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HomeMy Public PortalAboutORD11197 BILL NO. 88-187 ® SPONSORED BY COUNCILMAN HALSEY ORDINANCE NO. 1119'7 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AN CITY CLERK TO EXECUTE A NOTE WITH CENTRAL BANK AND ANY OTHER NECESSARY DOCUMENTS IN CONNECTION WITH THE ACQUISITION OF ASSETS FROM COLE COUNTY REGIONAL SEWER DISTRICT. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk are hereby authorized and directed to execute a note with Central Bank and any other necessary documents in connection with the acquisition of assets from Cole County Regional Sewer District for a sum not to exceed $882, 333 .33. Section 2. This note shall be substantially the same in form and content as that note attached hereto as Exhibit A. The note is subject to annual appropriations. Section 3. The City will comply with all applicable provisions of the Internal Revenue Code of 1986 (the "Code") , including Section 103 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the exclusion from gross income for purposes of federal income taxation of the interest on the note. The City covenants and agrees that it will use the proceeds of the note as soon as practicable and with all reasonable dispatch for the purpose for which the note is issued as hereinbefore set forth, and that no part of the proceeds of the note shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the note, would have caused any of the note to be or become an "arbitrage bond" within the meaning of Section 103 (b) (2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the note. The City represents and warrants that (i) it is a governmental unit under Missouri law with general taxing powers, (ii) the note is not a private activity bond as defined in Section 141 of the Code, (iii) 95% or more of the net proceeds of the note will be used for local governmental activities of the City and (iv) the aggregate face amount of all tax-exempt notes and bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof) during the calendar year 1989 is not reasonably expected to exceed $5,000,000. The City hereby covenants that the City and all its subordinate entities will not issue in excess of $5,000,000 of tax-exempt notes and bonds (including the note but excluding private activity bonds) during the calendar year 1989 without first obtaining an opinion of nationally recognized counsel in the area of municipal finance that the excludability of the interest on the note from gross income for federal tax purposes will not be adversely affected. The City hereby designates the note as a "qualified tax-exempt obligation" as defined in Section 265 (b) (3) (B) of the Code. The aggregate face amount of all tax-exempt obligations (excluding private activity bonds other than qualified 501(c) (3) bonds) issued or to be issued by the City (and all subordinate entities thereof) during calendar year 1989 is not reasonably expected to exceed $10,000,000. The City hereby covenants that the City and all its subordinate entities will not issue in excess of $10, 000,000 of qualified tax-exempt obligations (including the note but excluding private activity bonds other than qualified 501(c) (3) bonds) during the calendar year 1989 without first obtaining an opinion of nationally recognized counsel in the area of municipal finance that the designation of the note as a "qualified tax-exempt obligation" will not be adversely affected. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. ® Passed `-Ma,_e Approved �a,,,4 �-I� 118F '—Pre si Officer r ATTEST: City Clerk TRANSCRIPT OF PROCEEDINGS AUTHORIZING THE ISSUANCE OF $882,333.33 PROMISSORY NOTE (ANNUAL APPROPRIATION) OF THE CITY OF JEFFERSON, MISSOURI ® DATED: APRIL 1, 1989 Legal .Opinion Stinson, Mag .& Fizzell Kansas City, Missouri CITY OF JEFFERSON, MISSOURI $882,333 .33 PROMISSORY NOTE (ANNUAL APPROPRIATION) INDEX 1. Legal Opinion of Stinson, Mag & Fizzell. 2. Notice of Meeting. 3. Affidavit of Posting of Notice of Meeting. 4. Minutes of meeting showing the passage of ordinance authorizing the promissory note. S. Ordinance. 6. Note (copy) . 7. Closing Certificate. 8. Treasurer ' s Receipt. 9. Receipt for Note. 10. Certificate As To Arbitrage. 