HomeMy Public PortalAboutORD13474 w
GIL119t:)RE & BELL, P.C.
Draft-Ntivembcr 1492062
Document No. 105796\bond6rd3
ORDINANC
UF
C'1'1'?'U!+J!?1�1+EItS(.)N, �ti!lSSOURI
PASSED NOVEL IBE,R 18, 2002
AUTHORIZING
$5,555,000
SENVE RAGE SYSTEi1I REVENUE 13ONDS
SERII�',S 2002
A:
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K J
ORDINANCE NO. 1�f�l j�
INDEX
Title....................................................................................................................................1
Recitals.................................................................................................................... ..........I
AIZ'I'IC'I,I? I
DEFINITIONS
Section 101. Definitions oI W)rds and'Fams .......................................................................................2
ARTICLE 11
AUTHORIZATION OF BONDS
Section 201. Authol'I%ation of BQnds.....................................................................................................7
Section202, Description of Bonds........................................................................................................7
Section 203. Designation or Paying Agent............................................................................................5
Section 204. Method and Place of Payment of Bond s............................................................:........I.....8
Section 205. Registration,'I'ransfer and 1"whanvc of Bond s.................................................................9
Section 206. Execution,Authentication and Delivery of Bonds..........................................................10
Section 207, Mutilated, Destroyed, Lost and Stolen Bonds................................................................10
Section 205. Cancellation and Destruction ol'Bonds [.Ikon Payment..................................................11
Section 209. Prelimincuy and final Orficial Staten1cnt .......................................................................11
Section 210. Book-f:ntry Bonds, SCCIU'itics Depository......................................................................11
Section 211. Authorization of Continuing Disclosure Agrccnient ......................................................12
AR'I'IC1,E 111
REDEMPTION OF BONDS
Section 301. Optional Redemption of Bonds ......................................................................................13
Section 302. Selection of Bonds to Be Redecnled...............................................................................13
Section 303. Notice and liflcct ofCall for Redemption ......................................................................14
AR'1'IC'IJ�; IV
SEC'URI TY FOR BONDS
Section 401. Security for Bonds..........................................................................................................1 S
CREATION AND RATIFICATION OF FUNDS AND ACCOUNTS; DEPOSIT
AND APPLICATION OF FOND PRO( EEDS
Section 501. Establishment of Funds anc.1 Arannits.............'•,.••,.•.,•.,.".,...•..•,.'1.•.....,......,.,.,........,.....15
Section _502. Deposit of Band 1'rocQ:eds................................ .16
Section 503. Application of Moneys in they Project Fund....................................................................16
Y
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Alt'1'1CLE VI
APPLICATION OF IMVENUES
Section601, Rcvcrnre Fund .................................................................................................................17
Section 602. Application of Moneys in I un(k and Acc(,unts..............................................................17
Section 603. Trans('er of bonds to Paying Agent ..................... ...........................................................20
Section 604. Payments Doc on Days other than Business Days..........................................................20
Section 605. Noilpi-csctitment of Bond s...............................................................................................20
Section 606. Application of Moncys in the Rchatc Fund....................................................................21
ARTICLE' V11
DEPOSIT AND INVESTMENT OF i\IONEYS
Section 701. Deposit and Invextnumt of Moneys ................................................................................21
ARTICLE VIII
GI:NFRAL COVEAANTS AND PROVISIONS
Section 801. l;f'ticicnt and L?conontical Opera tion...............................................................................22
Section802, Rate Covcnant......................................... .......................................................................22
Section 803. Reasonable Charges 1,61-all 5erviccs...............................................................................22
Section 804, Corporate I?xistencc........................................................................................................22
Section 805. Rcstiriction; on Mortgage or Sal(, of System.................................................................. 23
Section 806. Insurance................. .23
Section 507. Books, Records and Accounts--.-.....--1 1.-...——I......—...............................................23
Section505. Annual Budgct................................................................................................................24
Section809. Annual Audit...................................................................................................................24
Section810. Right of Inspcction..........................................................................................................24
Section 811. PCrfl1►'matice of Duties and C ovenants............................................................................24
Section 812, Parity Bond Certification................................................................................................24
Section813. Tax Covenants.................................................................................................................25
A10](T.-F IN
ADDITIONAL BONDS AND OBLIGATIONS
Section 901. Senior Licit Bonds .................................................................................... .....................26
Section 902. Parity Bonds and Othcr Ohligations...............................................................................26
Section 903, Junior Lion Bonds and Olhcr Obligation s.......................................................................27
Section 904. Relitnding Bonds ............................................................................................................27
ARTICLE X
DEFAULT AN'D REMEDIES
Scction 1001. Acccleralion of'Maturity Upon )C,""t..........................................................................25
Section 1002. Other ltentc(lies........... ..................... .....................,.......................................................'8
Section 1003. Limitation on Rights of Bondowners. 28
Section 1004, Renlc(lie` Cumulative.....................................................................................................28
Section 1005. No Obligation to Levy T axcs..........................................................................................29
-ii-
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Section 1006. Provisions Related to the Bond Insurer.... ...................................................................29
ARTICLE Xf
I)EFEASANCE,
Section1101. Defeasance........... . ......:................................ ............................ ............:...............29 .
ARTICLE XII
1NIISCI LL,ANEOUS PROVISIONS
Section1201, Amendment....................................................................................................................30
Section 1201 Notices, Consents and Other Instruments by I3ondowners.............................................31
Section1203, Reporting Requirements.................................................................................................32
Section1 204. Further Authority............................................................................................................32
Section1205. Sevcrability.....................................................................................................................32
Section1206. Governing Law ...............................................................................................................33
Section 1207. I:fl'cctivc Date............................................. ...................... ........... .................... ...33
Exhibit A-- Dorm of Bond
Exhibit 13 -• Dorm of Letter of Representation
1?xilibit C - 1701.111 ol'COntilllling Disclosure Agreement
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BILL NO. 2002-105 SPONSOR: Vincent and Groner ORDINANCE NO../—.,' 4 1l
AN ORDINANCE AUTHORIZING ' HF, ISSUANCE OF $5,555,0(1(1 PRINCIRM,
AMOUNT OF SENVU?RAGE SYSTEM REVEMIE 13ONDS, SEIIIEN 2002, OF'1'111?
CITY OF JhliFERSON, MISSOURI; PRESCRIBING 'fill": FOR11 AND DETAILS
OF SAIL) BONDS AND TIIE COVENANTS AND AGRI?EMEINTS 7'O PROVIDE
FOR THE, PAYMENT AND SECURITY 'I'llF,RF.OF; AND AUTI1011[ZING
CERTAIN ACTIONS AN 1)DOCUM E,NTS AND PRESCRI III NG OTI IER MATTERS
RI;L,A'1'1NG 'I'11I;R1,'I'O.
WIIEREAS, the City ol'.Icllcrson, Missouri (tic "City"), is a home rule charter city and political
subdivision t1111y organized and existing Underthe laws ol'thC SUItC 01'IV1 iSS0lIl'i,ant(pursuant to C'haptcr 250,
RSMo (tile "Act"), now owns and operatCS a rcvCnuc producing scweragC Systcnl SCIA iug the City and its
inhabitants and Others within its Service area (tile "System," as hereinafter!!lore I'ully defined); and
WIIh;REAS,the City has no honds or other obligations outstanding payable from the Net Revenues
(as hereinafter more fully delinc(l) of the Systcnl save ;uuf except the followin g:
Series of Bonds Dated Anmuut Amount
-- Issur_;1 (hltstandill
Sewerage Sy;tcm Improvement and RClin ding 111101r0I S24,875,000 S24,875,000
RCVCIIUe Ronds (State Revolving Lunt) Program),
Scrics 200113
W1II:REAS the 'il is authorized antler the provisions of•thc .pct to iSSUC ant( sell rCVCnue bonds
C Y I
Ibr the purpose ofproviding I•llntlS fill'Iltlr'CIMS►rlg. Constructing, CslCnding anti imprOving the Systcnl upon
Obtaining the required voter approval and provided that the principal ofand intcrCSI on such rC -CnuC honds
Shall he payable solely from the rCVCnucS tlCrivctl from the operation o1*tile SySICnl; and
WHERI?AS, pursuant to such aulhurily, a spCCial bond CICCtion \Vas duly held in the Cily on
November 7, 2000, on the question whClhCr to issuC the scwCr:lgc SySICnl rcVCnuC honds in the principal
amount of$52,000,000 Cor the purpoSC of•improving ant( CxtCntling the City'; sewerage system, and it was
Ibund and determined that a simple m:>.jority ol'thc qualified electors ol•Ihc City voting on the question had
voted in 61\'01' ol'thC isSUancC of Said rCVCnuC honds for the purp(.)SC adol'CSaid, the Vote on Said quCstiOn
having been 14,406 voles for said question to 2,657 votes against said quCStion: and
'WHE'REAS, 524,043,250 of the bonds So aUlhonzcd have hcretolore been issued, and the City
proposes to iSSUC an additional 55.555,000 ofthC honds so authorized to providC funds liar said purpose(the
"Project"), and
WHEREAS, plans and specifications fin•the Project and an estimatc ofthc cost thcrcol•have been
prepared anti made by a C'onSUltanl (,IS 11CI•Cina11erdeflned)to the City and the sanlc,uC hereby accepted ant(
approved and are on file in the office ol*lhe City C'Icrk; ant(
WIIERI?AS, it is hereby fi)und and determined that it is necessary and advisable and in the hest
interest ol'the City and of Its inhabitants that revenue hollds he issued and secured ill the firrnl and manner
as hereinafter provided to provide Funds for the Project;
NOW$ 'I'llERI?hORE, BI? IT ENACTED BY '1'IIh, COUNCIL OF CITY 0F.IEFFEIRSON,
MISSOURI,AS [FOLLOWS:
ARTICLE
DEFINITION'S
Suction 101. Definitions of Words and Tvi'llls. hi addition to words 'Ind terms defined
clscwhcl'C herein, the lollowinh capitalimd words and term" ati used 111 this Or(Inl;ulcC shall have the
billowing meanings:
"ACCOUnt:lllt" 111cans ;Ill ill(Irpcn(Ient CCrtllicd puhlie arcount;ult or frill of certllied public;
accountants.
"Act" means Chapter 250, RsNlo.
"Arbitrage Instructions" means the Arhin-at;C In."Irucholl`, atlached as V\hil►it A to the City's
Arbitrage C'ertilicate relating; to the Bonds, as the sane IIIJ I)e dll)cn(Irll or Sill plClucnted Ill aCCOrduncC
with the provisions 111crcol'.
"Aven,ge Annual Debt Service" means the ;1VCral1.- of the 1>ebt SCINICC RC(IllirenlCnts as
COI1ll)UICd f01•the then currCnt ',Ill(( :111 RIWIC IiSCIII `cars.
"Bond Cbtlntiel" means 01111me & Bell, 1'.I '., Hansa~ ('11y. NIISSOurl. or any other attorney or
firm ofattorneys with a nationally recut lizCd standint, in the Held of, n11.o11cipal holed financing, selected
by the City.
"Bond Insurance Police" means the nlullieipal hoed ne\\ 1"r,ue insurance poli(-y issued by the
13011d lnsur(:r tIWt InIces pay II lei l (1l•priIIcip)II ill'an(I II)ICVC>,1 O1) 1h(• Iiurnls as provi(1Cd therein.
"Bond Insurer" means Financial (41111-anty Insurance Company, a New York stock insurance
C011lpally, orally successor divreto.
"I 101111 P.1)'I11CIlt IMIC" 111CQIls ally dale Oil 1\'111C11 prllwilml of Or IlllCl('St (111 ally BOIId IS payable
at the n1a1urity IhCreo('or un :lny Interest Payrrlent Date.
"Boud Register" means the hoot::; fin• the rcg,lstr:ltion, translCl 1111(1 exchange of Bonds kept at
the oil ice of the Paying Agent.
"Boll(lowiler", "Ms-Iler" of "RCgiSICI'Cd 0ll'lll'1'" \Vh('ll IISCd 1l'1111 IC'Spect to ally Holld Ricans
the Person in w)losC nano such Bond is registered on the Bond Register.
'Bonds" lllcans the Sewerage System RCvenov Bonds, Series 2002, ol'thc City, in the aggregate
principal amotnit ol'S5,555,000, -authorized and issued pursuant to this Ord IMIlice.
"Business Day" means ;l day, (111111' 111,111 ;► Saturday, Sunday o►• holiday, on which the Paying
Agent is Scheduled in the normal course elf, its operations to be open to the public fin• Conduct of its
banking operations.
"Cede & Co." means Cede & Co., as nonlince name of'lilt Depository 'Trust Company, New
York, New York, and any successor nonlinec with respect to the Bonds.
"City" means the City ol'.Icl'Icrson, Missouri, and any successors or assigns,
"Code" mauls the internal Reveuuc Code of 1980, as;upended, and the applicable regulations of
the"Treasury Department proposal or promulgated thereunder.
'olislilt:ult" means an illdepelldc11t engineer or engineering 111111 halving a favorable reputation
I'm shill and experience in the construction, lin;ulcing and operation ol'pllhlic utilities and the preparation
of'rllanagcment studies and li11ancial li:asibllity studies in curnlcctloll therewith, sciccle(I by the City tin•
the purpose of carrying out the duties Imposed on the Consult(ult by this Ordinance.
"Debt Service Account" mans the Ikht Service Account tin Sewerage Sysicin Revenue Bonds,
Series 2002, rrcated by Section 501 hereof.
"Debt Service Regnirements" nlcans the aggreg;ltc principal paynxCnts (inciu(ling sche(luled
mandatory redemption re(luircnlents) and interest payments on all Systcttl Revenue Bonds tier the period
of lime tin• which calculated; provided, however, that I'm' purposes of calculating such amount, principal
and interest shall he excluded 1i'0111 the lielerlllillati011 of Debt SCrvicc RecluirCII 11 s to the extent that
such principal or interest is payahlc From amounts dcposiled in trust, escrowed or otherwise set aside file
the payment thcrcol' with the Paying Agent or other commercial bank or trust company located in the
State ol'Missuuri and having full trust powers;.
"Debt Service ReserN•e Account" means the Dcht Service RcSel-ve ;Account for Sewerage
System Revl'IIIIC Bonds, Sl'1'll's 2002, created by Section 501 hereof.
"Debt Service Reserve Requirement" means the suns of S-11.1.:115.00.
"Defaulted Interest" nu.;lns interest oll ;Illy Bond which is pay;lhle hill not paid un any Interest
Payment Date.
"Defeasalice Obligations" nlc;nls l.lnitcd State, (iovcrnlllcnt t)hllgations that arc not Subject to
redemption in advance of their nulturity dates or other uhligations approved Ill wrilin}, by the Bond
Insurer.
"Depreciation and Replacement Accounl" mean; the account by that name ratified and
confirmed by Section 501 hereof.
"Depreciation and Replacement Accu lilt)1ation Re(Iuireruenl" means the suns of $500,000,
including 111110(Irlls raltlil'ed to he accumulated in the Depreciation and Replaeenurlt Account pursuant to
the ordinance of the City authorizing all other outstanding issues ol'Systenl Revenue Bonds.
"h:xlleuses" means all wasollable and necessary expenses of operation, lllaintellallce ;111(1 repair
of the System and keeping! the System u1 good repair and working order (other th;u1 interest paid oil
System Revenue 13011ds 111(1 depreci;ltioll and amortization Charges during the period of detcrn»natiorl),
n
determined in accordance with generally aeceplcd 11ccou11ting principles, Including without limiting the
generality of the Imcgoing, current maintenance charges, expenses ol• reasunahlc upkeep and repairs,
Salaries, wages, costs of tnaltcr'lalls and supplies, Paying AgC111 lees Mid CXI)CINCS. atlllllall iltldik, pCr'I(►(he
Consultant's reports, properly allocated share of charges Im insurance, life cost ol• purchased water, gas
and power, if any, obligations (other than for borrowed money or (irr rents payable 1111dur capital leases)
incurred in the ot•dinary course of'business, liabilities incurred by Cildorsc•nlent li►r•collection or deposit ol•
checks or(!rafts received in the ordinary course orbusiness, shod-tern► indebledness Inclined and payable
within a particular fiscal year, other obligations or Indehtc(lncss Incurred lirr the purpose of- leasing
(pursuant to a true or operating ICIISC) cquiplltent, 11MLINs, i11vc1110ry or nlhcr perso11a1 property, and all
other expenses incident to the operation of the Systc11l, but shall (',\Cluck all gen(:ral administrative
expenses ol'tile City not related to the operattlo11 ol•tilt, Syste11l.
"Insurance Consultant" nlcatts an i11dlvIdwil or limn srlccied bY the City and acceplahle to the
Bond Insurer' qualihed to survey risks and to rccnrllrnc•rnl insurance eo►cra)re fur C11tincs cng;Igc(I in
operations like those ol'thc SYSIC111 and havulg ;I f'i%orable replllatloll fur skull and cxpericnce in tuaking
such surveys and rcco111111e11dations.
"Interest I'avutenl Hate" ►scans the Sulictl NhItIritY ofan ulstal1111eIIt of interest 4111 arly (fond.
",1laturity" when reed \%'Ilf1 respect h► a11v HMO ►11e;111; the (tat(• 4111 c�hrch the principal ol•such
110110 hec•(►I11C5 (Itic '111(1 pa}'able '1s therein aril heron pr41N Ided, MkIl w' al Ihr `dated tilalu►ity 11I(•reof ur
by call 161.IedeulpUun or ()there ise.
