Ordinance imposes any duty or
obligation on the City to levy any taxes either to meet any obligation incurred under this Ordinance or to
pay the principal of or interest on the Bonds.
19
• ARTICLE XI
DEFEASANCE
Section 1101. Defeasance. When all of the Bonds have been paid and discharged, the provisions
of this Ordinance (other than Section 80 7) will terminate. Bonds will be treated as paid and discharged
within the meaning of this Ordinance if the City has deposited with the Paying Agent, or other bank or
trust company located in the State, having full trust powers and meeting the requirements of a successor
Trustee under the indenture, (i) moneys and non—callable Defeasance Securities which, together Will
interest to be earned,as evidenced by the written report of an independent certified public accountant,will
be sufficient for the payment of the principal and redemption premium, if any, of and interest to accrue on
the Bonds to the date of maturity or redemption, plus an additional premium on Bonds being optionally
redeemed equal to interest that would otherwise accrue on the Bonds for an additional 30-day period,and
(ii) an opinion of Bond Counsel, addressed to the Authority and the Trustee, that poviding for the
payment of the Bonds by depositing moneys or Defeasance Securities with the Paying Agent in
accordance with this Section will not cause the interest on the Authority Bonds to be included in gross
income for federal income tax purposes. If any Bonds will be redeemed prior to maturity, the City must
have given irrevocable instructions to the Paying Agent to redeem the Bonds, Any moneys and
obligations which at any time are deposited with die Paying Agent or other bank by or on behalf of the
City, for the purpose of paying and discharging any of the Bonds,are assigned,transferred and set over in
trust for the applicable Owners, and the moneys and obligations are irrevocably appropriated to the
payment and discharge of die applicable Bonds.
ARTICLE XiI
• AMENDMENTS
Section 1201. Amendments.
(a) Any provision of the Bonds or of this Ordinance may be amended by an ordinance with
the written consent of the Authority and die Trustee. Consent must be evidenced by an instrument
executed by the Authority and the Trustee, acknowledged or proved in die manner of a deed to be
recorded,and filed with the City Clerk. In addition,the prior written consent of the Bondowner and DNR
is required for any amendment which would:
(1) extend the maturity of any payment of principal or interest on any Bond;
(2) reduce the amount of principal or interest payable on any Bond;or
(3) permit the priority of any Bond over any other Bond.
(b) No amendment will be effective until (i) the City has delivered to the Bondowner, the
Trustee and DNR an opinion of Bond Counsel stating that the amendment is permitted by this Ordinance
and the Act, complies with their respective terms, is valid and binding upon the City in accordance with
its terms and does not adversely affect the exclusion of interest on the Authority Bonds from gross
income for federal income tax purposes,and (ii) the City Clerk has on file a copy of the amendment and
all required consents.
•
20
• ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 1301. Further Authority. The officers of the City, inchding the Mayor,the Mayor Pro-
Tem, the City Manager, the chief financial officer and the City Clerk, are authorized and directed to
execute all documents and take the actions as are necessary or advisable in order to carry out and perform
the purposes of this Ordinance and to make ministerial changes in the documents approved by this
Ordinance which they may approve. The execution of any document or taking of any related action
constitutes conclusive evidence of the necessity or advisability of the action or change.
Section 1302. Sevcrability. If any section or other part of this Ordinance is for any reason held
invalid,the invalidity will not affect the validity of the other provisions of this Ordinance.
Section 1303. Governing Law. This Ordinance is governed by and will be construed in
accordance with the laws of the State.
Section 1304. Effective Date. This Ordinance is in full force and effect from and after its
passage by the City Council and approval by the Mayor.
[Remainder of this page intentionally left blank]
•
21
PASSED by(he City Council of the City of Jefferson,Missouri this 4111 day of May,2005.
�••- ' Mayor
(Seal)
ATTEST:
Cit Icrk
APPROVED by die Mayor this 4th day of May,2005.
(Seal)
l
iMayor
A ST:
City Clerk
•
S-1