11 . Form 8038-G. ` M STINSON, MAG & FFIZZELL 920 MAIN STRCLT ® THE MAST SUILDINO P.O.Box 19251 4000 LiNemm PLAZA 7500 WEST I IOW STREET 500 N.AxARo OVERLAND PARK.KANSAS a621O.8329 KANSAS CITY, MISSOURI 64141-2251 DALLAS,Tam*75201.3320 "013)451-11600 (816)842-8600 TELECOnIER 1214)4740.4010 TELEX:477237 TELEx ANSWERSACK:STINSONMAOKSC TELECOr1ERt(616)474-6582 March 31 , 1989 City of Jefferson 320 East McCarty Street Jefferson City, Missouri 65101 The Central Trust Bank 238 Madison Jefferson City, Missouri Ladies and Gentlemen: We have acted as special tax counsel in connection with the issuance by the City of Jefferson, Missouri (the "City") , of a Promissory Note (Annual Appropriation) in the principal amount of $882,333.33 and dated April 1 , 1989 (the "Note") . • We have examined the Note, the Charter of the City and such certified proceedings and other papers, including the ordinance of the City authorizing the issuance of the Note (the "Ordinance") , as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and the certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. With respect to opinions set forth herein regarding tax law, we have assumed that all covenants and requirements of the Ordinance will be duly complied with and fulfilled. Based on the foregoing and subject to the assumptions and the qualifications set forth herein, we are of the opinion, as of the date hereof and under existing law, as follows: 1 . The Note has been duly authorized, issued and delivered by the City and will constitute a valid and binding obligation of the City, enforceable in accordance with its terms, except insofar as the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter STINSON, MAG & FIZZELL -2- March 31 , 1989 enacted to the extent applicable and that its enforcement may also be subject to the exercise of judicial discretion in appropriate cases. 2. Under existing statutes, regulations, rulings and court decisions, the interest on the Note will not be includable in gross income for federal and Missouri income tax purposes. Interest on the Note will not be an item of tax preference for purposes of the individual or corporate alternative minimum tax, except that interest on the Note may be subject indirectly to a corporate alternative minimum tax as pre-tax book income in taxable years beginning in 1987, 1988 and 1989 or as adjusted earnings and profits for taxable years beginning after 1989. Interest on the Note also may be subject to a tax based on the modified alternative minimum taxable income of a corporation under the Superfund Amendments and Reauthorization Act of 1986 in taxable years beginning after 1986. In addition, interest on the Note held by certain foreign corporations may be subject to the branch profits tax under the Code in taxable years beginning after 1986. The Note has been designated as a "qualified tax-exempt ® obligation" for purposes of Section 265 of the Internal Revenue Code of 1986. Very truly yours, NNCL/CRI:jkj d�� -00UNCIL REVISED Mardi 20, 1989 7:30 p.m. JOHN G. CHRISTV MUNICIPAL BUILDING 01. CALL TO ORDER 2. PRAYER - Councilman Judy Owens 3. ROLL CALL 4. PUBLIC HEAPJM 5. PRES NTATIONS FROM GAL= a) Crime Stoppers b) Recycling Week - Liz Palazzolo 6. CONSENT AGENDA a) Council Minutes of 03/06/89 b) Monthly Financial Statement C) Approval of following bids: 1080 - Protective Clothing, Fire Department e) Appointments to Boards and Commissions: Juvenile & Family Affairs Advisory Comai.ssion - Thomas J. Brown, III (Replaces Dick Naumann who resigned) Term to expire 9/90. Animal Rescue Advisory Commission - Dr. Greg Popp; John Dewar and Denise Sone (Reappointment) f) Appointments to the Jefferson City Police Department Probationary Police Officer - Michael R.. Wagers Reoords Clerk - Mary Sue Koestner Probationary Police sergeant - Peggy Quigg 7. MINLTPES/REPOM RECEIVED AND FTIED: Housing Authority Board of Commissioners 2/3/89; Planning & Zoning Commission 2/9/89; Cable Quality Commission 2/27/89; Traffic Safety Coamnission 3/9/89; Departmental Monthly Reports 8. ANNOUNCEMENTS BY MAYOR: 9. BIDS INTRODUCED: 88-182 Authorize contract,.with Chamber of Commerce for administration of lodgings tax fund (Halsey) 88-183 Establish guidelines for the advertising on City buses (Woodman) 88-184 Authorize internuiicipal agreement for sewer services in the City of St. Martins (Halsey) * 88-185 Authorize contract with Missouri Highway & Transportation Commission to fund General Public Transportation Project (Woodman) * 88-186 Authorize contract with RSD for the provision of Engineering Services in connection with the