Net ItOTHIles" 111c•a11s ;III Rc•V(•nue•, ;III I:�pcu.e
Op(raliun and Mainterance ;lccuunt 1111•'111 ; t(u• ;IeVunul Iw th;Il Hann• ralll'u•d ;Intl ronl•umed
by Section .501 hcleof.
"Ordir►ance" 111cans till-, ( ) drt1c111ee as Irunl tilde to Iunc• ;une11dcd in accord;utrc with the terrlls
hereof.
"Outsta ildilig", when used \%1111 reli"lc11cc to B011d,1, Ire;uts, T1 ol' :111 particular dal(: of
deteril III latloll, all fiollds therctuli►rc IS'Aled ;111(1 dellccrcd helcundrr, eWcp' the 16110wi11)l liunds:
(a) Bon(Is lhcictufurc ea11relled b�' the Aj!,,c111 or drhvercd to the I'a ing
Agent Im-cancellatlow
(h) Bonds dct-mc•d to In: paid ill ;ICrordmice w Ilh tllc provislons of Section 1101
hcrcol`, and
(e) Bonds ill exchan)r,e 1'or or m lieu of«hich othe► Bonds have bowl legistcred '1nO
do l i vcre(I I k•rer 11dC1
"Parity Bonds" means the I'►evlously ls�.Iwd Parity Itonck x11(1 any addllio11al bl►II(IS or other
obligations hereafter issued or uleurred pursuant to Section 902 hereof and standing uu a pnrily and
equalitywith the Bonds with respect to the payment ol, prineipa! and interest From the Net Revenues of
the System.
"Parity Ordivanees" memIS the Previously Issued 1'arit • Ordin•I11ce urt(1 the ()rdinance or
ordinances under which any additional Parity Bonds are hcrc;llter issued pursuant to Section 902 hercol•,
_.:I.
"I'at•ticil►sllIs" means those financial institutions tin• whorl the Sectintles I)cpository cflccts
hook-entry transkn-s and pledges (1l'see tit itICS deposited with the SccIIriIit's I)eposilory, as such listing! of
Participants exists at tile time of such rctcrcncc.
"I'llying Agent" mc;uls U.S. Bank, N.A., tit. Louts, Missortrl,and any successors and assigns.
"Permitted Investulents" means any of the ('ollowing secilritics and obligations, if' and to the
extent till' same are at the tin : legal for investment of d.c moneys held in the funds and accounts listed ill
Section 501 hereol';
(a) t Initi'd ~tall:, c iM crttulcut ( ►hli►;;Inuns;
(h) ce•tlfl •;Ifc,, ol* dcposit or tittle delx,",lls, whcthcr IWe ,'01lahlc lit nunncg�utiahle,
issued by ;lily bank or trust company mpaniied ladder tilt- law" ol'the I)ailed !Males or ;Illy slate,
provided that such CCflllieatCS of dcpoSit or tittle deposits sh;lll he either (I) continuously and
11111y inslu�c(I by the Fcdcr;ll I)cposit Insurance ( 'orporaUoll, or (2) continuously ;Ind holly secllrcd
by United States ( iovernmeut ()hligahons WhICh s11;111 have' ;I market V•1111e, rx.'hlslVe of iccrllcd
interest, at all tittles at lead c(liml to the principal tunounl of Such ccltlficah-s of dc•hosil or time
(Icdx,sits; and
(c) any other securities or ulvesttnc'n►s Iha► are hm 1,111 for the investment of moneys
held in such funds or acroutttS under the IawS ol,the ~late cot'1'lls,oln 1.
"Person" ttncans any tl;ltural pCI-Soli, corlunatlorl, parittcr:,lnll, lirnl, )milt vcttitltc, ;lssocl hon,
joint-Stock colllp;llly, trust, ll1llllcoI'plll;lte(1 (Irg!;11111;111(lll. OF 1!oV(•r11111('II( of ally a)"clley or political
subdivision Ihercol'or other 1)ub1ic hod',',
"Pre'iousiy Issued Parity IloIIIIS" means the uu(Standin), tiystenl I111provVillcnl and
hefnnding Revenue 110MIS (~late RL'V0IVIIIo4 fund i'rnitraln}, SCrle,, 200111, des,'rihcd Ill the Iteeltals to
this ()rdillanec.
"Previously IssIIvd Parity ()I'(Iii1;111Ce" nlc: II', tllc ()IdillancC No. I ;?Q' of lit- ( 'toy pa�,sc(I (m
)clohcr a 1, 2001, roller which tic Illeviollsiy Issued Parity Ilonds Julve been Ismiud.
"Project" me'll]", in111rovul), and cxtctt(1tt)g� tilt ('liy's ,OreraVc r,ystcttl.
"Project Fund" nne;uls the fund by th;lt name crcatcd by Sectioll 501 hereof.
"I'll rchase Price" 111ran.s the principal amount (11' tilt- Bonds le,,�, a discount of $5,475,209.55,
together with accrued interest thercoll to the' date of(Icltccry and payrncnt.
"I'll reh;tser" n)cuns II'S, Bancorp Piper .I;IlVray Inc., K.,lllswl City, Nhs:, ouri, the original
purchaser ol'the Bonds,
"Itehalc !unto" means the fund by that nano referred to in Section 501 hereof.
"Record dale" for the interest payable on ;Illy Interest Payttucnt I bite means the 15th day
(whether or not a Business I)ay) of the calendar rlu)nth next preceolil g Such Intcresl I';lynlcul OlIto:.
-5-
Redemption Date" when used wllh respect Io :Illy Itond to he re(lecrlled nle:tlls Illy date Fixed
for such redemption pursuant to the terms of'this Ordinance.
"Redemption III-ice" when used with respect to ally liolld to be redecnut Invalls the price at
which such frond is to ile redeemed pursuant to the ll't'IIiS of this Ordinance, inuludinf; file applicable
redemption premium, if any, but cxciu(iinf, insG111nlcnts of Interest whose Stated M.11111-rty is on or hdore
the Redemption Date.
"Replacement Bonds" means lton(is isSlle(I to the hencficial owners of the Bonds in accordance
with Section 210(1►) hctrol'.
"Representation better" shall mean the Rcilrescnl:llron I.ellcr from the City to lilt. Securities
i)epositor,y with respect (o the Bonds, substanlialiy III Iluc 1;01,111 attadwd to this (1r(hnanc(, :I1,; Exhibit it.
"Revenue Fund" me:ills the Punt; by lhal mane ratified and cuni'Irnled by Sectioll 501 hereof.
"Revenues" means all income and revenues derlved from the uwncrshlp and 0pclation of, the
System, including investment and rental income, nct proceeds fro(n busincs!; interruption insurance, sales
tax rcvemlcs which have been annur(lly appropriated by the 01}1 or which are limited solely to file
payment of improvements to or expenses of [Ile System, and arty anultlnts deposited ill escrow in
connection wilh rile acquisition, collstmelloll, willo(Ir11119, rcnovallol) an(I c(fuippinp 01'System lbcilitiCs
to be applied (hiring the period ()I'deICI'lllillatlon to pay interest on Sysk•Ill kCVenuc linlldS, hilt exClu(ling
a11y ilr'(►IItS 01' InssCS oil lilt' early extitlgtllshnlcnt of(febt or on the sale or other disposition, not in the
ordinary course of )usillk"S, of invt.stnx•nt!, M. fixed n'capital a„e15,
eeurlh(. I p( tilt ry nu•an , nutlally. I b1, I ell( It I Ira. t 1100 ,illy. New York, New York,
and its successors and assigns.
"Special Record Date” un;In; the (talc Fixed by the Paving Agent pursmnt to Section 20.1
hcrcol' for the payment ol'I let auited 1111cre..►.
"Stated 1III(II IN", when used willl rc,pecl to :111y liolld 0'. :illy instaihncnt 01' intcresl Ihrrcon
111earls the (late specifle(I ill such Bond and Ihls (4dirlalwe as the fl;(.,d date on which the principal ol'such
Bond or such installment of,nllrrrsl is title anti payahlc-
"Surphls ,Account" dear; Ole account by that ImInc ratilit-d anti Coll 111- u•d by Section 501
Itercol'.
"System" Illuans the entire m:wCmIx plaint anti s'ystcln owned and operated by tilt• City filr the
collection, treatment and disposal ol'scwaf c, to scr<<e lilt' nccds of the City and its inh:lhitants (uui others,
including all :lppurfcn(nlccs and fnciiitles connected therL-With 01, 1'eh'It1nf; ticrclo, tof;ethcr with all
extensions, improvements. addilions and ellhu e u•nls fhercto hcrcahel. made or acquired by the City.
"System Revenue Bonds" means collectively the konds and :Ili other rcvCmle bollds or other
obligations which are payahlc 0111 of, or SCClll'ed by an ;merest in, lilt- Net Revenues of the System.
"Ifilited Stales Government ent Obligatlolls" Illcilw> boluk, notes, certificates (11 IndChICdlICSS,
treasury bills or other securities constituting direct obligations of, or obi the principal of 'Intl
interest on which are fully and unctm(Iilionally f,uaranteed as to full and timely payment by, the United
States of America, inclu(lillg evidences of a direct ownership interest in future interest or principal
-0-
payments cite obligations issued or guaranteed by the I nitcd States of America (including the interest
component ofobligations ofthc Resolution Funding (:'orporalion).
"Valuation Date" means the first business clay ol'cach fiscal year of the Systen►.
ARTICLE Il
AU'I'IIOI IZA'I'ION OF BONDS
Section 201. Authorization of Itonds. 'There is hcrcby autho►•izcd and cfircetecl to be issued a
series of bonds of the City, dcstgnatcd "Sewerage Systcm Revenue Bonds, Scrics 2002," in the principal
unuxu►t ol'$5,555,000 (the "Botuts") 161. the purpose of providing, Irtrrds li►r'the Project.
Section 202. Description of Bonds. 'I he lionds shall consist ol*Fully registered bonds without
coupons, numbered li-om 1 ul►ward, in denominations of $5,11110 m any integral multiple thereof. The
Bonds, as originally issued or issued upon tr;rnsfcr, exchange or suhstitutiorr, shall he substantially in the
Ibrm set firth in Exhibit A attached hereto, and shall be Suhjccl to regisUation, transfer and exchange as
provided in Section 205 hereof. 'I he Bonds shall he data! November 1, 2002, shall become duc in the
amounts on the Stated N'tat►.a•ities (subicet to redemption prior to Statcd A4alurity as provided in
Article Ill hereof), and shall hear interest at file rates pl'r' annun►, as follows:
SERIAL BONDS
Staled rllalurih, Principal Annual Ralle
November 1 ,!mount of Interest
2003 S 1 85,000 3.000'„
2004 190,000 3.0 00'!,;,
2005 200,000 :3.0011",i,
2006 200,000 2.3 50"„
2007 2011,000 2.650"f,
2008 225,000 2.90111 rb
2009 220,000 3.f 001,1,,
2010 225,000 3,350';(,
2011 235,000 3 500'%,
2012 240,000 3.600"lo
2013 250,000 3.750'%,
2014 260,000 3.875"4,
2015 270,000 4.I00%,
2016 250,000 4.200%,
2017 295,000 4.300%,
1019 300,000 4,4001 „
2019 325,000 41.500'%,
2020 335,000 4.65111X,
2021 350,(10(1 4,750';,
2022 770,000 4.750(X,
file Bonds shall hear interest a1 the above-specified rates (computed on the hasis of a 360-clay
ycttr of twelve 30-flay months) from the dated date thereof of from the most recent 1111CICS1 Pa�'mcnt Date
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to which interest hats horn paid or dolly provided fur, payable semi;lnntlrllly on i,'hy I and Nowillbet I ill
Inch year, heginning on May I, 2003.
Section 203. I)esigilatiun of Paying Agent. IJ.S. Itank, N.A., tit. Louis, Missouri, is hereby
designatctl as the City's Paying Agent for (lie payment of principal of and interest on the Bonds and as
bond registrar with respect to the registration, lransiQlr ;lnti exchange of Bonds (herein called the "Paying
Agent"),
"I']]e ('fly will at all tilixs maintain a hivill)t Agrrlt nlechilf; the yualificatlons herein described for
the prl'lin-rnance ol,file duties IICrcurl(ICr. The ('ity reserves the right to appoint a Successor Paying Agent
by (1) filing witil the Paving Agent then Ilciforming silch function a certified Cnpy of the proceeding's
giving notice of the termination of Stich Paying Alvelil and appolllilllt! a Sticcussor, and (2) causing noticc
Ili'tile appointment of'tile Successor Paying Agent to be pivot by I'ust Class nlilll to each Bortdowilcr. fhc
Paying Agent may resign upon giving written notice b"; Furst class 111:111 to the ( 'ity aid the Iiorlclowilers
not less than 00 days prior to the date such resignalion is to take Cflirl. No resignalton or removal of•thc
Paying Agent shall become effective 1111111 a successor hN bCCil appointed ;uld has acccptCd IhC duties of
the Paying Agent. The Mond Insurer shall be furnished with \Vliuen nnllc•e of the rCSlgrlatlon or rcnu►Val
of the Paying Agent and the appointment of,iily successor thereto.
livery Paying Agent nppoiltCd herCll11dC1' shad at all tones be if Coll llllet'Cial bulking association
M'Corporation or trust colllpaily located in the State of iMissnurl organised and i1 good Standing alld doing
IMSlreati under the laws of the I Inited States of, America or of the SIatc of NlissomI and sub ect to
supervision or Cxanlinatioll bV federal or stale rcgtil;ltory lift hnrlty.
0 fhc Paving Agent shall be paid ils Ices aild cxpcnscs Inr ttti scryiccs ill conllection herewith,
which fceS anti expenSeS s]]ail he paid as other I'.xpcnSCS are pawl.
Scetion 2041. Method and Plitce of Payment fit' Roods.. 1 he principal nr Redemption I'rice of
and interest on the Bonds shall be payable in any ruin or currcncy of 111.• t)nerd tilates nI';\nlet'ica that, on
the respeclive dates ol'puynit•nl iherCOl', IS Icgal ICrldcr for the paynicni ol'pIINIC and private debts.
The principal or Rccicrl)plion 1'111_c OI'Carh hood shall be pald at Millurlty fly check or draft to the
PCI'SOIl in whose mole such Bond Is Wl,�I lerc(1 on the Bond ltc,;lstcr at t]]c N•Ialtirity lhercOf, upon
presentation and surrender of such Bond at ihC• principal corporate trill oi,l'lcc of,the Paying Agcni.
The Inter;t payable on each Bond On any 11110 -St I'aynit.-nl 1)alC S]]a11 be paid to the Rcgislercd
Chvncr of such 13011d aS shown on the Bond Reltlsier at the close of business on the Record Date fin' such
interest by check or draft mailed by the Paying Agent In such Registered (.)�yrer 11 the address shown on
the 13011d Register OI', in the Ca.;e of'an interest payment to any RCglSICITd ()wncr ol',;500.000 or more in
aggrcgatC pt'illClpa) 11111011111 of hoods, by electronic tralnsiur to such Rrgistcrcd t)walrt' neon written notice
signal by such Registered Owner and g,ivcll to the Payllip,, Agent not less than 15 clays prior to the Record
Date IUt'StlCll i[IM-eSl, COmtaining the electronic tnitlslcr iustructiotls meluding the hailk (which shall he in
the continental Hililed States), address, ABA routing nuriber and aiccoulil number to which such
Registered Owner wishes to 11a1'C such translir diI'CCtCd.
Notwithstanding the li►rcgoing provisions of this `section, ant` DefallItcd Interest \vitll respect to
any Bond shall Cease to be payable to the kgjslCred Owner of silt;]] liond on t]]e RICVanl RCCOrd Date
and shall he payable to the Registered Owner 1n whose naultt, such Bond is registered at l]]r close of
business on the Special Record I)atC li►r the payment 01' SCteh 1)Cla1,11lcd hlterrst, wlltCll Special Record
1),IIC shall be I'i.\Cd as hcreinakcr specified in this paragraph. The city shall notify the Paying Agent in
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writing of' the amount of* DuClaulled interest proposed to he lurid cm each Bond and the date Of the
proposed payment (whicll dote shall he at least 30 days after receipt ol'such notice by the Paying Agent)
and shall deposit with file Paying Agent at the time Of' such notice an amount of money equal to the
nggro:gate amount proposed to he paid in respect of such I)ClaullCd IIiICre51 or shall make arrangements
satislhctory to the Paying Agent tin- such deposit prior to the slate of the proposed payment. following
receipt of such finals the Paying Agent shall fix a Special Record I)atc Cur 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 p;►ymcnt.
The Paying Agent shall promptly notify the City of such Sl)(cial RCCOrd I)ate and, in the namc and at the
expense ol'the City, shall cause notice of the proposed payment ol'such I h•I•aultcd Interest and the Spcei;Il
Record Date therefor to be mailed, by first class mail, postage prcpaid, to cacti Registered Owner of a
Bond entitled to such notice at the address ol'such Regisferc(I Mncr as it appears on the Hottd Register
not less than 10 days prior to such SpCCial Record Date.
The Paying Agent shall keep a record Of payment of prnlClpal surd RCdet;►ption PI'iCC ol' and
interest on all Bonds and shall upon the written rcClucst of 111C Cify ,1I ;rllnnally 1,01-ward a Copy or
summary 01'such records to the City.
Section 205. Registration, Trantifer and I?xCh;nlgt' nl' Bonds. The Otv Covenants that, as
long, as ally of'the Bo11ds remain On(Sla11d111t!, it \VIII Cause the Bund Re�!ISICI to he kept at the office of'
the Paying Agent fin• the regisfralinn, U•anslcr and cxchangC of Bonds as heleil'i pMVILICd. I:r.rch Bond
when issued shall he registered in the namc ol'the owner thcreofon tl►e Bond Register,
Bonds Inay be translirred and exchanged only oil file Bend RCgrstCr as 1VOVILIM Ill this SCCtian.
l 1port surrender of any Bond at tlhc principal pay ntcnt of1•iCC 01'the I'a�ing, Ae,Cnt, Ill(! Paying Agent shall
transfer or exchange such Bond tin• a new Bond or Bonds in ;111y aufhorir.ed delunninalion Of the sarrle
Stated 11;111.1rity and in the same aggregate principal arrumunf as dlc- Itond that was presented lire translcr or
exchange, Bonds presented lire transfer or Cxchange shall he accompanied by a Wriltcn instrument or
i list runu•nts of t•;mslcr or authoriraton for exchange. Ill a I01-11.1 and With guarantCC of slgnalurc
salisl,Iclory to the Paying Agent, duly CxCCUtCd by the Rrg1�.1Cm(I (hVIK-1- thCrcof or by the RC ISM.Cd
(hvilcr's duly authorized agent.
In all Cases in which the prlcilege ol' tanslcrrurg ur Cxchangnlg Bundy i; excrCl:;ed, the Paying
Age111 shall authcnUcnle and dClic•C;' BOnd5 in accordance wIlh the provisions of this Ordinance. The City
Shall pay the fins and expense; of'the Paying Agerrt for the rCgislration, tanslcr and cxChangC Of' 13011(Is
provided for by this Ordinance and the cost of printing n rcatiomrblC supply of registered bond blanks.
Any additional costs or Ices that might he incurred in lire secon(lary nuu'kct, other 111,111 Ices of the Paying
Agent, are the responsibility (11'tile Registered Owners of the Bonds. In the event any Registered Owner
Bills to provide a correct taxpayer identification number lO the Paying Agent, file Paying Agent may make
a charge against such Registered OwnCr s1.I1116Cnt to pay any j1,0vcrruncn1al ehargC rcCluired to be lurid as
a result of such li►ilurC. In compliance with Section 3400 of the Cole, such ainount may be df.ductcd 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 111cr notice Cailing such Bond or portion thereof'lie• I'Cdcmplion has hCCIl given or (111611" the period
of Iifleen days next preceding the first mailing of Such notice of redemption, or (h) to register the lransfel'
or exchange of any Bond during a period beginning at the opening of husiuess on the day after receiving
written notice fi•or11 the ('ily of its intent to pay Ih:laullCd 1111cresl and ending at the close of husiness on
the date fixed tin'the payment of Dul"aullcd Interest pursuant to Section 201 hereof.
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Hic City and the Paying Agent may dectll and Ural the Person ill whose n;ullc any Bolld is
registered in the Bond RegistCr;IS the ahsolutC owner Of'tiurh Bond, whether such Bond is overdue or not,
fin• the purpose of receiving payment of, or on account of', the llrinCipal of RCdetllpli0n PI'ICC of and
interest on said Bond and fill- 1111 Other purposes. All payments SO made to any such Registered Owner or
upon the Registered Owner's order shall be valid and Cflcctlr;li to satisfy and discharge the liability upon
such Bond to the extent of the sunl or sums tits paid, and rn•illlrr the ('ity nor the Paying Agent shall be
of ected by any notice to the contrary.
At reasonahic tJrlleS WId undcr reasonahlr rCgulationS cstahliSlICd hV the hlying Agent, the Bond
Register may be inspected and copied by the hegistcred Owners of 10 Or ►nOrC in principal amount of
the Bonds OICII Outstandinf, or any (Irsignaled r•eprescntailve of Such Registered ()tuners whOSC au11101-ity
is evidenced to the satisillction of the Paying Agent.
Section 206. ENCCIllion, ,luthcntication and Deliven. of Bond~. Fach ul, the Bonds,
111Cludulg any Bonds issued in Cxc11a11ge Or aS suhSlitution li,r tbt• Bonds initially delivered, shall he
Signed by the manual or filesinlile signature ofthe Nlayor, attested by the manual Or faCsi►rldc signature of
the City ('leek, and shall have the official seal of the City affixed thereto or imprinted thereon. In case
any ot1iecr whose signature appears on any Bond ceases to he such of,icer helilrr the delivery ol'such
Bond, such signature shall nevertheless he valid and SufIiCICnt for all purp0scs, aS if suCll person bad
remained in ol*licc until delivery. Any Bond may he sifnletl by SUCK Ill 'St)IlS who al the ❑Chia) tulle Of tllC
execution of Such Bond shall be the proper uf7iecrS to Mgll stle11 Bon,l ❑1!110111:11 at the date Of SIICll 13011d
Such pCrSons play not 11;IVC hCCII such OI'fiecrS.
,Flic Mayor and ('it) Clerk are herchy atltllorved anti directed to prcl•,are and execute the Bonds
® as herein specified, and when duly Cxrcuted, to deliver the Bonds 1.0 111e Paying AlLmit lily aulhenticati0n.
The BondS shall ha\e endorSCd 111CIVO11 a certificate of allthe•nlIcallon substantially in the form set
1i,1.111 in Exhibit A attached hereto, which shall be nl;unlally Cxeeuled by 1111 a111101icc•cl sif;nalory of lhC
hlyillg Af lit, but it shall 1101. be necessary that the Sanlc Signatory sif�,n the CClrtifi ,1.(C Of;IUthCI10C anon ()If
Al Of IhC Bonds 111,11. may hC iSSiICd ll(TCUnder at any one little. NO Bond Shall he entitled 1.0 any SCCUrity
Or IMICflt under this Ordina11CC 01- hr �Nlld Or 01)11111:001-y! I01- any purpO:;e unlCS,, 1111.1 until such eertilicatc
01'authrntiC,1111 ,11 Ilan hCCII dilly Cxccutrd by 111e I'ayinf; Ap.cnl. SUCK CxeCUtCd CCI'611 atC of'aul11rntic❑lion
upon any Bond shall be conClusivC cv►dcncC that Such Bond has peen duly authrnl►C IICd and delivCI-Cd
undcr this 01- hli,MCC. Upon aut11rntlCatioll, the Paying Agent shall tlClivcr the HOMIS 10 or upon the OrclCI'
of t11C Pnl'ChaSCI o1't11C BOMIS 111)011 payment Of't11e Purchase Pr'ICC 10 the ('ity.
Section 207. Itilutilated, Destroyed, Los( and Stolen Bonds. 11' (a) any mutilated Bond is
Surlcndered tO the Paying Agent or the Paying, Agent receives evidence tO its satisfaction of, the
destruction, loss or theft 0f'any Bond, and (b) thcre is delivcred to 111e City and the Plying Agent Such
security or indemnity as play he required by the Paying Agent, then, in the ahscncc of'notice to the City
and the Paying Agent that such Bond haS bCCll acquired by a hOMI fidC purchasCr. the City s11a11 CXCCUtc
and the Paying Agent shall autllclltic lte and deliver, in exe111ulgC for Or in lieu of any such mutilated,
destroyed, lost or stolen Bond, a new Bond of the same `dated [Maturity and of like tenor mid principal
anlount.
If ally such Illutil,ItCd, (1estroyed, lost or stolen Bond has hCCOI11C 01• is al)OUI to bCCOI1IC duC atld
payable, the Paying Agent, in its discretion 111ay pay Such Bond instead OI del►vernig a new Bond,
Upon the issuance of any new Bond under Illk SCCli011, the City 0l- the Paying Agent may require
the payment by the Registered (honer of"I Stun Sufliciellt t0 cover any tax 0l- other gover11111clital Charge
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that relay he imposed ill relation thereto and ally other expenses (including Ilit Iccs and expenses elf the
Paying Agent) connected thcicwith.
?very new Bond issued pursuant to Ibis SCC0011 Shall ConslitlltC ;l I'Clllacemenl ell' the prior
obligation of'the Cily, and shall be entitled to all the benefits ol•Ihls OrdinanCC equally and ratably with
all other Outstanding Bonds.
Section 208. ('ancellatiou and Destruction of Bonds upon Payment. All Bonds dial have
been paid o►• r•Cdccnlcd or that otherwise have been Surrendered to the 1';lyurg, Agent, either at or before
iYiaturity, shall be cancelled by the Paying Agent inurn•diatcly upon the payment, redemption and
Sw•reudCr thcrcol' to the Paying Agent and subsequently desUoyed on accorolalic•e with the customary
practices of' tile Paying Agent. '('lie Paying Agent shall cxeculc a certificate in duplicate describing the
Bonds so cancelled and shall file an executed counterpart ol'sueh eertifrcaty with the City.
Section 209. Preliminary and Final Official Statenlel►t. The I'rchminary 01'1icial Slatcnient
dated November 8, 2002, is hereby ratified and approved, and the final Oliicial Statement is hereby
authorized and app►•0VCd by supplementing, ;unending and complctnlg the Preliminary Official Statement,
with such changes and additions thereto as are necessary to cooli1•111 to and dcscrihc the transaction. 'file
Mayor of the C:'ity is hereby authorized to execute the final Official Statement aS SO SupplcnlCnted,
amended and completed, and the use and public distr•iblitioll of Idle (Klicial Statement by the Purchaser in
connection with the rcoflcring of the Bonds is hereby authorized. 'I he proper ol'licials of the City are
hereby authorized to CxecutC and dCliVCI• a CCrtilicate pertaining, to such 011'ieial StatenlCnt as I1resC►•ihcd
therein, dated as ol'the dale ol'paynlcnt liar and delivery ol'thc Bonds.
For the purpose ol'Cnahltng the Purchaser to comply wilh the requirements of Rule 15c2-12(h)(1)
of* the Securities and I:xch;uigC Commission, the ( 'Ity hereby deem', the 1111'ornrltioll regarding the City
contained in the Preliminary Official Statement to he "final" as 01'its date, except din• the onikSion ol'SLICII
inlilrnlation as is permitted by RuIC I5e2-12(h)( I ), and the appluprinte oltieers of 1110 City are hereby
authorized, il'rrqucslCd, to provide the I'urchnscr a ICtICr ur Certrlie;ltu11 to Such c11ed and to ;II C such
other 1IC1i0nS or CxCCUIC SL1Ch other clocunicnts as such ()(freer~ Ill their l'C&Wmahlc .lodgment dUCIll
necessary to enable the Purchaser to comply with the reclunCHICilt of sorb Rllil'.
The City agrees to proviLIC to the PLIrChaSCI' withIll Seven I)IISHlesti days of the date of,the sale of
(lie Bonds Sufficient copies of* the 1111,11 01'icial Statement to cnablC the I'Inchaser lu Comply with the
t•CquircniCnts ol• RuiC 15c2-12(b)(4) of the SCCIII'itICS and FXCIIM11W ('onloliS,;iom ;uul with the
r•cquircinents of Rule (3-32 0l'lhC Municipal SCCUritiCS Rulcmaking Board.
Section 210. Book-Entry Bonds; Securities Depository.
(a) `fire Bonds shall initially be registered to ('CdC & ('o., the 11 0 111 1 11CC lilr the SCCLIr•iliCS
Depository, and no bcnc(icial o\Vncr \VIII rcccivC CCrtilicates rCprescntinp; lhcir respective interests in the
Bonds, except in the event the Paying Agent issues RCplaCerllent BOMIS as providCd in SLII)SCChQ11
(b) hCreol. It is anticipated that during the M-Ill of lhC Bonds, the Securities Depository will make book-
entry transfers atllong Its Participants and receive and t•ansmil payment of principal of', pl'Cllillllll, If any,
and interesl oil, file Bonds lei the Participants until and unless the Paying Agent aulhCnticatCS and delivers
Replacement Bo11ds Ill till.' bCIlef vial owners as described in subsection (h).
(b) (I) if the City determines (A) that the SM11-111CS Depository is unablC to properly
discharge its responsibilities, or (13) that the Securities UCpository is no IongCr qualified 10 act aS a
securities depository and registered clearing agency uno.ICI' the SCCIII-ItICS and lixchange Act of' 1934, as
-II-
amended, or (C) that the continuation ofa hook-entry system to the CxClusiotl of,Iny BOMIS beillg iSSUed
to any Owner other than Cede & Co. is no longer in the hest interests of the bcncficial owlias of* the
Bonds, or (2) if the Paying Agent receives written notice front Participants having interests 111 not less
than 501A of the Bonds Outstanding, is shown oil the records of the SCCLII'itiCS Depository(,111(1 certified to
such effect by the SCCIII-itieS Uclwsitory), that the continuation ofa hook-entry system to the exclusion of
any Bonds being issued to ',Illy Owrler other than Cede & Co. is no longer in the hest interests of the
beneficial owners ol'thc Bonds, then the Paying Agent shall notify the t WIM's of such dCICr-nlinali011 or
such notice and of the availability of-certi(icatcs to Owners rc(iuCSting 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 site)) ad•justnlcnts as it play
find necessary or appr'opr'iate as to accrued interest and previous calls ror re dcnllp(ron, provided, that in
the case ofa determination under (1)(A) or (1)(13) o('this subsection (h), the City, with the consent of the
Paying Afmil, may select a successor securities depository in accordance with Section 210(c) hereof to
effect hook-entry transfers. ill such event, all references to the Securities Depository herein shall relate to
the period of time when at least one Boned is registered in the nanlC of the SCClll'iliCS Dcpositot•y or its
IlllllllllCe, t.I11011 lhC ItiSIIaIICe (1f Ilc'plaCC'tllellt Bonds, all rc:fi rcnces herein to ohhgations imposed upon or
to be performed by the Securities i:)Cpnsitoly shall be IICCI11Cd to be ilnlposed upon and pet lornled by the
Paying Agent, to the extent applicable with respect to sue)) Repl ICCrncnt Bonds. 11' the SCClll•ilieS
Depository resigns and the City, the Paying Agent or Owners arc uriahlC to locate a (Itialifted successor of
the Sectu-itics Depository in accordance with Section 2111(,) hercol', then the Paying Agent shall
authenticate and cause delivery of Replaccnient Bonds to Owners, as provided herein. The Paying Agent
may rely on infiornlalion from the Securities Depository and its Participants as to the names and addresses
of and principal amounts held by tilt beneficial owners o('tile Bolids. "I he cost oil prirltirig, registration,
authentication and delivery of RCplacelllcnl Bonds shall he paid for by the (,"ity.
S � i ' I) pos or y i esl gt s is unable to property discharge its
(c) In the event the cc,lllUc. cl It � � t,n , { { y b
responsibilities, or is no longer qualified to act !IS a Sccuritics depository and registered clearing agency
under the Securities and i".xchange Act of I934, as anlendC(l, (lie 011 ' nlay appoint a successor Sccuritics
Depository provided the Paying Agent and the City r"Cive written evidcncc with respcct to the ability of
the successor Securities Depository to discharge its responsibililiCS. Any such successor Sccuritics
DCpository Sllall be ',I Sccuritics depository which is a rCgistCrcd clC;1HIl e �tgCncy urldcr the Sccuritics and
Fxchalgc Act of' 1934, as amended, or other applicable Statule oi' regulation that opCratCS a sceuriticS
depository upon reasonable and customary ',cents. The Payinl; Agerlt upon its receipt ofa Boned or Bonds
rot, cancellation shall cause the dclivcry of Bonds to the s1lCCCSsor Smirilies Depository in appropriate
denomination's and Form as provided herein.
(d) The CxeCUtion and dclivcry of'the Representation letter to D'ITC by tilt Mayor in the form
attached hereto as Exhibit B with Such changes. omissionS, insertions and revisions as the Mayor shall
decal advisable, is hereby authoriiCd, and CxCCUtion of the RCpresCntation I.etcr by file Mayor shall be
conclusive evidence of such approval. 'I'lle Representation Letter shall set filet)) certain matters with
respect to, among other things. notices, consents and approvals by Registered Owners of'the Bonds and
beneficial Owners and payments On the Bonds. The Paying Agent shall have thou same rights with respect
to its 201011S thCl'elindCl-as It has with respcct to its actions under (his 01-dirlalcc.
Section 211. Authorization of Continuing Disclosure Agreement. The City is hereby
malll)tized to enter into the Colltllllling DISCIOSIIrc Agrecnient, ill suhstantinlly the lin-m attached to this
Ordinance and marked Exhibit C, and the i\layilr and City C'Icrk J c lICrcby audlorixcd 01111 diI•CCICd to
execute the C011llnlllllg DiSCIOSnrc Agrcenie It with such changes therein as Stich ol•licials play decal
appropriate, flit'and (nil behalf of and as the act and deed of'the City.
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1
A[t'I'iCLE 111
REDEMPTION Ole BONDS
Section 301. Optional Redemption of Bonds.
(a) Optional Redemption ht, C'itj% At the option of the City, Bonds o►• portions thereof'
maturing on November 1, 2012, and thereafter Ilia`' he Crilled for redemption and payment ilrior to the
Stated Maturity thercof on November 1, 2011, and therealicr ill whole or in part at tiny time ill such
rinlotults Cor each Staled Maturity as shall be determined by the City at the Redemption price of 100'%, of
the principal amount thereof, plus accrual interest thereon to the Redcnlplinn DMC.
(It) Isxtrnurdinrrrt, Redemption bt' C'ill,. At the opliml of the ('lt)', the liunds or portions thereol'
maturing on or after Novenlher I, 2006, may he called lin' redemption and payment prior to the Slated Maturity
Ihercofon November 1, '2005, and thercaller in whole or ill pelt al ally tilue at the Redemption Price of 100`%, of
the principal anuxu)t thereof, plus accrual interest thelvon to [fie Rcdunlptiein Date, to the extent the City
ref"mances all or any portion of the Inipl-mcnlcnts financed w1t11 the Bonds under the Nflssouri Leverage State
Water Pollution Control Revolving; Fund.