acquisition of Grays Creek Interceptor (Haake) * 88-187 Authorize agreement with Central Bank for the funding of the Grays Creek Basin purchase from RSD (Halsey) 10. BILLS PENDING: 88-171 Authorize lease agreement with Jefferson Hauling and Distributing Cfor lease of silo (Halsey) 88-172 Authorize contract with Pierce Manufacturing for repair and rehabilion of tanker-pumper (mosey) 88-173 Authorize contract with Regional Sewer District for acquisition of interceptor line and other assets contained in Grays Creek Basin (Halsey) 88-174 Authorize contract with Energy Masters Corporation for comprehensive energy management services (Halsey) 88-175 Authorize contract with Phillips Pipeline Company for work in connection with relocation of pipeline in conjunction with Seven Hills Road project (mosey) 88-176 Authorize contract with Public Water Supply District No. 2 for relocation expenses associated with Seven Hills Road project (Halsey) 88-177 Amend Ordinance 11044 as it pertains to the outdoor display and storage of tires (Haake) 88-178 Amend Chapter 17 of the Code of the City of Jefferson, regulating the attaching of advertising material to motor vehicles (Veile) 88-179 Attend Ordinance 9552 by increasing the salary of the Municipal Court Judge (mosey) 88-180 Amend zoning map of the City of Jefferson by rezoning property at 1512 St. Mary's Boulevard frcan RS-3 to RD (Scheulen) 11. IMRMAL CALENDAR 88-154 Designate President's Day as a City Holiday (Veile) (4/3/89) 12. RESOIUTIONS RS88-31 Honor Coach Mike Jeffries and Helias Wrestling Team M88-32 Opposing inclusion of Lincoln University in the proposed Missouri State University RS88-33 Support formation of Jefferson City Crime Stoppers 13. UNFINISHED BUSINESS 14. NEW BUSINESS a) Release of appropriation for purchase of CAD system 15. APPROVAL OF EXECUTM SESSION MINUTES 16. EXECUTIVE SESSION a) Real Estate *Suspension of Rules Requested AFFIDAVIT OF POSTING OF NOTICE STATE OF MISSOURI ) ) SS. COUNTY OF COLE ) I, the undersigned, do hereby certify that (1) attached hereto is a true and correct copy of the Notice of Meeting for the March 20, 1989 meeting of the City Council of the City; ( 2) said Notice of Meeting was posted on a bulletin board or other prominent place which is easily accessible to the public and clearly designated for posting notices at the City Hall in the City of Jefferson, Missouri , being the principal office and meeting place for the City; ( 3) said Notice was posted at least 24 hours prior to the commencement of the meeting; and ( 4) a copy of said Notice was made available to each representative of the news media who requested it . -- 1,09'e-Z A City Clerk of the City of Jefferson, Missouri Subscribed and affirmed before me this o --9y� day of _ 1989. (SEAL) Notary Public of Missouri Printed Name: PEON L 94 Commissioned in _C,4tiL _ County 80NNIE K SCHRODER, NOTARY PUBLIC My commission expires CR+LE CClUNI'y STATE of MISSOURF MY COMMISSION EXPIRES 4176191 w� 4 deal". Councilman Veile stated he saw no reason why the Regional sewer District shouldn't pay for this service. Councilman Haake questioned the length of the contract and was informed by Allen Garner that the contract term was for one year. The City has the option of renewing this contract if they so desire. Councilman Feldman questioned what would happen to the RSD contract if this particular bill was not approved. Allen Garner stated the RSD contract might not be approved as this was a part of the negotiations for that contract. After further discussion regarding the cost to the City to provide these services, Councilman Scheulen questioned what the future of the remaining facilities not purchased by the City. Allen Garner stated that the City was not obligated to the County for any further commitment than that covered by the Professional Services contract, which is in effect for one year. Councilman Scheulen questioned if the remaining customers were going to be the remaining supporters of the RSD. Allen Garner stated that the details of how the RSD is taken out of receivership and back into the operation under the board, is still in the hands of Judge Kinder. The Council was informed that there is potential for growth in the non-Gray's Creek Basin area. The Council was informed that the proposed contracts dealing with the purchase of the RSD is considered by staff to be a favorable compromise, as the RSD originally