Section 302. Selection of Bonds to Be Redeemed.
(a) The Paying Agent shall call Bonds for and paynicnt and shall give notice of
such redemption as herein provided upon rcccipt by the Ptlying Agent at least 45 clays prior to the
® RedCirlption I)ate ol'wrltten lllstt1lCIIUIIS from the City ,pccil•ying the 1)rinelpal amount. Statal NhIturities,
Redemption Date and Redemption Prices of the Bonds to he c,aliCd tin• redemption. If any 13011ds arc
rel'ullded more than 90 clays in advance ofsuch RCdcniplion D;Itc. ally escrow agreement entered into by
the City in connection with such refunding shall provide 111:11 such written inS1111Ctions to the Paying
Agent shall he given by the escrow agent oil behalf ol' the City not Ics, titan 45 days prior to the
Redemption Datc. The Paying Agent may in its discretion waive such notice period so long as the notice
requirements set forth in Section 303 are met.
(h) Bonds shall be redeemed only in the princlp;ll ;unoilrit of 55,000 or any integral nutltiple
IhCrcol'. Bonds of less than a full Stated raturity shall he ;Clcctccl by the I'ayn1,; :lgcnt in S5,000 units of
principal :rnulunt in such eyuitaNC nrullrcr as the I'ayin};1lttcnt niay cletcl'111111c.
(C) In the case of a partial redemption of Bolld, at the limit Outstanding ill detloilllllat1011s
greater than $5,000, 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 dcnomina0on of 55,000. If it is determined that
one or more, but not all, of the 55,000 units of face value represented by any Bond are selected for
redemption, then upon notice of intention to ralecnl such 55,0()0 unit or units, the Registered Owner of
such 130111.1 or the Rcgiste-Cd Owner's duly authoriicd agent shall pl-CSetlt and surrender tiuch Bond to the
Paying Agent (1) for payment of the Redemption Ili-ice and illt l.C.�l to the Redemption Date of such
$5,000 unit or units of lace value called 1161- redemption. and (2) 161. 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 alllotlnt Ot AICIi Bond. II the Registered Owner of any such Bond tails to present
such Bond to the Paying; Agent file paynicnt and exchange as aforesaid, such 13011d shall, ncverthclCSS,
become clue and payable on the Redemption Datc to the extcnl ol'the 55,000 unit or units of fact value
called ror redemption (and to that extent only).
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Section 303. Notice and Effect of Call for (Redemption. Unless waived by ,lily Registered
Owner o1'Bonds to be redeemed, ol,icial notice of any rcdcnlption shall be g!ivcn by the Paying Agent on
behalf'of'tile City by mailing; a copy of an of lcial rcdcnlption notice by firsl class mail at (cast 30 days
prior to the Redemption Date to the PllrChaSCI' of the Bonds and each Registered Owner of the Bonds to
be rcdccnlcd at the address shown on the Bond Register.
All official notices of rcdcnlption shall he dated and shall contain the fi►llmo.ing information:
(a) the Redemption Date,
(b) the Redemption Price,
(c) if less than all Outstanding Bonds of a maturity are to he rcdccnlcd, the
identification nuillbcr, Stated Maturity, and, in the CW,c of partial rcdcnlption of any Bonds, the
respcctfve principal anlcnults ol'Ihc Bundy to he recleeIlIC&
(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 Irorll and after the I.edenlption Date-, allot
(e) the place where such 13011ds are to he surrendered filr payment ol'the Redemption
Price, which shall be the principal corporate uflicc ofthe PaVint Agx111.
['he failure ofany Registered Owner to reeelve notice t,iven as bl'I'etOfOrC providedl or any (lefccl
therein :;hall not invalidate ally wdempllorl.
Prior to any Redemption Date, the City shall deposit wow the Pa}ing; ,11th an amount of numey
suffic;icrlt to pay the Redemption Price of all the Bonds or portions of Bonds that are to he redeemed on
that(late.
Official notice of redemption having been given as ali►re.said, the Bonds or portions of'Bonds to
be redeemed shall become due and payable on the Redemption Hate nt the Rc(lemption Price therein
specified, ;.Intl fi•onl and alter the Redemption Date (unless the City dela(rlts in the payment of the
Redemption Price) such Bonds or portion of Bonds shall cease to hear intcrest. Itpon surrender of such
Bonds for redemption in accordance with such noticc, the Redenll)Ifon 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 intcrest. Upon surrender (irr any partial rcdcnlption of' lily Bond, there
shall be prepared Im the Registered Owner a new Bond or Bonds of the sane Stated Maturity in the
amount ol'the unpaid principal as provided lurem. All Bonds that have been redeemed shall be cancelled
and destroyed by the Paying Agent as provided herein and shall not he reissued.
The Paying Agcnt is also directed to comply with ;Illy mandatory standards established by the
Securities and Exchange Commission and then ill efl'cct lilt processing! redemptions 01' municipal
securities, failure to comply with such standards shall not al,lcct or invalidate the rcdcnlption orally
Bond.
I-.or so long as the SCCIn'It.ies Depository is ell cting, book-entry transfers of the Bonds, the Paying
Agent shall provide the notices specified in this Section to the Sectlrftics I)epository. 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 benclicial owners. Any failure oil the part of the Securities I)epository or a
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Participant,or fidItire oil the part ol'a nominee of a hencIicial owner of a Bond (having been mailed notice
From the Paying Agent, the Securities Depository, a Participant or otherwise) to notify the benclicial
Ownerol'the Bond so aflccted, shall not.al'I cc t the validity oI'tile redemption of such Bond.
ARTICLE, 11'
Sh:C[II ITN' FOR BONDS
Section 401. Security for Bonds. The Bonds shall be special obligations of the City payable
solely from, and secured as to the paynlcnt of'principal and interest by a pledge of', the Net Rcvcnucs of
the System, and the City hereby pledges said Net Revenues to the payment ol'the principal ol'and interest
on the Bonds. The Bonds shall not be or constitute tI general obligation of the City, nor shall they
conslit►Itc an indcbtcchless of the City within the meaning of any constitutional or statutory 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 intcrest.
The covellallts and agreements of the City contained hcrcin and in the Bonds shall be fill the
equal benefit, protection and security of the legal Owllet'S of ally or all of the BOI1tIS, all of which Bonds
s11a11 be of equal rank and without prcfi:rencc or priority of one Bond over ally other Bond ill the
application of'the funds hcrcin pledged to the paynlcnt of the principal of'and the interest on the Bonds, or
otherwise, except as to rate of intcrest, Stated Maturity and right olrcdemption prior to Stated Maturity 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 front the Net Rcvcmlcs 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 Revenues or otherwise over Parity Bonds and Parity Bonds shall not
have any priority with respect to the payment of principal or interest from said Net kevctities or otherwise
over the Bonds.
ARTICLE V
CREATION AND RX11 ICATION OF FUNDS AND ACCOUNTS;
DEPOSIT AND APPLICATION OF BOND PROCEEDS
Section 501. Establishment of 1,'unds and Accounts. '['here arc hereby created or ratified and
ordered to be established and maintained in the treasury of she City the 1i011owing separate funds and
accounts to be known respectively as the:
(a) Sewerage System 2002 Project fund (tile "Project Fund"),
(b) Sewerage Systcnl Revenue Fund (tile "[revenue Fund").
(c) Sewerage System Operation and Maintenance Account (tile "Operation and Maintenance
Account").
(d) Debt Scrvicc Aee(llllll lilt Sewerage System ltcvcnue Bonds, Series 2002 (tile "Debt
Service Account").
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(c) Debt Service Reserve Account Im Sewerage System Rcvcntic Bonds, Series 2002 (tile
"Debt Service Reserve Account").
(f) Replacement Account (the "Depreciation and Replacement Account").
(g) St:wcragt: System Surplus Account (the "Surplus Account").
(h) Rebate Fund lo►'Scweragc System Reventc Bonds, Sevres 2002 (the "Rehate Fund").
In addition to the ftnlds and accounts described above, the fo110%0ng funds and accounts are held
by a trustee with respect to the Previously Issued Parity Fonds tinder a Bond Indenture;
(1) Reserve Account (thc "200113 Reserve Account").
(2) Debt Service Account (file "2001 B Debt Service ACCOLIM").
(3) Principal Account (the "200113 Principal Account"),
(4) Interest Account (the "2001 B Interest Account").
'I'hc ftnlds and accounts rcicrred to in this Section shall hr maintained and administered by file
City solely for the purposes and in the manner as provided in the Act and in this Ordinance and in the
Previously Issued parity Ordinance so long as any ol, the Bonds or the Previously Issued Parity Bonds
remain outstanding within the meaning of this Ordinance ant said Previously Issued Parity Ordinance,
respectively.
Section 502. Deposit of Bond Proceeds. The net proceeds received front the sale of the
Bonds, including any prenliullt or accrued interest thereon, shall be deposited simultaneously with the
delivery ol'thc Bonds, as follows:
(a) Any prentiunt on the Bonds and any anlourit reeclved on account of accrued
interest on the Bonds shall he paid and credited to the Debt Service Account and applied in
accordance with Section 602 hercol'.
(b) An amount eyual to the Debt Service Reserve Itcduirerltcnt shall he paid and
credited to the Debt Service Reserve Account and applied in accordance with Section 602 hereof.
(c) The remaining balance of the proceeds of the Bonds shall be deposited in the
Project Fund and applied in accordance with Section 503 hercol'.
Section 503. Application of Moneys in (lie Project Fund. E'xcepl as olherwise provided in
this Ordinance, moneys in the Project Fund shall be used solely for the purpose of(a) paying file cost of
the Project as hcreinbcforc provided, in accordance with the plans and specifications therelilr prepared by
the City's Consultant for the Project, as heretofore approved by the Council of the City and on file in the
office of the City Clerk, i►1Cllidlllg ally alterations in or amendments to said plans and specifications
deemed advisable by file Consultant and approved by file Council of the City, and (b) paying the costs and
cxpcnses incident to file issua►l .' of the Bonds.
Withdrawals front the Project fund shall be made only when authorized b y the Council and only
J > y Y
on duly authorized and excepted warrants or vouchers thcrelor accompanied by a certificate executed by
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the Consultant that SLICII paylllCnt iS bClllg Made for a purpose within the scope of this Ordinance and that
the artiounl of such payment represents only the contract price of the property, equipment, labor, materials
or service being paid for Or, if such payment is not being; madc pursuant to an Cxpress contract, that such
payment is not ill excess of the reasonable value thereof. Nothing hercillbel'Ore contained shall prevent
the payment out of the Project Fund of all costs and expenses incident to the issuance of the Bonds "and
interest accruing on the Bonds (luring the pCriod of acquisition and construction of the Project" or
withdrawals of sums tin• investlrlent or rcinvcstillent purposes rnlder tilt terns of-this Ordinance without a
certificate front the Consultant.
Upon completion of the Project as hereinhefure provided, ally surplus 111011CYS renlalrllllg ill the
Project Fund and not required fur the payment of unpaid costs thereof shall be deposited in the Debt
Service ACCOUIlt.
ARTICLE V11
APPLICATION OF ILEVENVES
Section 601. Revenue Fund. The ('11), covenants and agcre,, that front and after the delivery
of the Bonds, and continuing as 101111, as any of the Bonds rcnulin Uotstanding; hereunder, all of the
Remities shall as and when received be paid and deposited into file RCVCnuC fund unless OthcrwisC
specifically provided by this Ordinance. Said Revenues shall be Wgl_CUUtrd and kept separate and apart
From all other nloncys, I'CVCnucs, funds and accounts of,the i.'ity and shall not be conullin,gled with any
OthCr 111011CyS, I-CVCnucs, ('ands and accounts of the City. '['lie Rcvcime Fund shall be administered and
® applied solely for the l)Llrl)OSCS and Ill the nlallllcl. provided ill tills OrdIll;ITICC.
Section 602. Application of Moneys in h'unds and Accounts. 1'hc ('ity covenants and agrees
that fironl and after the delivery of the Bonds and Continuing so long as any of the Bonds shall remain
Outstanding, it will administer and allocate all of'the ilu)11evs then held in the Revenue Fund as lullows:
(a) Operation and 11fairrlerr till Ce Account. On the first clay of each month. there
Shall be paid alld CrCditCd to the Operation and Mailltellalice Account an 11110LIllt SLItIIChCrlt to pay
the estimated Expenses (luring; the Cnsuillg, nwnlh. All 11110LIIIIS paid anti credited to the
Operation and Maintcnance Account shall be expcn(lCCI and used by the City solely for the
purpose of'paying the l".xpellses Or the System.
(h) Debt See-ice Account. On the 25'1' clay of each 11101101, there shall next be paid
and credited to the Dcbt Service Account, to the extent necessary to inect oil each Bond Payment
Date the payment ofall inlcrest on and principal ol'thc Bonds, the following! stalls:
(I) 13cg;iruling with the first of said deposits and continuing on the first (day
or each 111011111 thereafter to and including,April 25, 2003, :111 equal prn rcrlu pOrti011 Of the
alliount 0f'Intel-cst becoming(IUC Oil the Bonds Oil May I, 2003; and thcrealler, beginning
on May 25, 2003, and continuing on the 25'1' clay of each month theroaflcr so long as any
of the Bonds shall remain outstanding; and unpaid, an amount not Icss than 1/6 of the
amount of interest that will I)CCOML: due 011 the Bonds On the next SUCCCCding llItCrCSl
Payment Date; and
(2) Beginning with the Iirst Of said deposits and continuing oil the 25"' flay
of each rnonth thereafter to an(1 including, October 25, 2001, all C(lual pro RIM portion 01'
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the 1111OL1111 of 1)1'Illcll),)) I)CCOnling clue on the Bonds on Novcrnber I, 2003; and
thereafter, beginning on November 25, 2003, ;Ind continuing on the first day of each
month thereafter So long as any of the Bonds shall remain outstanding and unpaid, an
amount not less than 1/12 of the amount of principal that will I)CCOille due on the 13onds
Oil the next sucCCCdin}; Matu►ity,
The amounts rcquircd to be paid and credited to the Debt Service Account pursuant to
this Section shall be so paid at the same time and of a parity with the amounts at the tinie
rcquircd to be paid and credited to the debt service accounts established for the payment of
principal and interest.on Parity Bonds under the provisions of the Parity Ordinances.
Any amounts deposited in the Debt Scrvice ACCOLInt aS accrued interest in accordance
with Section 502 hereof shall be credited against the C'ity'.s payment oblig pions as set forth in
subsection (b)(1) of this Section.
If at any tulle the moneys in the RCVCnuC Fund arc insufficient to make in full the
payments and credits at the time rcquircd to be tllaLlC to the Debt Service Account and to the debt
service accounts established to pay till.' principal of and interest on any Parity Bonds, the available
moneys in the RCVCnuC Fund shall, unless OthcrwisC directed by the Previously Issued Parity
Ordinance, be dividdcd anong such debt scrvicc accounts in proportion to the respective principal
amounts of said series of bonds at the lime uul;tondling which are payable fi•onl the nloncys in
said debt 5Ci•1'iCC aCCOIIntS.
:111 aniounls paid and credited to the Debt Service Account shall be expended and used
by the City 161. tine sole purpose Of'paying the interest on and principal of the Bonds as and when
the same I)C'CO111C due on Cacti Bond Payment Date.
(c) Dchl Yet-viee Reset-ve Account. So long as the Debt Service Reserve AccOLInt
aggregates the Debt Service Reserve Requirement, no paynlentS into said Account shall be
rcquircd, but if' the City shall Cver be require) to Cxpcnd and use a part of the nloncys in said
Account for file purpose herein authorized arld such CxpenditurC shall reduce the amount of said
ACCOLInt bClO\1' the DCbt SCI•VICC I"CSCI•VC RCCluircnlcllt, the City sha11, on the first day of each
►month, deposit all available moneys into said Account until said Account shall again aggregate
the Debt Service Reserve Requirement. ► xccpt as hereinafter provided in this section, nloncys in
the Debt Service RCSCI•VC ACCOLInt shall be expended and used by the City solely to prevent any
default in the payment of'interest oil or principal of the Bonds oil any Bond Payment Late if the
moneys in the Debt Service Account are insufficient to pay the interest on or principal of said
Bonds as they I)Ce)111e CILIC.
The amounts required to be paid aid credited to the Debt Service Reserve Account
I)La•SLlallt to this SCCIIOii Shall be So pail{ at the same (line and on a parity with the amounts at the
time rcquircd to be paid and credited to the debt scrvicc reserve accounts established for Parity
Bonds under the provisions of'tile Parity Ordinances.
If at any time the nloncys in the RCVCnuC Fund) arc 1liSLIff1CICllt to make in Cull the
payillents aIld credits at t1C time I•Cgill•Cd to be made to t1C Debt Service Reserve ACCOLIIit 111(1 to
the debt scrvicc IesCrvC accounts established to protect the payment of any Parity Bonds, the
available moneys in the RevCIlLIC i''und shall, unless otherwise directed by the PreViouSly issued
Parity Ordinance, be divided anu)ng such debt service reserve accounts ill proportion to the
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respective principal amounts of said series of hands at the time outstanding which are payable
From the moneys in such debt service reserve acculults.
Moneys in the Debt Service Reserve Account 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 ACCOL111t 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 Account ill excess ol'the Dcht Service. RCSCI-VC Requirenlerlt On any
Valuation Date shall be transt'errcd (i) during the period of acquisition Orld construction of the
Project, to the Project fund, and (ii) after the Project has been completed and fully paid for, to the
iZCVC11LIC mend.