wanted the City to operate the whole county system for twelve to thirteen years. After further discussion, Councilman Veile questioned why the City should purchase the Grays Creek Basin as most of it was out of the City limits. Public Works Director, Mike Bates, stated that this area was to the west and the direction the City seemed to be expanding. Mr. Bates explained we were paying the RSD an annual subsidy for this area and it was in the City's best interest to proceed with this contract. Councilman Halsey questioned how important it was to suspend the rules for this contract tonight. City Counselor Allen Garner stated the proposed closing date for the contracts was April 1, 1989. As there was no further discussion, Bill 88-186 was passed by the following vote as ordinance No. 11196. Aye: Feldman, Gordon, Haake, Halsey, Mason, Owens, Scheulen, and Woodman. Nay: Veile. 1 N N I 88-187, sponsored by Councilman Halsey, entitled: RDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE R AN CITY CLERK TO EXECUTE A NOTE WITH CENTRAL BANK AND ANY R NECESSARY DOCUMENTS IN CONNECTION WITH THE ACQUISITION OF TS FROM COLE COUNTY REGIONAL SEWER DISTRICT. 88-187 was read first and second time by title and ordered ributed to members of the Council. Councilman Halsey requested rules be suspended for this bill as it was pertaining to the tal program of acquiring the RSD and it was an emergency. e was no objection to the suspension of the rules and Bill 88- was read third time by title, placed on final passage, and ed by the following vote as Ordinance No. 11197. Aye: Feldman, Gordon, Haake, Halsey, Mason, Owens, Scheulen, Veils and Woodman. Nay: None. BILLS PENDING: . Bill 88-171, sponsored by Councilman Halsey, entitled: AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT WITH JEFFERSON r . BILL NO. 88-187 SPONSORED BY COUNCILMAN HALSEY ORDINANCE NO. 1 I`I'1 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AN CITY CLERK TO EXECUTE A NOTE WITH CENTRAL BANK AND ANY OTHER NECESSARY DOCUMENTS IN CONNECTION WITH THE ACQUISITION OF ASSETS FROM COLE COUNTY REGIONAL SEWER DISTRICT. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk are hereby authorized and directed to execute a note with Central Bank and any other necessary documents in connection with the acquisition of assets from Cole County Regional Sewer District for a sum not to exceed $882,333. 33. Section 2. This note shall be substantially the same in form and content as that note attached hereto as Exhibit A. The note is subject to annual appropriations. Section 3 . The City will comply with all applicable ® provisions of the Internal Revenue Code of 1986 (the "Code") , including Section 103 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the exclusion from gross income for purposes of federal income taxation of the interest on the note. The City covenants and agrees that it will use the proceeds of the note as soon as practicable and with all reasonable dispatch for the purpose for which the note is issued as hereinbefore set forth, and that no part of the proceeds of the note shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the note, would have caused any of the note to be or become an "arbitrage bond" within the meaning of Section 10a(b) (2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the note. The City represents and warrants that (i) it is a governmental unit under Missouri law with general taxing powers, (ii) the note is not a private activity bond as defined in Section 141 of the Code, (iii) 95% or more of the net proceeds of the note will be used for local governmental activities of the City and (iv) the aggregate face amount of all tax-exempt notes and bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof) during the calendar year 1989 is not reasonably expected to exceed $5, 000, 000. The City hereby covenants that the City and all it.,; subordinate entities will not issue in excess of ® $5,000,000 of tax-exempt notes and bonds (including the note but excluding private activity bonds) during the calendar year 1989 without first obtaining an opinion of nationally recognized counsel in the area of municipal finance that the excludability of the interest on the note from gross income for federal tax purposes will not be adversely affected. The City hereby designates the note as a "qualified tax-exempt obligation" as defined in Section 265 (b) (3) (B) of the Code. The aggregate face amount of all tax-exempt obligations (excluding private activity bonds other than qualified 501(c) (3) bonds) issued or to be issued by the City (and all subordinate entities thereof) during calendar year 1989 is not reasonably expected to exceed $10,000,000. The City hereby covenants that the City and all its subordinate entities will not issue in excess of $10,000, 000 of qualified tax-exempt obligations (including the note but excluding private activity bonds other than qualified 501(c) (3) bonds) during the calendar year 1989 without first obtaining an opinion of nationally recognized counsel in the area of municipal finance that the designation of the note as a "qualified tax-exempt obligation" will not be adversely affected. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval.�l ® Passed �-oj Approved vLj, resi Officer r ATTEST: ,ZLeZ A. �J City Clerk I hereby certify this is a true and correct photocopy of Ordinance 11197 of the City of Jefferson, Missouri, which is in effect at the date of this certification. lx-e�z A - dc�4_ - 157 4W_ Brenda M. Cirtin, City Clerk to PROMISSORY NOTE ® (ANNUAL APPROPRIATION) UNITED STATES OF AMERICA STATE OF MISSOURI CITY OF .JEFFERSON OWNER: THE CENTRAL TRUST BANK 238 MADISON JEFFERSON CITY, MISSOURI 65102 PRINCIPAL AMOUNT: EIGHT HUNDRED EIGHTY-TWO THOUSAND THREE HUNDRED THIRTY-THREE AND THIRTY-THREE ONE-HUNDREDTHS DOLLARS THE CITY OF JEFFERSON, MISSOURI, a constitutional charter city in the State of Missouri (the "City" ) , for value received, promises to pay, but only from the sources and in the manner hereinafter described, to the order of the owner identified above or its successors or assigns in installments as hereinafter provided, the principal amount specified above and to pay interest in arrears from said sources on the unpaid principal amount hereof (1) from the date hereof to April 1 , 1994, at the rate of 8.50% per annum, and ( 2) beginning on April 1, 1994, and ® continuing thereafter until this Note is paid in full, at a rate per annum equal to 1% less than the Five-Year U.S. Treasury Rate. For purposes of the preceding sentence, the "Five-Year U.S. Treasure Rate" shall be that per annum rate of interest equal to the yield for the United States Treasury Notes maturing closest to the date that is five years after the date of the determination of such interest rate, as published in the Wall Street Journal on the first business day of the calendar month of April, 1994. THE PRINCIPAL of and interest on this Note shall be payable in consecutive monthly installments on the first day of each month, beginning on May 1, 1989, and ending on April 1, 1998, in the respective amounts (subject to prior prepayment as hereinafter provided) as follows: (a) for the period beginning April 1, 1989, and ending on April 1, 1994, the monthly payments shall be determined by amortizing the unpaid principal amount of this Note as of April 1, 1981, and the interest thereon from the first day of such period through April 1, 1998, at the initial interest rate hereinabove described, with the first payment to be made on May 1, 1989, and the last payment to be made on April 1, 1994; and (b) for the period beginning April 1, 1994, and ending on March 1, 1998, the monthly payments shall be determined by amortizing the unpaid principal amount of this Note as of April 1, 1994, and the interest thereon from the first day of such period through April 1, 1998, at the applicable interest rate hereinabove described, with the first payment to be made on May 1, 1994, and the last payment to be made on March 1, 1998; and (c) on April 1, 1998, the final payment of all of the unpaid principal amount of this Note shall be paid together with interest thereon at the then applicable interest rate hereinabove described. Each payment on this Note described in (a) through (c) above shall be applied first to the payment of interest on this Note and then to the payment of the principal hereof. PAYMENTS OF principal of and interest on this Note shall be made by the City to the owner hereof on the date due by check or draft mailed to such holder at its address without presentation or surrender of this Note. THIS NOTE is issued for the purpose of providing funds to the City to acquire the assets of Cole County Regional Sewer District, all by the authority of and in full compliance with the provisions, restrictions