(d) Depreciation and Rephice rent Ac count. 'there shall next be paid and credited
to the Depreciation and Replacenent Account, oil the first day of Cach 111011th, the SLIM of$ ,000
each month (including any amounts at the time required to be paid and credited to said Account
under the provisions of the PrCViously Issued Parity Ordinance) until said Account shall aggregate
the Depreciation and Replacement Accumulation RCgllircillent so long as any of' the Bonds
remain Outstanding. liXccpt as hereinafter provided in Section 603, moneys in the Depreciation
and Replacement ACCOIIM shall be expCmdcll and Used by the City, if no other i'Ui1dS are available
therefor, Solely 1101' the pUl'pOSC Of Illaking unusual or CXtraordinary replacements and repairs in
and to the System as may be necessary to keep the System in good repair and working order and
to 'ISSLII*C the C011tillLICd CIICCOVC and Cfficient operation 111Crcot', 111CILIdirlg i'CplaCillg or repairing
portions of the System or major items of any plant or C(Iuipnlent which either have been fully
depreciated and arc worn out or have become obsolete, inefficient or uneconomical. No moneys
in said Account shall be used lbr the purpose of extending or enlarging the System. Auer the
Depreciation and Replacement Account aggregates the 1_)epreciatloll and Replacement
ACCLlmlllat►on Requirement, no Further paylllents into said Account .Shall be required, belt if the
City Cvcr Cxpcnds and uses a part Ol'the moneys in said Account for its authorized purposes and
SLICK CXl1CiIdltLlr'C rCdUCCS the amount of said ACCOIInt below the I)Cprecial.iOn and RCplacement
ACCLIIiiIllat1011 Requirement, tied tile City shall wsun1C and C011t111UC said I11011tllly pay111CIltS 1ntO
said Account until said Account shall again aggregate the Depreciation and Replacement
ACCUmulati011 RCgLlircmlCllt.
(e) Surplus Account. After all payments cold Credits rCLluircd at the til11C l0 be illade
under the provisions of' the Foregoing paragraphs of this Section have been made, all moneys
remaining in the RCMUIC fund shall be paid and credited to 1110 Surplus Account. Moneys in the
Surplus Account may be expended and used for the lollowing purposes as determined by the
Council Ofthe City;
(1) Paying Expenses of the System t0 the extent that may be necessary after
the application of'tile moneys held in the Operation and Maintenance ACCOLlrlt under the
provisions ol'paragraph (a) of*this Section;
(2) Paying the cost of extending, enlarging or improving the System;
(3) Preventing delaull in, anticipating payments into or increasing the
amounts in the debt service accounts or debt service reserve accounts for System
Revenue Bonds or the Depreciation and Replacement Account, of (lily one of them, said
payments made to prevent default to be made 111 the order prescribed ill this Section 602
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® of this Ordinance or in the applicable sections 01' 0rduulnces authorising additional
System RCVC11LIC Bonds 11C1'CaftCr issued, or establishing or increasing the amount 01 any
debt service account or debt service reserve account created by the City for the paylllcilt
of any additional Systcrll RcvcmiC Bonds; or
(4) Calling, re(ICennng and paying prior to Stated Maturity, or, at the option
Of'the City, purchasing in the open nlarkct at the best price obtainable not cxcceding the
rcdemption price (if' any bonds arc callable), the Bonds or any other System Revenue
Bonds, including principal, interest and r'e(IClllpt1011 111•eillil1111, if any; or
(5) Any other lawful purpose in connection with the operation of'the System
and benelitting the System.
So long as any of the Bonds remain Outstanding, no nIOIWVS (lerived 11'0111 the OpCr Iti011
of the System Shall be diverted to the general gOVCI'IlillClltal or municipal fillllctlons Of the City.
(f) ncfcienet' ol'Ptipitents into Funds and Accounts. [fat any tine the Revenues
shall be insufficient to make any payment cell the date or dates hercinbcf'ore specilied, the City
will make good the anunult of such dcficicncy by slaking additional payments or credits out of
the first available Revenues therealtcr received by the City, such payments and credits being
illade and applied in the order hcreinbefore specified in this Section.
Section 603. 't'ransf'er of Funds to Paying Agent. "1'he Finance Director or other a1.1thu►ize(1
officer of'tile City is hereby authorized and directed to withdraw from the Debt Service Account, and, to
the extent necessary to prevent a defiault in the payment of either principal of or interest oil the I3011ds,
Iron the Debt Scrvice Reserve Account, the Surplus Account and the Depreciation and Replacement
Account as provided in Section 602 hel'COl', sums suflicicnt to IWIV the principal of and interest on the
Bonds as and when the sanic hCCOn1C due on any 13011(1 Paynlcnt Date, and to Iorward such sums to th-'
Paying Agent in a manner which ensures the Paying Agent will have available fiends in such arnounts on
or before the Business Day ininiecl►ately prCCCdinf; each 13011d Payment Datc. If, through lapse of tulle, or
Otherwise, the Registered Owners of Bonds shall no longer be entitled to enforce payment of their
obligations, it shall be the fluty of the Paying Agent loi•thwith to return said funds to the City as provided
in Section 605 hereof. All moneys deposited with the Paying Agent shall be deemed to be deposited in
accordance with and subject to all ofthc provisions contained in this Ordinance.
Section 604. Payments Due on Days other than Business Days. In any case where a Bond
Payment Date is not a BLISI11CSS Day, then payment of principal, Redemption Price or intcrest need not be
illade oil such Bond Payment Date belt may be illade oil the i1CXt SLICCCcding BLISillCSS Day with the sa1I1C
fierce and cltect as it'made on such Bond Payment Date, and no interest shall accrue file the period after
such Bond Payment Date,
Section 605. Nonpresentnlent of Bonds. In the event any Bond shall not he presented for
payment when the principal thcrcof becomes due at Maturity, it' fund.i sul7icicnt to pay such Bond shall
have been made available to the Paying Agent all liability of the City to the Registered Owner thcrcof•for
the payment of such Bond shall lortlnvith cease, determine and be completely discharged, and thereupon
it shall be the ditty of'the Paying Agent to hold Such funds, without liability lilt interest thereon, for the
benclit of the Registered Owner of such Bond, who shall therealtcr be restrictCd cXClusivcly to SLich funds
for ,lily claim ofwhatever nature on his part under this Ordinance or on, or with respect to, said Bond. II'
any Bond is not presented 1'01.payment within four years following the date when suCII Bond becornes Clue
at Maturity, the Paying Agent shall repay to the City without liability for interest thereon the fiends
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therctollore held by it lilr payment of Stich Bond, anti such Bond shall, subject to the defcnsc of ally
applicable statute of limitation, thereafter he 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 raying Agent, and the City shall not be liable fin• any interest thereon and
shall not he regarded as a trustee ol'such nloncy.
Section 606. Application of 1lMoneys in the Rebate Fund.
(a) There shall be deposited in the RCbalc Fund such onunrntS as arc rcquircd to be deposited
therein pursuant to the Arbitrage instructions. All nloncy in the Rebate Fund shall be held in trust, to the
extent required to satisfy file Rebate Amount (as defined in the Arbitlagc lnSlr'L1ClionS), 101-payment to the
United States of America, and neither 'he 0ty nor the Registered Owner of any Bond shall have any
rights in or claim to such nloncy. All anunnits deposited 11110 or on deposit in the Rebate Fund shall be
governed by this Section and the Arbitrage instructiow;.
(b) The City shall periodically determine the rchatablc arbitrage colder Section 14(f) of tilt;
Code in accordance with the Arbitlage Instructions, and the City shall make payments to the United States
Government at the tinges and in the amounts determined under tile, Arbitrage instructions. Any funds
remaining in the Rebate Fund after redcnlptroll and payment of all of the Bonds and the interest thereon
and paynlcnt and satisfaction of any Rebate Anunult, or provision nlndc therefor, shall be released to the
City.
(c) Notwithstanding any other provision ol'this 01.(1111anCe, including in particular Article Xf
hereof, the obligation to pay rcbatable arbitrage to the United States and to comply with all other
requirements of this Scctioll and the/\1'1)ilrtagC Instructions shall survive the defeasance or payment in full
of,the Bonds.
ARTICLE Vill
DEPOSIT AND iNVES'I'MFIN'I• OF iNit)NEYS
Section 701. Deposit and investment ol',Moneys.
(a) Moneys in each of the funds and accounts crcatcd by and rcicrred to in this 0i'dinanee
shall be deposited in a bank or banks or other legally permitted financial illStitutions located in the State
Of MiSSOIII'i that are members of the Federal Deposit Insurance Corporation. All such deposits shall be
continuously and adequately scoured by the banks of lmancicll institutions holding such deposits as
provided by the laws of the State of Nlissouri.
(b) N4011CYS held in any fund or account rcfi;rred to in this Ordinance may be invested in
Permitted Investments; provided, however, that no such invesuncnt Shall be made for a period extending
longer than the date when the moneys i►lvcsted play be needed For the purpose fm• which Such fund or
account was created. All earnings on any investments held in any fund or accoiult Shall accrue to and
become a part of such fund or account; provided that at all times that the balance oil hared in the Debt.
Service Reserve kCeollilt is equal to or greater than the Debt Service Reserve Requirement, all earnings
on investments held in the Dcbl Service Reserve Account, and any amount in said Account in excess of
• the Debt Service Reserve Requirement, shall be paid and credited to tilt 1'rojcct I"utld, or, if the Project iS
complete, to the Debt Service Account. Ill Cleler'Mining the allioullt held ill any fund or account under any
of the provisions of this Ordinance, obligations shall be valued at the lower of tic cost or the market value
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thereof, provided, however, that investments held ill the I)chl Service Reserve Account ~hall be valued at
market value only. If and when the amount held in any Iluul or account shall he in execsS 01'tile amount
required by the provisions of this Ordinance, the City Sh;►Il direct that such excess be paid and credited to
the Revenue Fund.
(c) So long as any 01'tile Previously Issued Parity Bolids remain outstanding and unpaid, ally
investments made pursuant to this Section shall he subject to any 1'CSII'iCtiotIS in the Previously Issued
Parity Ordinancc with respect to the funds and accounts created or ratil-wd by and referred to in the
Previously Issued Parity Ordinance.
ARTIC'I A., Vl II
('EN FAZALCOVI?NAY SAND PROVISIONS
'['lie Ctty covenants and agrees with each of the Registered Owners of the Bonds that so loaf as
any of*tile Bonds remain Outstanding it will comply with each of file follownig covenants:
Section 801. 1?fficient and Economical Operation. 'fhc City will continuously own and will
operate the Syslen► as a rcvcnue producing System in an el'licicnt and economical manner and will keep
and maintain the sank in stood repair and working order, The ('tty will establish and maintain such rules
and regulations f61. the use of the System as may he necessary to assure 11laxirnu11l utilization and most
el'ficicr►t operation ofllic System.
® Section 802. Rate Covenant. The City will lix. c.;tahlish, nlain'iain and collect such rateS and
charges Itlr the use and serviccS furnished by or throe;11h the SyStonl as will produce Rcvenucs suf'fi, lent
to (a) pay the Expenses of*tile System: (b) pay the principal ofwld interest on the Bonds as and when the
Satte become due; and (c) cnahlc the City to have in each fiscal year Net Revenues not less than 110',4- of the
amount required to be paid in such fiscal year on account of holh 111-i11cipt►I ofall(l interest on all S)'stenl Revenue
Bonds at the time outstanding; and (d) provide reasonahle ;u►d adequate reserves tier the poynunt of the Bonds
and the interest thereon and for the protection and hl'11C111 of'the System as provided in the Bond 01-dinance. The
City will require the prol►pt pa1•IUC11f of acruunts 161' service re1141ercd by 01' through the System '111(1 will
promptly take whatever action is legally permissible to 110 r011ect delinquent charges. The City will,
fiolll dill( to link as often its neccss;uy, in aecord;u►cc with and subject to applicahlc legal rcgttircnlcr►ts.
revise the rateS and charges alin•esaid in such nwnner as ns►y he necessat.y or proper so that the Net
RcvcnucS will he suflicicnt to cover the obligattonS of the t 'ity under this Section and otherwise tntdcr the
provisions of this Ordinance.
Section 803. Reasonable C'harg!es for all Services. Nonc of the facilities or services
provided by the System will he furnished to alb' user (cxceptirtg the City itself) without a reasonable
charge being; made therelor. 11' the RCVCIIIICS arc at any litlll' insul•ticienl to pay the Expenses of the
System and also to pay all interest on and principal ol•the Bonds as and when the sane become due., then
the City will thereafter pay inlo the Re1'CIIC I"tald a lair and reasonable payment in accordance with
effective applicable rates and charges for all use and scrviccs 1tn-nished to the City by file System, and
such payments will continue So long; as the same Illy be necessary in order to prcvcnt or reduce the
amount of any def;nllt ill the payment of the interest on or principal of(lie Bonds.
Section 804. Corporate Existence. The City will maintain its corporate identity and
existence so long; as any of the Bonds remain Outstanding. unless anolhcr body corp►.lrate and politic by
operation 01' law Suceceds to the powers, privileges, rights, liabilities, disabilities and duties of the City
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and is obligated by law to comply with the terms and provisions of this Ordinance without materially
adversely affecting at any time the pl•ivileges and rights of any 0WtlC1•of any()utstandint; Bond.
Section 805. Restrictions on Mortgage or Sale of System. 'I he Cily will not mortgage,
pledge or otherwise encumber the System orally hart thereof, nor will it sell, lease or otherwise dispose of
the System or any material part thereof; provided, however, the City play
(a) sell at fair market v,doc any portion of the System which shall have been replaced by
other similar property of at (Cast equal value, or which shall cease to be necessary for the efficient
operation of the System, and ill the event of'sale, tilt City will apply the proceeds to either(I) redemption
of Outstanding Bonds in accordance with the provisions governing redemptloll of Bonds in advance of
Stated Maturity, or (2) replacement of the property so disposed of by other property the Revenues of
which shall lie i►lcorporatcd into the System as hcreinbcfin•c provided;
(b) cease to operate, abandon or olhcl-wisc dispose of' any property which has become
obsolete, nonproductive or othel•wiSC umlS,,bIC to the IdVamtagV ol'tile City: or
(c) [ease, (1) as lessor, any real or personal property which is unused or unimproved, or
which has become obsolete, nonproductive or otherwise unusablC lu the adVantal;C of the City, or which is
being aCquircd as a part of a Iease/purchase financing fin. 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. I'roperty hcing ICa,Cd as ICSSOr and/Or ICSSCc pursuant to this
subparagraph (c) shall not he treated as part of the System for purposes of Ibis Section 805 and may lie
mortgaged, plCdgCd or OtIlCrwiSC encumbered.
Section 806. Insurance. The ('It-, well carry and u1au11am insurance with respect to the
System and its operations against Casualties, Contingencies and risks (inCluding but not hl'llilCd to propCl•ty
and Casualty, lire and extended coVCl',lgC insurance upon all of the properties forming a part ofthe System
insofar as the sank arc of an insurable nature, IMINIC liability insurancC, business interruption insurance,
worker's compensation and CmlployCC dishonCSly insurance), such insurance to be of the character and
COVC1•agC and in such alllollillS as would normally he CarrlCd by Other nitaucipallticS ol• public; CntitiCS
engaged in similar activities of CunlparablC size and Similarly SltuatCd. In the CVCnt of loss or danlagC, the
City, with reasonable dispatch, will use the proCCCds of SuCII insurance in recolls1ructing and replacing the
property damaged or destroyed, or in paying the claims on account of Which such procccds werC received,
or it' such I•CCOIIStRJC1iol'1 or rCplaccnlCnt is unnCCCSSary or inlpraCtinhlc, then the City well pay and
(ICposit the IWOCCCdS of such iI1SUraI-ICC into the RCVCI1lIC Fund. The City will annually review the
insurance it maintains with respect to the System to clCtcrnlinC that such insur,lnCC is Customary and
adequate to protect its property and operations. The. City may elect to be SClf-insw•Cd for all 01' any part of
the 101-Cgoing rCquirenlentS if (i) the City am1ua11y obtanls a written evaluation with respect to such
sell-insurance prog.anl from ,m 111S1lraI1CC Consultant, (ii) the evaluation is to the cllcct that the
sell-II1Slll•,111CC pl•Ogffalll IS actuarially Sotllld, (lit) UIIICSS the (Nalllati011 SUIWS that Well I'C5CI•VCS al•C llot
necessary, (he City deposits and maintains adequato rCSCI.1'CS for file SCII-IIIS1117II1CC 111'ogl',1111 With a
Corporate ll•tIS1CC, who nlay be the Paying, A cnt, and (iv) in the case of workers' compensation, adequate
reserves created by the City lilr such sell=insuralice program are deposited and maintained ill such amount
and manner as are acceptallle to the State of Missouri. The ('ity shall pay any Ices charged by such
Insurance Consultant and any expenses incurred in connection therewith, The Cost of all insurance
Obtained ptlrsuaflt to the requirements of this SCCtioll shall he paid as all FXI1CI1SC hilt of till' RCVcmucs.
• Section 807. Books Records said Accounts. The C'it y will install and maintain proper hooks
I
records and accounts (cntirCly separate from ,111 other records and accounts of'tile City) in which complete
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and correct entries will be made of all dealings and transactions of or in relation to the System. Such
accounts shall show the illllotant of Itcvcnues of 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 808. Annual Budget. Prior to the conlnacncemcnt of each ;fiscal year, the City will
cause to be prepared and IIiCd with file City Clerk a budget setting firth the estimated receipts and
expenditures of the System for file next succcc(ling Ilseal year.