and limitations of the constitution and statutes of the State of Missouri and the Charter of' the City. THE PRINCIPAL of and interest (computed on the basis of a 365 or 366-day year) on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, THE INSTALLMENTS OF THIS NOTE are subject to prepayment prior to their stated maturities by the City, as a whole or in part on any date, without any prepayment premium or penalty. Installments of the Note to be prepaid shall be prepaid in inverse order of the maturity of such installments of principal. If this Note is prepaid in part, the owner hereof shall note such partial prepayment by endorsing the acknowledgment provided on this Note. THE OBLIGATIONS OF THE CITY HEREUNDER TO PAY THE INSTALLMENTS OF PRINCIPAL OF AND INTEREST ON THIS NOTE ARE SUBJECT TO THE APPROPRIATION OF FUNDS FOR SUCH PURPOSE BY THE CITY. THE OBLIGATIONS OF THE CITY SHALL NOT CONSTITUTE A DEBT, A GENERAL OBLIGATION OR, EXCEPT FROM FUNDS APPROPRIATED FOR -2- SUCH PURPOSE, A LIABILITY OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER DEBT LIMITATION OR RESTRICTION. THE CITY INTENDS, subject to the annual appropriation provisions of this Note, to continue this Note through the maturity hereof and to pay the installments hereunder . The City reasonably believes that legally available funds in an amount sufficient to pay all installments can be obtained. The responsible financial officer of the City shall do all things lawfully within his power to obtain and maintain funds from which the payments may be made, including making provision for such payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds or to renew its obligations hereunder is to be made in accordance with the City's normal procedures for such decisions, and the then current City Council of the City will have the final responsibility for that decision. IF ANY DEFAULT in the payment of any installment of principal of or interest on this Note shall occur, nothing shall obligate the City to be financially obligated beyond the funds which shall have been appropriated during the then current fiscal ® year of the City. THIS NOTE may be assigned by the Owner without the necessity of obtaining the consent of the City; provided that any assignment shall not be effective until the City has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee. The City shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. THE CITY, for itself and for any guarantors, sureties, endorsers and/or any other person or persons now or hereafter liable herein, if any, hereby waives demand of payment, presentment for payment, protest, notice of nonpayment or dishonor and any and all other notices and demands whatsoever, and any and all delays or lack of diligence in the collection hereof. IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law. THIS NOTE shall be governed by and construed and enforced in accordance with the laws of the State of Missouri . -3- IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Note to be executed in its name by the manual signature of its Mayor and attested by the manual signature of its Clerk and its seal to be affixed hereto, all as of April 1, 1989. CITY OF JEFFERSON, MISSOURI By [SEAL] ayor ATTEST: x _ Clerk -4- ACKNOWLEDGMENT AND RECORD OF PARTIAL PREPAYMENTS Partial prepayments of the principal of this Note shall be made directly to the registered owner hereof, and each registered owner hereof shall record such prepayment on the table set forth below. Payment Amount Payment Amount Date Paid Signature Date Paid Signature t r ' CLOSING CERTIFICATE STATE OF MISSOURI ) SS. COUNTY OF COLE ) We, the undersigned, Mayor and City Clerk, respectively, of the City of Jefferson, Missouri ( the "City" ) , as duly qualified, constituted and authorized officials of the City, hereby certify as follows: The City is a legally constituted constitutional charter city organized and existing under the laws of the State of Missouri since 1825. The population of the City is approximately 33 ,700, and regular meetings of the City Council of the City are held on the the 1st and 3rd Monday of each month at 7:30 o'clock P.M. The following named officers were and are the duly qualified and acting officers of the City at and during all the times indicated as follows: Term of Office Name Title From (Date) To (Date) Louise Gardner ) Mayor NOW AND AT ALL TIMES DURING THESE PROCEEDINGS Craig Davis ) Marvin Feldman ) Darrel Gordon ) James Haake ) Councilmen Randy Halsey ) Kyle Mason ) Judy Owens ) Vernon Scheulen ) Steve Veile ) James Woodman ) Brenda Cirtin ) Clerk Bob Cox ) Treasurer We have duly signed and executed the $882,333. 33 principal amount of Promissory Note (Annual Appropriation) ( the "Note" ) and on the date of the Note, and on the date when the Note was duly executed by us, we were, and at the date hereof we are, the officials indicated by our signatures on the Note, and by our signatures to this certificate, respectively. The above and foregoing transcript contains a full, true and correct copy of all proceedings had by the City relating to the authorization and issuance of the Note; none of said proceedings has been modified, amended or repealed and the proofs contained therein still exist. Adequate provision has been made for the payment of the Note, together with all interest thereon, during the current fiscal year of the City. There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act shown to have been done in the foregoing transcript, or the constitutionality or validity of the Note Bonds shown to be authorized in said transcript, or the validity of the Note, or any of the proceedings had in relation to the issuance or sale thereof , or the appropriation of funds to pay the principal and interest thereof . This certificate is delivered by us concurrently with the delivery of the Note, and the Note are accepted upon the faith hereof. WITNESS our hands and the seal of the City this 15t day of 1989. Signature Official Title Mayor City Clerk (SEAL) • I hereby certify that I am acquainted with the above-named officials and with their signatures, that I know them to hold the offices set opposite their names respectively, that I have examined their signatures on the above certificate and that I believe such signatures to be the true and genuine signatures of said officials, respectively. Ila 4 a 16z. X,X P 0 (To be executed by official of local Bank or Trust Co. ) (Affix Bank Seal) ® TREASURER'S RECEIPT I, the undersigned, Treasurer of the City of Jefferson, State of Missouri, do hereby certify that I have this day received from The Central Trust Bank the sum of $882, 333.33 in exchange for the delivery of the Promissory Note (Annual Appropriation) of the City. IN . WITNESS WHEREOF, I have hereunto set my hand this 3 � day of 1989. Treasurer o the City of Jeffer issouri RECEIPT FOR NOTE The Central Trust Bank (the "Bank" ) hereby acknowledges receipt on this day of , 1989, from the City of Jefferson, Missouri (the "City" ) , of $882,333. 33 aggregate principal amount Promissory Note (Annual Appropriation) of the City dated April 1, 1989 ( the "Note") . The Bank has not reoffered the Note to the Public. THE CENTRAL TRUST BANK By Au orized rMIvzdual CERTIFICATE AS TO ARBITRAGE We, the undersigned, Mayor and City Clerk, respectively, of the City of Jefferson, Missouri ( the "City" ) , hereby certify as follows: ( 1) The City is issuing and delivering, pursuant to an Ordinance of the City adopted March 20, 1989 (the "Note Ordinance" ) , and simultaneously with the delivery of this certificate, $882, 333. 33 principal amount Promissory Note (Annual Appropriation) , dated April 1, 1989 ( the "Note" ) , for the purpose of providing funds for the payment of the cost of acquiring the assets of Cole Regional Sewer District ( the "Project" ) . ( 2) The estimated total costs of the Project will not be less than $882, 333 . 33, which total costs are expected to be financed with the proceeds derived from Note. ( 3) The City has entered into a contract for the acquisition of the Project which contract obligates the payment by the City of not less than $ i i69 ���_�� It is contemplated that the acquisition will proceed with due diligence to completion, which is expected on or about April 1 , 1989. ( 4) The City has heretofore expended approximately [no funds] $ _A_ for payment of costs of the Project, which funds were derived from N/A ( 5) The Note proceeds to be derived by the City are expected to be used, needed and fully expended for payment of the costs of acquiring the Project by April 1, ► 1989 . ( 6) The City has not created or established, and does not expect to create or establish, any sinking fund or other similar fund ( i) which is reasonably expected to be used to pay principal of or interest on