Section 809. Annual Audit. Annually, promptly al'tcr the end of the fiscal year, the City will
cause an audit Of'tile System to be made 161. the preceding fiscal year by an Accountant to be employed
101- that purpose and paid froill the Revenues. Said annual audit s11311 covca in reasonable detail the
operation of the System clurirlg such Ilscal year.
Within 30 clays after the completion ol'cach such audit, a copy thereof shall be filed in the office
of the City Clerk, and a duplicate copy of said audit shall be 111161c(1 to the Purchaser of the Bonds. Such
audits shall at all times during the usual business hours he open to the examination and inspection by any
taxpayer, ally user of the services of the System, any Registered Owner of any of the Bonds, or by anyone
acting for Or on behalf of such taxpayer', user or Registered Owner. A copy of any such audit will, upon
request and upon receipt by the City of payment of the reasonable cost of'prcparing and mailing the saute,
be sent to any Bondowner or prospective Bondowner.
As soon as possible after the completion of lllc annual audit. the governing body of the City shall
review such audit, and if any audit shall disclose that proper provision has not been rllade for all of the
requirements of this Ordinance, the City will promptly cure such delicicncy and will promptly proceed to
increase the rates and charges to be charged (or the use and Services furnished by the System as may be
necessary to adequately l)rovide G)r such requirements.
Section 810. Right of inspection. "I'hc PllrehaSCr of the Bonds or any Registered Owner or
Owners of 10'XI of the principal a►llount of the Bonds then 0Utst3auling shall have the right at all
reasonable times to inspect the System and all records, .accounts and data rclatillf thereto, and shall he
furnished all such itll'ormation concerning the System and the operation thereof which the Purchaser or
such Registered Owner or Owucrs may reasonably request.
Section 81 1. Performance of Duties and Covenants. The City will faithfully and punctually
perform all duties, covenants and obligations with respect to the operation of till' System now or hereafter
imposed upon the City by the constitution and laws of the State of Missout'i and by the provisions of this
Ordinance.
Section 812. Parity Bond Certification. The City hereby represents and covenants that the
Bonds directed to be issued by this Ordinance are so issued in full compliance with the restrictions and
conditions upon which the City may issue additional bonds payable out of the Net Revenues of the
System and which stand on a parity with the Previously Issued Parity BollciS now outstanding, as set forth
and contained in the Previously Issued Parity Ordinance, and that the Bonds herein directed to be issued
are so issued in all respects on a parity and equality with tile. Previously Issued Parity Bonds now
outstanding.
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Section 813. Tax Covenants.
(a) The City covenants and agrees that(1) it will Comply with all applicable provisions of the
Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from IC(Ci'al
gross income of the interest on file Bonds and (2) it will not use or pernlit the use of any proceeds of
Bonds or any other Finds of the City, nor take or pernlit any other action, or fail to take lily action, if any
such action or tailurC to take action would adversely affect the exclusion froril federal gross income ot'the
interest on the Bonds. The City will also paSS such other ordinaIICCS or resolutions and take such other
actions as may be necessary to comply with the Code and with all other applicable future law in order to
enSUrc that the interest on the Bonds will renwin excluded from federal gross income, to the extent any
SIICIi aCtiOIIS Carl be taken by the City.
(b) File City covenants and agrees that (1) it will use the proceeds of the Bonds as soon as
practicable liar the purposeS fin• 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
ittanner, of take or oinif to take ally action, that would ciluse the Bonds to be "aibitralge honds" within the
meaning of Section 148(x) of the C'odc.
(c) The City covena ill:; that it will pay or provide I'or the payment from tinle to time of all
rebatable arbitrage to the United ;Mates pursuant to Section 148(t) of the Code and the Arbitrage
Instructions. THS covenant Shall Survive payltlent in dill or dcfcasancc of the Bonds. The Arbitrage
Instructions play be anlended or rcplaced if, in the opinion of Bond Co1111SC1, Such anlendIllClIt or
replacement will not adversely 11111CO the cxelusiom li•ont federal gross income of the interest Oil the
Bonds.
d The City COVCnants Ihat it Will not use ally portion of the proceeds of the Bonds
including any i►lvestnlent income Caf'i1Cd oil SIICh I)MCCCIIS, directly or indircCtly, ill a nnauuler that would
cause ally Bond to be a "private activity bond" within the rneaning ol'Scction 141 ot'the Code.
(c) The City hereby designates the Bonds as "qualified tax-cxC iIII)t obligationS" aS dCtiiICd in
Section 265(b)(3) ol'the ('odc. in addition, the City hereby represents that:
(1) the aggregate Bice amount ul' 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) daring the calendar year ill which the Bonds are issued is lint
reasonably expected to exceed `1;10,000,000, anil
(2) the City (including all subordinate entities thereof) will not issue more than
$10,000,000 of tax-exempt bonds (including the BoildS, but excluding private activity bonds
which are not qualified 501(c)(3) bOIldS) during the calendar year in which the Bonds are issued,
without first obtaining an opinion of Bond Counsel that the designation ot'the Flonds 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 tills Subsection.
(g) The Foregoing covenants shall remain in full furcc and effect notwilhstanding the
dcfcasancc of the Bonds pursuant to Article Xi of' this Ordinance or any other provision of this
Ordinance, until the final N'taturity of all HOMIS OutStanding.
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ARTICLE,, I\
ADDITIONAL BONDS AND OBLIGATIONS
Section 901. Senior Lien Bonds. The City covenants and agrees that so long as ally of file Bonds remain Outstanding, the City will not issue any additional bonds or incur or assullle any other debt
Obligations appearing as liabilities on the balance sheet of the System fill. the payment of moneys
determined in accordance with generally accepted accounting principles consistently applied, including
capital leases as defined by generally acc(•ptcd accounting prutciples, payable out of the Net Revenues of
the System or any part thel'col'which arc superior to the 11011(Is.
Section 902. Parity Bonds and Other Obligations. The City covenants and agrees that so
long as any of the Bon(IS remain OLIklallding, it gill not issue any additional bonds or otll(.•r long-term
obligations payable out of the Net Revenues of'tile Sysicnl or any part thereof which Stand on a parity of
c(luality with the Bonds ("Parity Bonds") unless the 161lowing, Conditions are nlct:
(11) The City shall not be in default in the paynlCnl of principal of or intCrest on any
Bonds (►I' ally Panty Bonds at the t1111C O(IlStall(hllg Ol' Ill Ill,'Ihing any payment at tlw0 tulle IC(Itlll'Cd
to be made i►lto the rcspCCtive flllldS and accounts erCatcd by and rclerred to in this Ordinance or
any Parity Ordinance Im Parity Bonds at the tinge outstanding (unless such additional revenue
bonds or obligations are being issued to provide fllll(IS to cure such delaultl; alld
(11) L;itherol,tile 1611mving:
(l) The avcrat,c annual Net Rcvennes for the twn Il;eal y cars unrne(hatcly
preceding the issuance of additional honds shall have hCen C(.lual to at least 1 10'54, of the
Average Annual Debt �CI'ViCC fog- ,111 SystCnl RC\'ellllC Bonds of the City, including the
additional honds proposed to be issued. Interest to be paid on any SRF I'rogranl Bonds
(as dCfiIICd in the Previously Issued Parity Ordinance) nuly he reduced by the SRI
Subsidy(as defined in the PreviouSly Issued Parity (4(161;111ce), i f arty. In (Iciernlining the
Net RCVCI1lICS Ior the two preceding fiscal years 1,01. the purpose of this subsection, the
City may obtain an Accountant or a Consultant to adjust said Net Revenues lily the two
preceding fiscal yru s by adding thereto, in the event the City shall have made any
increase in rates liar the use and scrviceS of the SySlCtll and such increase shall not have
hCCII in effect during all ol* the two fiscal years ulurlCdullCly preceding the issuance of
additional bonds, the amount, 'IS estinlatc(I by the Accountant or Consultant, of the
additional Net Revenues which would have resulted front the operation of the System
during said two preceding fiscal years had such rate increase been in effect for the entire
period.
(2) The projected Nct Revenues filr the two fiscal years immediately
following the fiscal yCar in which the improvenlcnls to the System, the cost of which is
being lin(uleed by such additional bonds, arc to be placed in commercial operation, as
dCtCI'IlllllCd b)' a C.'onSUltant, shall be equal to at least 110"'0 ol'the A\crage Annual Debt
SCI'VICe liar ;Ili System Revenue Bon(IS of the City, including the additlonlll bonds
proposed to he issued in SIICCCCding fiscal years lilllowing the ConuncrlCenlCnt of
Commercial operation of the inlprovCnlCntS. llltCI'CSl to be paid on any SRI: I'rogranl
Bonds play be reduCCd by the SRF Subsidy, II' any. In (Ie C1111inin1; the pr(,jeCted Net
RC1'CI1(ICS list' the purpose of this stlhseetion 902(b)(2), .(i) average annual sales tax
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revenllcs appropriated to and uscd lur the Systcnl IS Shown in 0U. tW0 most recent annual
audits for fiscal years preceding the issuance of additional bonds shall be used to
(ICternrine the anntlal sales lax revenues projected to he appropriated to and uscd fur the
system, and (ii) tile, Consultant may adjust said projections by adding thereto any
estimated increase. in Net Revenues resulting from any increase or increases in rates for
the use and SCrvicCS of the Systcnl duly made by the City which shall he in eflect for the
period of such Ilrojrctions and which, in file opinion of file Consultant, are economically
feasible and reasonably considered necessary based on ilrojcemi operalions of the
system,
Additional sewerage system revcnuc hands of the City iSSllel under the conditions set (irrlh in
this Section shall stand on a parity with the Bonds and shall enjoy complete equality of lien on and claim
against the Net RCVCnucs with the Bonds, and the City nuly make equal provision For paying said bonds
and the interest thereon out of the Revenue Fund and play likewise provide fin• the• Creation of reasonable
debt service accounts and debt service reserve accounts for the payment of such additional bonds and the
interest thereon out of moneys in the Revenue I'uild,
Section 903. Junior Lien Bonds and Other Obligations. Nothing in this Section contained
shall prohibit or restrict the right of the City to issue al.lditionll revenue. bonds o►- other revenue
obligations lilr any lawtill purpose in connection with the operation of the Systcnl and to provide that the
principal of alld Interest on said revenue bonds or obligations shall be palyable out ol'the Net Revenues of
the System, provided at the time of the issuanCC of such additional revcnuc bonds or ohligatioris the City
shall not be ill default in the pCrlin•nlalice of ally covenant or agreement contained in this Ordinance
(unless such additionrl rCVenuC hands or obligationS arc hcing issued to provide funds to eurc such
default), and provided Ila'lhcr that such additional revenue bonds or obligations shall be junior and
subordinate to the Bonds so that 11 It ally tilnc the City shall be in defalllt Ill paying either interest Oil of
principal of the Bonds. or if the City shall he in detain► in making any payments required to be made by it
under the provisions of'paragraphs (a), (b) and (c), (d) and (c) of Section 602 ol'this Ordinance, the City
shall slake no payments ol'cllher I IlICipai ofor iotcrCSt on said junior and subordinate l'CVClllll' hands or obligations until Said det'ault or defaults be cured. In the event of' the issuance of any such jullior and
subordinate i'CVelllie bonds or c,blittatiorls, the 01i ', suhjeCt to I11C provisions ai'orcsuid, play make
provision for paying the principal ol'and Where>l on surd rCVCnue hondS or f01' peeing said obligations out
ofnloncys in the Revenue Fund.
Section 904. Refunding Bonds. The Pity shall have the right, without conlplyirlg with the
provisions of Section 902 hereol', to refund any of the Bonds under the provisions of any law then
available, and the refunding; bonds so issued shall clijoy complete equality of pledge with any o(' the
Bonds that are not reRuuded, if any, uglorl the Net ReVeltllcS of'tile System; provided, however, than ifonly
a portion of the Bonds are I'CfunelCd said if squid HOMIS arc rcfirrldcd in such IM11111C1' 111x1 the aggregate
amount of principal and interest scheduled to hCC011le due on the refunding bonds ill any fiscal year
(taking into account SCIMIule(d mandatory redemptions) cxcced:. the aggregate amount of principal and
interest scheduled to become due on the rcl'undCd Binds in said fiscal year(taking into account scheduled
mandatory redemptions), Ihcn said ltollcls slay he refunded without complying with the provisions of
Section 902 hereof only by and with the writteal consent of the Registered Owners of a majority in
principal atllowlt of the I�milds not refunded.
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AR•i'IC E X
1)E AULT AND REMEDIES
S
Section 1001. Acceleration of Niaturity Upon Default. The City covenants and agrees that if
it defaults in the payment of the principal of or interest oil any of the Bonds as the same shall become due
on any Bond Payment Date, or if the City or its governing body or ,illy 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 Im a period of 60 days after
written notice specifying such default has been given to the City by the Registered Owner of any Bond
then Outstanding, then, at ally time thcreaficr•and while such default continua, the Registered Owner's 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 Bolds then
Outstanding to be clue and payable ininledlately, and upon any such declaration given as aforesaid, all of
said Bonds shall become and be immediately clue and payable, anything in this Ordinance or in the Bonds
contained to the contrary notwithstanding. 'phis provision, 1101VCVe1', is sub,ject to the condition that if at
any time after the principal o1 said Clutstandi►lg Bonds has been so declared to be duc and payable, all
an-cars 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 cicfaults, if any, by the City
under the provisions of this Ordinance and under the provisions ell' the stalulcs 01' the State of Missouri
have been cured, then and in every such case the Registered Owners of a majority in principal anlollnt of
the Bonds then Outstanding, by written notice to the City given as hcreinbcforc specified, may rescind
and annul such declaration and its con,cqucnces, but no such rescission or armuln►cnt shall extend to or
affect any subsequent default or impair any rights consequent thereon.
Section 1002. Other Remedies. The l)rOViSi011S of this Ordt nance includin LI the covenants and
agreements
herein contained, shall constit►►le a contract betwmi the City and the Registered Owners of
the Bonds, and the Registered Owner or Owners of not less than 1 Y,"O in principal anu►unt of the Bonds at
the time Outstanding shall have the right for the equal bcnCfit and protection of all Registered Owners of
i3onds similarly situated:
(a) by nxlrulanrtrs or other suit, action or IlrOcrcxlings at law or in ccfuity to cnforce
the rights 01' such Registered Owner or Owners against the City and its officers, agcnts and
employees, and to require and conlpci dutieS anti obligations rcqu►r•ed by Ilse provisions of this
Ordinance or by the constitution and laws of the State of Missouri;
(b) by suit, action or other pr•occcdings in cifuity or at law to require the City, its
officers, agents and enlployces to account as if'they were the trustees c,f an express trust; and
(c) by suit, action or other pt•ocealings in equity or at law to enjoin any aets or things
which may be unlawful or in violation of the rights of the Registered Owners ofthc Bonds.
Section 1003. Limitation on Rights of Boudwivners. 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 he instituted, had and maintained fur the
equal bench,of all Rcgistcrcd Owners ol•such Outstanding Bonds,
iSection 1004. Remedies ('umulative. No remedy conferred herein upon the Bondowners is
intended to be exclusive ofany other remedy, but each such remedy shall be cumulative and in addition to
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every other remedy and may be exercised without exhausting and \without regard to any other renledy
conferred herein, No waiver ol'any default or breach of'duty o►'contract by the Registered Owner of any
Bond shall extend to or- affect tiny suhSCgllCnt (IClallt Or bl'CaCll 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 he a waiver
of any such default or acquiescence tllcecin. I:VCry substantive right and every remedy conferred upon the
Registered Owners of the Bonds by this Ordinance may he cnfbrecd and exercised front time to time and
as open as may be (Ice111ed expedient. if any suit, action or proceedings taken by any Bondowner on
account of ally default or to enforce any right or exercise any remedy has been discontinued or abandoned
f'or any reason, or shall have been determined adversely to such Bondowner, then, and in every such case,
the City and the Registered Owners of the Bonds shall he restored to their lbrnler positions and rights
hereunder, respectiv(.,ly, and all rights, remedies, powers and duties of the Bondowncrs shall continue as if
no such suit,action or other proceedings had been brought or taken.
Section 1005. No Obligation to Levy 'faxes. Nothing contained in this Ordinance shall be
construed as imposing on the City any duty or obligation to ICV)' any taxes either to meet any obligation
ineurrCd herein or to pay (lie principal of or interest on the Bonds.
Section 1006. Provisions Relating to the Bond Insurer. (a) In the event of a default in the
payment of principal of of Interest oil the Bonds, if no other funds are available under this Ordinance for
such purpose, 111011CYS in the Project fund shall be used to pay principal of and interest on the Bonds.
(b) in determining whether if payment (Iefault has occurred or whether a payment on the Bonds
has been made, no CffCCt shall be giVC11 to paylllClltS Under the Bond IIiS(INII1CC Polley.
® O Ally accelera t ion of t h c Bonds s and any annulment thcrcol shall he subfcct to the priof \\litter
consent of the Bond Insurer (if the Bond Insurer has not failed to comply with its payment obligations
under the Bond Insurance Policy).
(d) The City shall give the BOIi(I insurer inli edlate notice of arty payment default and shall give
notice of any other default known to the City within 30 days of the City's knowledge thereof.
(C) For all ptll'pOSCS Of the pl'OVISIOIIs of this Ordltl ince governing CVCI1tS Of(ICfallll and remedies,
except the giving of notice to Bon(iu\wnerS, the Bond Ii)S111-e1' shall be deemed to he the sole owner of the
Bonds for so long as it has not failed to comply with its paynlCnt obligations under the Bond IllSlll'anCC
Policy,
(f) the Bond Insurer shall be included as a party in interest and as a party entitled to (i) notify the
City or any applicable receiver of the occurrence of all CVCllt of (IClault and (ii) request a receiver to
intervene in judicial proceedings that af•fcct the Bonds of the security therel'or. A receiver shall be
required to accept notice ofdefault Ciro the Boni Insurer.
Alt'i'I(ILL XI
DE' EASANCE
Section 1101. Defeas+ulce. When any or all ol'the Bonds or the interest payments thereon shall
have been paid and discharged, then lilt requirements contained in this Ordinance and the pledge of Net
Revenues n1adC hereunder and all other rights granted hereby shall terminate with respect to the Bonds or
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interest payments so paid and discharged. Bonds or the interest payments thereon shall be deemed to
have been paid and discharged within the nlealling of this Ordinance if there has been deposited with the
Paying Agent or other contrrlercial bank or trust company located in the State of Missouri and having full
trust powers, at or prior to the Stated Maturity or Redemption Date of said Bonds or the interest payments
thereon, in trust tier and irrevocably appropriated thereto, moneys and/or Dcfeasance Obligations which,
together with the interest to be earned thereon, will be sufficient for the payment of the principal or
Redemption price of said lionds, and/or interest to accrue on such Bonds to the Stated Maturity or
Redemption Date, as the case play he, 01- ifdefiullt in such payment shall have occurred on such date, then
to the date of the tender of such payments; provided, however, that if any such Bonds shall be redeemed
prior to the Stated Maturity thereof, (i) the City shall have elected to redeem such Bonds, and (2) either
notice of such redemption shall have been given, or the City shall have given irrevocable instructions, or
shall have provided for all escrow agent to give irrevocable instructions, to the Paying Agent to redeem
such Bonds in compliance with Section 302(x) of this Ordinance. Any moneys and Defeasance
Obligations that at any tinge shall be deposited with (lie Paying Agent or other commercial bank or trust
company by or on behalf of the City, tier 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 respOCtivC RCgislC►rd OwllClS of such Bonds, and such
moneys shall be and arc hereby irrevocably appropriated to the payment and discharge thereof. All
moneys and Deleasancc Obligations deposited with the Paying Agent or other bank or trust company
shall be deemed to be deposited in a000rdanCe with and subject to all of the provisions contained in this
Ordinance.
In the event of an advance retUndilig, the City shall cause to be delivered a verification report of
an independent nationally recognized certified public accountant.
ARTICLE, X11
,liISCELLA,1`EOUS PROVISIONS
Section 1201. Amendments. The rights and duties of' the City and the Bondowncrs, and the
terms and provisions ol'the Bond,.' Or of this Ordinance, may he ar►lended or modified at any time in ally
respect by ordinance of the City with t.hc prior written consent of the Bond insurer and 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 all instrument or instrullielllS CXCCU1Cd by such Registered Owners and
duly acknowledged or proved Ill the nlallner Of a deed to he ITCOrdC(l, 111(1 S►ICIi instrument or instruments
shall be filed with the City Clerk, but no such modification Or alteration shall;
(a) CXtend the maturity of any paylllenl of'principal of ink--rest due upon any Bond;
(b) effect a reduction in 1.11c alllOUllt 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 Net Revenues of the System prior or equal to
the lien of the Bonds or Parity Bonds;
(d) permit preference or priority of any 1.1011ds over llny 01110' Bonds; or
(e) reduce the lcreenta ge in principal amount o1' Bonds required for the written
} b } } I
consent to any modification of alteration Of the provisions of this Ordinance.
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Ally provision of the Bonds or of this (hfinance clay, howuer, be amended or modified by
ordimulce duly adopled by the govelIIIIIp, hotly ol'the City at any Bolt in any respect with the prior written
consent of fill, Bond lnsillt'r surd the \wrilh n C011SCnt of Ibc krgistered Owners of all of the Bonds at the
Innt"( 111standing.
Without notwc to Ill Ihr cow vilt of ally liondowners, but with (lie prior written consent of the
11011d M'ut'er, flit' ( 'Ily nlriy antt'od of stlpplrllicill Ihr Ordinslncc li►►• the purpose of curing any formal
del,rct, omission, inrollsisIt'ney or anlbl)�ulty II►t'rerll or ill connection with any other change therein which
IS 1101 llhllrli;llly aclwerst' to Ow Inlrrrsts of lilt' liondo wucrr;.
F.wcry anlrncinlew of nlodilwallon of lot' Ill owislon' ill' the Bonds or of this Ordinance to which
the \written eonSrllt of* tilt' Bolido\wnrr•, is )�,Iwrn, ;I" ,lbnwr provided, shall he expressed ill an ordinance
lms.wd by tilt' gowrrnlng both' of Ihr ( 'itv u100101111, or supplementing the provisions of this Ordinance
Mid shall be devilled to hr a pill( of lilt,, Ordlnnntt'. Any and all modifications made in the manner
hcivinabove provl,lvd 'lulll not bt't'olnr rlfrcAl\ . 1111th Ihrlr hits been filed with the City Clerk a copy of
the ordinant't' of for ( 'lly Ilvivnl provided lin, (1111y cvInbird, as well as proofofany required consent to
Stich nlodlflriltion by lilt. iterl%ft-wd O\wncr of Ihr Bondi Own Oul,lauding. It shall not be necessary to
note on any oflhr ()n{slan(hn)t Bolids loly wk-wiwc 111 ,rich atm-ndment or modilic,ation. A certified copy
ol' every such anu'tld.tioly of mid ii rrrrlifit'd copy of' this Ordinance shall be
nlildc availilble lot. ills) rt'lioll by Illy kcvlI dcic•d ( h\orI of mi\ Bond or it prospective purchaser or owner
of ally Itorld alithorvrd by 1111', ( )rd11lancv, ;Intl 111,(111 pit}nit'nl of lilt' Irasonahlc cost of pl'eparitlg the
sanu', a t't'rlilit'd
copy of;Illy �,ticll ;11nt•nd;IlolY of snplrlenn iii;il procceditips or ol'tIiis Ordinance will be
sent by (lit- ('ily ( 'It'll. In ;nly sltrli livildomit'l (tI plw,pv, ll\c Hondowic.r.
The t'il ' shnll Ilnnr•h to lilt' P mil p AI-t-111 ;1 co 1. of ;111 • allwildillcM to the Bonds or this
OrdlllallCC nladr hrrt'uudt't \%hic•il a1f,t t, lilt' dmirr', r,r nbhl'nnon', of 11It' Pilyim,, Agent under this
OI'dinnlirt'.
Aliv 1'aillip l)!vIu'w Own 1111111, ilu' lit ilk Iilll'.1 heel\t' Ilt,llt'r ill, r;lcl) alilclldlllclll and (1 copy
thert'ofaf It'asl IS day." ml n(1\Mwv tit'it,. t',xt-tltlon ill ,t(Iollnon I hr Bond lIl'L'I't'l' shall he provided with
a full Ininscripl ofall Iu(Irrrdlu) :, Icl;tunl� W fill' r\rcnuon o1 ;Inv sin h anlrndnit'nt or sullplcnu.nt.
Section I:02, loticrN, Umilwill., lin(I (tiller I list r'un1vill" by Bondm lIvI.S. Any notice,
consent, rrg11rsf, dlrcution, ilppim;(l, oblt'diom (if uthcr In•,Uuluent w(Itilred 11v till"; Ordinance to be
Si1:lIC(I and eXec'lllUtl 11)' Ibe liololo\wlrt•r', 1114' b(' 111 ,Inl' IiUtllht'I of t•u11cl1lrt'lll \wrllings of silllilal- tenor
kind nla,y he signed or rxrelut'd by ',11th Bomdo\\ors•, Ill In'Ison or Ily ;lf"rnl ;Ippomllud ill writing. Proof of
1110 execution ofany such 11I'Irunlr11t or u) tilt' \truth)" ;Ippolmin)". ;illy such ngrnl and of the ownership of
Bonds (except li►r lilt' w;silcnlot'nf till o\wnrl',hlp tIf a Bowl a'. p1m ldc it for 111 Ibr lilrin of Bond set Birth in
lit,\hibit A herelo), if made in Illy follmwml), 1111111110. >Jlall Ilk, ',ufflcirnl for ally of file purposes of this
Ordinance, alld ''ihall he conchisivc ill f0voi tit tilt' ( 'ity imd lilt, haying Agent \wllh 1't-pa 'd to ally ilctloll
taken, suflt.rcd or ontllled midri illy 'iuvh ilv,II ilwilt, Il;inirls
(a) Tilt, lint and dale of tilt, t'xrr11lforl by ally prr�,o11 (11'ally 'uch instrument nlay be
pr'11\•ed h.N' a Ct.'I'llfll'illt' of ally 01flt't'l ill ill)\' .1111r;dirlinn \who 11y lit\\' has po\wci 111 take
acknowlcd),nlcnis \w1lhin stick jill I-Alctioll Ihal Ihr prltio11 .1),nulil 'uc'h insilmiuont acknowledged
befol'1. slich t►fflet'r lilt, (1vi.1111011 lilt')C01, (11 11w ill 1'1(1;1\II III ;tilt \\11lit'Y, Ill atli'll cXecilllon.
! (b) 'Ilse klt:l 01 omivlr,hlp of Bonds, the immilllt of anlimlits, miller;; and other
identification of Bond.', ;ind Cllr daft. Ill boldilly the sallir tillilll br prowrd by Ihr Bond Register.
.i I
In determining whether the Registered Owners of the requisite principal amount of Bonds
Outstanding have given any request,dentarld,authorization,direction, notice,consent or waiver under this
Ordinance, Bonds owned by the City shall lie disregarded and deemed not to lie Outstanding under this
Ordinance,except that, in determining whether the Bonclowners shall be protected in relying upon any such
request,demand,authorization,direct ion,notice,consent or waiver,only Bonds which the Bondowners know
to be so owned shall be so disregarded. Notwilhstanding the lbregoing, Bonds so owned which have been
pledged in good faith shall not be clisregarcicd as aforesaid il'the pledgee establishes to the satisfiaction ofthe
Bondowners the pledgee's right so to let with respect to such Bonds and that the pledgee is not the City.
Section 1203. Reporting Requirements. The Holld lnsurcr shall he provided with the Hollowing
information:
(a) Notice ofany drawing upon or dclicicrrry due to market fluctuation in the anuxlnl in the
Debt Service Reserve Acc:oUlll.
(b) Notice of the redemption of ally of the Bonds ot.oI ally ;rdvance refunding • f,the Bonds,
including the principal amount. maturities and (_'USIP number~ Ihcrcol'.
(c) Notice ofany material events pursuant to Rule 15c2-12 under the Securities lixchange Act
of 1934.
(d) Such additional inliornurtion as the hoed Insurer may reasonably rcduesl frO time to time.
The notice addresses for the Bond Insurer and the Fiscal Agent under the Bond Insurance Policy are
as follows:
Financial Guaranty Insurance t:'onrpany
125 Park Avenue
New York, New York 10017
Attention: Risk Management
Stat Street Bank and 'Trust Company, N.A.
61 Broadway
New York, New York 10006
Attention: Corporate Trust Department
Section 1204. Further Authority. The 0(11I e' 01'(11C City. including the Mayan and City Clerk,
shall be,and they hereby arc,autllorizecl and directed to execute all documents and take such actions as they
may deem necessary or advisable in order to carry out and pCI-fornl the purposes of this Ordinance and to
make ministerial alterations,changes of additions in the l'oregoing agreements,statements, instruments and
other documents lierein approved, authorized and eonlirnrcd which they rrcry apprrove and the execution or
taking ot'such action shall be conclusive evidence of such necessity or advisability.
Section 1205. Severability. 11'any section or other part ol'this Ordinance,whether large ol•small,
shall for any reason be held invalid,the invalidity thereol'shall not all'uct the validity ol'the other provisiolls
of'this Ordinance.
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Section 1206. Governing Law.
This Ordinance shall be governed exclusively by and constructed in accordance with the applicable laws
of the State of Missouri.
Section 1207. Effective Date. This Ordinance shall take effect and be in full force from and after
its passage by the Council and approval by the Mayor.
PASSED by the Council of the City ofJefferson, Missouri,and APPROVED by the Mayor this 181"
day of November, 2002.
Passed: �' /f�" ,%;!r% Approve:
,ZIL--
residing Officer Mayor
ATTEST: APPROVE-J) AS TO FORM:
City Clerk �' City Cot elor
(SEAL)
-33-
1:\1 1 1131'1'�1
TO ORDINANCE
FORE OF BOND
EXCEPT AS OTIiERNViSE; PROVIDED IN TIiEI ORDiNANCE. (DESCRiBED
HEREiN), 1.1115 GLOBAL, BOND MAY BE TRANSFERRED, IN WHOLE BUT
NOT IN PART, ONLY TO ANOTHER NOMINEE OED TEIF. SECURITIES
DEPOSITORYY (DES( REBF,1) iEERF,IN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY Olt 'T'O A NO11TNEE OF A SUCCF,SSOR SECURITIES
DEE'OSTTO1tY.
UNITED STATES OFAMERICA
STATE? OF;INEISSOIWI
Registered Registered
No. S
CI'E'l'UE JE?hF1:RSO,N`, ;MISSOURi
SEINVERAGE. SYS"T'EJi REIVEN11E BOND
SERIES 2002
Interest Rate, i hOurity Date Dated Date CEtS1P NlllIm'r
November 1, 2002 472556
REGISTERED ONVNER: CEDE &c CO.
PRINCIPAL AMOUNT: DOLLARS
TiEE CiTY OI'.IEFi I?RSON, ,NIISSo IIRI, a home rule charter cite and a political subdivision
of the State Of Missouri (the "City"'), Ibr Value 1'CCCiVed, 1lC:rcby promises to pay to the Registcred Owner
shown above, or registered assigns, but solely frnnl the source and in the manner herein specified, the
Principal Amount shown above on the Maturity Date Shown ahOVC, unless called for rCdemption prior to
said Maturity Date, and to pay interest thereon. but SOICly front the source and in the manner herein
specified, at the Interest Rate per annual shown above (Conll)lltCd Oil file basis oI a 360-Clay year of twelve
30-day months) from the Dated i)ate shown above or from the most recent Interest Payment Date to
which interest has been paid of (1ui)' providCd fi r, payable scnliunnually on May 1 and November 1 in
each year, beginning on May 1, 2003, until SIM] Principal A►llount has been paid.
The Principal Amount or Redemption trice of this Bond shall be paid at Maturity or upon earlier
redemption by check or draft to the Person in whose name this Bond is registered at the Maturity or
Redemption Date thereof, upon presentation and surrender of this Bond at the principal payment U.S.
BANK, N.A., St. Louis, Missouri (the "Paying Agent"). The interest payable on this Bond on any Interest
Payment Date shall be paid to the Person ill whose natile this Bond is registered on the Bond Register at
the close of business on the Record DatC 101' SLICK ill1er'CSt (being the 15th da)', whether of not a Business
Day, of the calendar month next preceding the Interest Payment F)atc) by check or drall 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 any Registered Owner of~500,000 or more in aggregate principal amount of Bonds,
by electronic transfer to such Registered Owner upon written notice signed by such Registered Owncr and
given to the Paying Agent not less than i5 days prior to the RCCOrd Date 101' SUCK interest Containing the
electronic transfer InStRICtions including the hang: (which shall be in the continental United States),
address, A13A routing nnliber and account nunlber to whreh Such Registered Owner wishes to have such
transfer directed.
This Bond is one of a duly authorized series of bonds of the City designated "Sewerage System
Revenue Bonds, Series 2002," aggregating the principal amount of.55,555,000 (the "Bonds"), issued by
the City for the purpose of improving and extending the City's sewerage system (said sewerage system,
together with all fixture improvements and extensions thereto hcreafler constructed or acquired by the
City, being herein called the "Systcril"), under the authority of and in fill compliance with the
Constitution and laws of the State of Missouri, including pa►'ticularly Chapter 250, IZSMo, and pursuant to
an election duly held in the City and an ordinance duly passed by the COlncil of the City (herein called
the "Ordinance"). Capitalized terms used 11CPCIII and not othcrwisC dcfinc(I herein shall have the
nicanings assigned to such terms in the Ordinance.
At the option of the City, Bonds or portion, thereof IllatUrIng on November 1, 2012, and
thereafter may be called for rcdcnlption and payment ilriOr to maturity on November I, 2011, and
thereafter in whole or in part at any time in such amounts [in• cash maturity as shall be dCtCl'111i11Cd by the
City (Bonds of less than a }till maturity to be selected in tlu1161)ICS of S5,000 principal a111011nt 111 SLICii
equitable planner as the Paying Agent shall designate) at the Redemption Price of 100% of the principal
amount thereof, plus accrued interest thereon to the Redemption Date.
At the option of the City, Bonds or p01'tl(li1S tI1Cr'COf illatLlr'lllg (111 or after November 1, 2006, may be
called for redemption and payment prior to the Stated lklaturity thereof on November 1, 2005, and thereafter
in whole or in part at any tinge at the Redemption Price of I oo(/,, of the principal alllOLlllt thereof, plus
accrued interest thereon to the Redemption Date, to the extent the City refinances all or any portion of'tile
Improvements financed with the Bonds under the Missouri Leverage Stale Water Pollution Control
Revolving hind.
Notice of'redemption, unless waived, is to be given by the Paying Agent by mailing an official
redemption notice by first class mail at least 30 days prior to the Redemption Date, to the original
Purchaser of the Bonds and to each Registered Owner of each of'the Bonds to be redeemed at tile. address
shown on the Bond Register. Notice of redemption having been given as afimresaid, tile Bonds or portions
of Bonds to be redeemed shall, on the Redemption Datc, become due and payable at the Redemption
Price therein speciried, and }groin and after such date (unless the City defaults in the payment of the
Redemption Price) such Bonds or portions of Bonds shall cease to bear interest.
The Bonds are 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, registered in file nominee rlallic of the SCCLIritiCS
Depository, is being issued and required to be deposited with the Securities Depository and in-lnlobilized
in its custody. The book-entry system will evidence IlositionS 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 oil the records of
the Sccuritics Depository and its participants pursuant to rules and procedures established by the
Securities Depository and its participants. The City and the [',,lying Agent will recognize the "SeCllritiCS
Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes,
111C111d111g (1) payments of principal or, and I'C(IC'llpl1011 prCllllillll, if any, and Interest oil, this Bond,
(ii) notices and (iii) voling. Transfers of principal, interest and any redemption premium paynicntS to
• participants of the Securities Depository, and transfers of'principal, interest and any redemption premium
payments to beneficial owners of the Bonds by particip(ults of the Secm'ities 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 fin• maintaining,
supervising or reviewing the records maintained by the Securities Depository, the Sccuritics I:)cpository
nonlincc, its participants or pcl'sons acting through such participants. While the Sccuritics Depository
nonlincc is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of
principal of and interest oil this Bond shall be made ill accordance with existing arrangements among the
City, the Paying Agent and the Securities Depository.
EXCEPT AS OTHERWISE PROVIDEID iN THE,, ORDINANCI?, THIS GLOBAL. BONI)
MAV BE TRANSFERRED, IN 1VHOLEI BUT NOT iN PART, ONLY TO ANOTHER NOMINEE
OF THE SECURITIE'S DEPOSiTOR), (m I,() A SUCC:I?SSOR SECURITH,:S DEPOSITORY Olt
TO A NOiXIINEE Oh A SUCCESSOR SECURITIES ES DEPOSI'T'ORY.
'file Bonds arc issued in fully registered form in the dcnomination of $5,000 or any integral
multiple thereof. This Bond may he exchanged at the office of* the Paying Agent for a like aggregate
principal amount of Bonds of the sane maturity Of other authoriMl denominations upon the terms
provided ill the Ordinance.
.l his Bond is transferable by the Registered Owner llcrcof in person or by the Registered Owner's
agent duly aLltIl01'iZCl1 ill Writing, at the office ol'the Paying Agent, but only in the manner. subject to the
limitations and upon payment of the charges provided in the Ordinance and upon surrender and
cancellation of*this Bond. Pile City shall pay all costs incurred in connection with the issuance, payll1Cnt
and initial registration ofthc 13011lls and the cast ofa reasonable supply ofbond blanks."
The Bonds are special obligations of'tile City payable solely f-Oill, and sccurcd as to the payment
of'principal and interest by a pledge of, the Net RC\'CnUCS ol'the `.system, and the taxing power of the City
! is not pledged to the payment of the Bonds cither as to principal or interest. The Bonds shall not be or
constitu a te general obligation ot'the City, nor shall they constitute an indcbtcdness of the City within the
nlcanulg of ally constilu6011,11, statutory or charter provision, limitation or restriction. The L3onds stand on
a parity and are equally and ratably secured will) respect to the paylimit of principal and interest from the
Net RCVCIIUCS and in all other respects with an issue of Sewerage System Improvement and Refunding
Revenue Bonds (State Revolving duel Program), Series 200113, of the City. dated November 1, 2001.
Under the conditions set forth ill the Ordinance, the City has the right to issue additional parity bonds and
other obligations payable lrom and secured by the Net Rcvcnucs; 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 lortll ill the Ordinance.
"Ihe City hcrcbv covenants and agrees with the iZcgistcrcll Owner of this Bond that it will keep
and perlorm all covenants and agreciiients contained ill the Ordinance, and will fix, establish, maintalll
and collect such rates, fees and charges Im the use and services furnished by or through the System as
will producC Rcvcnucs suflicicnt to pay the costs of operation and I11a ill tenalice of the System, pay the
principal of and interest on the 130111I5 as and when file same hecornc duc, and provide reasonable and
adequate reserve funds. Reference is made to the Ordinance tin• a description of the covenants and
agreements made by the City with respect to the collection, segregation and application of 1110 Rcvcnucs
of the System, the nature and extent of,the security of the Bonds, the rights, duties and obligations of tllc
City with respect thereto, and the rights of the Registered Owners thereof.
This Bond may be transfcrrcd or exchanged, as provided in the Ordinance, only on the Bond
Resister kept for that pin-posc at the principal payment oflicc ol'the Paying Agent, upon surrender ol'this
Bond together with a written instrument of transfer or exchange satisfactory to the Paving Agent duly
executed by the Registered Owner or the Registered Owner's duly authorized agent, and thercupan a new
Bond or Bonds in ally a1.10106Z.Cd delloilllllatloll having the sank Maturity Date and in the same aggregate
principal amount shall be issued to the transferee in exchange thcrefbr as provided in the Ordinance and
upon payment of the charges therein prescribed. The City and the Paying Agent may dcclll 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 and neither the District nor the Paying Agent shall be affected by
any notice to the contrary.
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 IIEiIE13Y 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 fin• 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 JEFFERSON, NIISSOURI, 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 ("'Ierk and its official seal to be affixed hereto or imprinted
hereon.
CER'T'IFICATE 0FA1J'1'IIENTICA'1'I0N CITY OFJEFFLRSON, MISSOURI
This Bond is one of the Bonds ol'the issue
described ►n the within-mentioned Ordinance. By:
Mayor
Registration Date:
U.S. BANK, N.A., (S1;AI-)
.Paying Agent
A'I`ITGST:
By:
Authorized Signatory City Clerk
S'IA'IIh9EN'f m INSURANCE
a.
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9
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( it
:
A
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AA7�
ASSIGNMENT
FOR VALUE: RECEIVED, 1,110 undersigned hereby sells,assigns and transfers UntO
Print or Type Name,Address and Social Security Number
or other Taxpayer IdcntiIic:ation Number of'1'ransfcrce
the within Fond 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' I'ligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (17 CFR.240.17
Ad-15))
BY: r -- _
Title:
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LEGAI,OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore& Bell, RC.,
Bond Counsel,which was dated and issue([as of the elate oforiginal Issuance and delivery of the Bonds:
G11. MORE & REL L, P.C.
2405 Grand Roulevard, Suite 1100 :
Kansas City, IMissouri 64108-2521
(LEGAL OPINION OF BOND COUNSIiL)
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�i'0101 OF BOND COUNSI?LONINIONJ
(Closing Date]
City of'JeMcrson, Missouri
U.S. Bancorp Piper Jaffi•ay Inc.
Kansas City, Missouri
Rc: $5,555,000 the City of .Icflcrson, Missouri, Scwcrage System Rcvenuc Bonds, Series
2002
Ladies and Gentlemen:
We have acted as build colalsel In Connection With the ISSliancc by the City of'killerson, Missouri
(tile "City") of the above-captioned Bonds (tile "Bonds"), pursuant to an Ordinance passed by the
governing body ol'the City (the "Ordinance"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms In the Ordinance.
We hnve examined the law and such certified proceedings and other docun'ICnis as we deem
necessary to render this opinion. As to (lucstions of tact material to our opinion, we have relied upon the
certified proceedings and other certifications of puhli0 officials furnished to us without undertaking to
verify the same by independent investigation.
Based upon the lOregaing, we are ol'the opinion, under existing law, as tullows:
1. The Bonds have been duly authorized, executed and delivered by the City and are valid
and legally binding special obligations ol'the City, payable solely from the Net RevenalCS al'the System.
The Bonds do not constitute general obligations ol'the City nor do they constitute an indebtedness of'tile
City within tale nlcalling of any constitutional or statutory provision, limitation or restriction, and the
taxing power of the City is not pledged to the payment of*tile Bonds.
2. The Ordinance has been duly passed by the City and constitutes a valid and legally
binding obligation ol'the City enlurecable against the City.
3. The Bonds stand on a parity with respect to the payment of principal and interest and in
all other respects with (i) an issue of Sewerage System Improvement and Refunding Revenue Bonds,
Series 2001 B, ol'the City dated November 1, 2001, in the original principal amount of$24,875,000,
4, 'The interest on the Bonds (including .Illy original ►SSLIC discount properly allocable to an
owner thereof) is excluded trout gross income fur federal and Missouri incorne tax purposes and is not an
item of tax preference for purposes of the federal alternative minim urn tax unposed oil individuals and
corporations. It should be noted, however, that Im the purpose of computing the alternative I111Illllll1l11 tar
y .
• 1
imposed on corporations (as defined for federal income tax purposes), such interest is taken into account
in determining Adjusted current earnings. The opinions set forth in this paragraph are subject to the
condition that the City comply with all requirements of'the internal Revenue Code of 1986, as amended
(the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon .
be, or continue to be, excluded from gross income for federal and Missouri income tax purposes. The
City has covenanted to comply with each such requirement. Failure to comply with certain of such
requirements may cause the inclusion of interest on the Bonds in gross income for federal and Missouri
income tax purposes retroactive to the date of issuance of the Bonds. The Bonds arc "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the case of certain
financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80
percent of that portion of such financial institutions' interest expense allocable to interest on the Bonds.
We express no opinion regarding other federal tax Consequences arising with respect to the Bonds.
The rights of the owners of the Bonds and the enforceability of the Bonds and the Ordinance may
be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be
subject to the exercise Of jUdieal discretion in appropriate cases.
Very truly yours,
i
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EXHIBIT B
M TO.ORDINANCE f
FORM OF LETTER Or REPRESENTATION
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L+'Xi1[I3I'1'C
TO OItDINANCr
AGREEMENT
FORM OF CONTINUING DISCLOSURE
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AGREEMENT RELATING TO PAYING AGENCY,
REGISTRAR AND TRANSFER AGENCY
THIS AGREEMENT made this 26th day of November, 2002, by and between the City of
Jefferson, MO, State of Missouri (the "Issuer") and U.S. Batik National Association (the
"Agent"), an association duly organized and existing under the laws of the United States,
WITNESSETH that the Issuer has by Official Statement adopted on November, 1 2002,
authorized the issuance of$5,555,000 Sewerage System Revenue Bonds, Series 2002(the
"Bonds"); and that the Issuer has designated the Agent as the paying agent, registrar and
transfer agent for the Bonds.
NOW THEREFORE, the Issuer and the Agent, each in consideration of the
representations, covenants and agreements of the other as set forth herein, mutually
represent, covenant and agree as follows:
Section 1. Agent's Duties.
1.1. Registrar. 'file Agent shall keep at its principal corporate trust office a
Bond Register in which the Registrar shall provide for the registration of ownership of
the bonds and the registration of transfers and exchanges of the Bonds entitled to be
registered, transferred or exchanged.
1.2. Transfer of Bonds. Upon surrender to the Agent for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Agent duly executed by the registered owner thereof
or by an attorney duly authorized by the registered owner in writing, together with a
guarantee of the signature satisfactory to the Agent, the Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the transferer. The
Agent may, however, close the books for registration of any transfer after the 15th day of
the month preceding each interest payment date and until such interest payment date.
1.3. Exchange of Bonds. Whenever any Bonds are surrendered to the Agent
for exchange the Agent shall authenticate and deliver the Bonds which, under the
authorizing resolution, the owner making the exchange is entitled to receive.
1.4. Cancellation. All obligations or coupons surrendered upon any transfer or
exchange and unissued inventory at maturity shall be canceled by the Agent and
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destroyed pursuant to Minnesota statutes 475,553, subd 2, unless otherwise directed by
the Issuer.
1.5. Improper or Unauthorized Transfer. When any Bond is presented to the
Agent for transfer, the Agent may refirsc to transfer the same until it is satisfied that the
endorsement on such Bond or written instrument of transfer is valid and genuine and the
requested transfer is legally authorized. The Agent shall incur no liability for the refusal,
in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
1.6. Persons Deemed Owners. The Agent shall treat the person in whose name
any Bond is at any time registered in the Bond Register as the absolute owner of such
Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment
of, or on account of, the principal of and interest on such Bond and for all other purposes,
and all such payments so made to any such registered owner or upon his 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.
1.7. Taxes, Fees and Charges. For every transfer or exchange of Bonds the
Agent may impose upon the owner thereof a charge sufficient to pay or reimburse the
Agent for any tax, fee or other governmental charge required to be paid with respect to
such transfer or exchange.
1.8. Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Agent shall deliver a new Bond of
like amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Agent in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing by the owner with the Agent of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Agent
of an appropriate bond of indemnity in form, substance and amount as may be required
by law and as is satisfactory to the Agent, in which bond the Issuer and the Agent shall be
named as obligees. All Bonds so surrendered to the Agent shall be canceled by it and
evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed,
stolen or lost Bond has already matured or been called for redemption in accordance with
its terms it shall not be necessary to issue a new Bond prior to payment, provided that the
owner shall first provide the Agent with a bond of indemnity as set forth above,
1.9. Records, Statements, Payment of Interest and Princes. The Agent shall:
(a) keep true and accurate accounts of the outstanding principal
balance of the Bonds;
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(b) not less than thirty (30) days before the due date orally principal of
or interest on the Bonds, seild a statement to the Issuer of the amount which will
be required to pay the principal of and interest on the Bonds on such date;
(c) pay such of the interest on the Bonds as is due on each stated
interest payment date, with the funds received fl•onl the Issucr, by check or draft
mailed, no later than tile interest payment (late, to the registered owners of the
Bonds as of the close of business on the 1 5th day (whether or not a business (lay)
of the preceding month, at their addresses as they appear on the Bond Register; if
the Issuer provides the Agent with suf(icicllt funds to make such payment prior to
any interest payment date, the Agent shall mail such checks or drafts at the close
of business on the last business (lay preceding; such interest payment date;
(d) pay such of the principal of the Bonds as is due on the stated
payment dates, with the fiends received from the Issuer, upon p►•csentation of the
Bonds for payment;
(e) forthwith upon presentation and payment of the bonds cancel the
same and retain and dispose of the same in the manner set forth in Section 1.4
hcreo t, and
The Agent shall not be required to pay interest on any funds of the Issucr for any period
during;which such funds are held by the Agent awaiting the presentation of the Bonds for
payment. Any funds remaining; in the possession of the Agent f'or payincllt of the Bonds
® three (3) years afier the date for the payment thereof has expired shall, subject to any
applicable escheat law, be returned to the Issuer upon demand.
1.10. Instructions from issuer. The Agent in respcct to ally hatter arising; ill
connection with said agency, may apply to, and act under the instructions of, the
l'i ►��'i' al.' fit' of the Issucr, and, in respect to any legal question arising
i connection with said agency, play apply to, and act under the instructions of the
L ► I"�! Cot' Vl I'L/'
l.l 1. Delivery of Records to Issuer; Retention. The Agent may, from tinge to
time at its discretion, deliver to the Issuer, for safekeeping or disposition by the Issuer in
accordance with law, such records accumulated in the performance of its duties as it may
deem expedient, and the Issuer assumes all responsibility for any failure thereafter to
produce any paper, record or document so returned, if and when inquired.
Section 2. Issuer's Duties.
2.1. Provision of the Executed Bonds. 'rhe .issuer shall provide the Agent with
such executed Bonds as are required to issue the Bonds in exchange foe•or upon transfer
Of outstanding Bonds.
2.2. Provision of Funds to pay Princi mt and Interest. The Issuer may pay the
Agent for the interest and principal clue by check, however, the check must be received
by the Agent for deposit no later than three business clays before the debt service payment
date in order for the bondholder payments to be released on the payment date. In order to
release checks a business day prior to paymcnt date, the check must be received by the
Agent four business days prior to payment date. Check payments received from the
Issuer after the deadline will result in bondholder payments being released after a three
business day clearance.
If the Issuer pays by wire, the wire should be sent to the Agent one (1) business day prior
to the debt service paymcnt date.
2.3. Payment of Fees and Charges of Agent. The issuer shall pay to the Agent
reasonable fees and charges for services performed hereunder in accordance with the
Registrar's fee schedule in effect at the time of the service. The fees and charges of said
Agent shall in no event become a charge against the fiends remitted by the Issuer for
payment of principal and interest on the Bonds.
2.4. Failure to Provide Funds. If available limds needed for payment do not
reach the Agent by any interest payment date, payment of items may be 1-crused and the
Issuer may be charged for reasonable expenses incurred and extra service performed in
accordance with the Agent's schedule in effect at the time of the payment date.
2.5. Indemnification. The Issuer shall indemnify and save the Agent harmless
from and against any loss, cost, charge, expense,judgment or liability which it may incur
in the exercise of its powers and duties hereunder and which are not due to its negligence
or default.
Section 3. Termination,
Either party may terminate this agreement by written notice mailed to the other
party at least thirty (30) clays prior to termination date, upon which event the Agent shall
return all cash and Bonds in its possession to the Issuer Or its order and shall deliver the
Bond Register to the Issuer or its order, and the Issuer shall pay any accn►ed and unpaid
service charges to the Agent.
IN WITNESS WHEREOF, the Issuer and the Agent have caused this -igrecnyent
to be executed in their respective names by their duly authorized representatives, in two
counterparts, each of which shall be deemed,in original.
Aved ,FoiTt1` ity of Jefferson,
9 Gi"� State of Missouri
City uh"selor
By ,Its a
(SEAL)
By
Its City Clei k
U.S. BANK NA'1'10NAL ASSOCIATION
Agent
By
Its "Assistant" Vice President /''