the Note, or ( ii) which may be used solely to prevent a default in the payment of principal of or interest on the Note. (7) The Project has not been and is not expected to be sold or otherwise disposed of, either in whole or in major part, prior to the last maturity of the Bonds. (8) ( i ) The City is a governmental unit under Missouri law with general taxing powers, ( ii ) none of the Bonds is a private activity bond as defined in Section 141 of the Internal Revenue Code of 1986, ( iii) 95% or more of the net proceeds of the Bonds will be used for local governmental activities of the City and ( iv) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof) during the calendar year 1989 is not reasonably expected to exceed $5,000,000. (9) To the best of our knowledge, information and belief, the above expectations are reasonable. (10) The City has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificate may not be relied upon. (11) This certificate is being executed and delivered pursuant to Section 148 of the Internal Revenue Code of 1986. (11) The undersigned are officers of the City charged with the responsibility of issuing the Bonds. WITNESS hands and the official seal of the City this day of 1989. or J (SEAL) City Cler room 0038-G Information Return for Tax-Exempt (December 1996) Governml. ntal Bond Issues OMIhs.1SrS•OIEO Oesseln.eMorfheteeaawr ► Under section 141(1) 4pllte 1E-11-If Internal ne•t-fie seev,et (U it roues 8030.GC It Issue price Is under 1100,000.) _ it TportingAuthorlty Check box It Amended nelurn 1 lo- Isswit's name E luwr'a smplgq IdenlAlutwm number City of Jefferson 44-6000193 3 Number and sheet 4 Report number alga --q-- 1 City of to■n,stale.and LIP code 9 usts of Issue qgfjgr_Snn City, Mj .-,_-,nuri 65101 _Al2ril 1 1989 LMM Type of Issue: check box es that applies) 7 Check box it bonds are tax or other revenue anticipation bonds► ❑ Issue price 8 Check box If bonds are in the lorm of a lease or Installment sale 10 ❑ 9 ❑ Education . . . . . '. 10 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . I ❑ Trartspurtaliun . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ❑ Public salely . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 M Envirunllronl(hicludine sewage builds) . . . . . . . . . . . . . . . . . 14 ❑ Woushtg .' . . . . . . 15 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ❑ Other.Describe(see instructions)r • t Descrl tion of Bonds la) let let Slated edempllon We�hled tf) hat Initegt --Malutily date 1e11eeest role Issue pact ploce at Maluilly avert t matuelly Yield call 17 rinal maturity 04 Ol 98 VR %. 11 634* $11 ,634* 18 Entire issue $882,333.33 $882,333.33 5.1121*years VR • . U so s of 9 r1algal roc ads of ssue (Including 4nderwriters'-discount) 1I Proceeds used for accrued Interest — — 20 Proceeds used for bond Issuance costs(including underwriters'discount). . . . . . 20 —0— 21 Proceeds used fur credit enhancement 21 —0- 22• Prcceeds allocated to reasonably required reserve or replacement fund . . . . , . . 22 —0— 23 Prcceeds used to relund prior Issues 23 —0— 24 Ncrirelunding proceeds of Ilse issue(subtract lines 20.21.22,and 23 110tH line X18.column fc ) 2� $882,333.33 1 111 Descriptlon of Refunded Bonds (coni2lcln iliis part only for refunding bonds) _ 25 cillve file relnaitting weighted average Inalurily of the bonds to be refunded . . . , . . . ► N/A years 26 Enter(lie last date on which the refunded bonds will be called 10. 27 Enter Ilse doles Ilse refunded bonds were issued � • + Miscellaneous 28 Enter Ilia amount(ff any)of the stale volume cap allocated to this Issue . ► _�_ 29 Arbitrage rebate. a Check box If Ilia small governmental unit exception to the arbitrage rebate requirement applies . b Check box If the 6-month temporary investment exception to the arbitrage rebate requirement Is expected to apply . . . . . Ej e Check box it you expect to earn and rebate arbitrage prolits to the U.S. . . . . . . . . . . . . . . . . . ❑ 3U Enter the amount of the bonds designated by Ilia issuer under section 265(b)(3)(0)(11) , Par $882,333.33 31 Pooled linancines: a Check box it any of the proceeds of this issue are to be used to make loans to other governmental units ► ❑ and enter the amount ► ' b Check box if this issue is a loan made from the proceeds of another tax•esempl issue D ❑ and enter the name of the iss;rer I. and the date of the Issue It- lhote penilluet of r•eluer,I deelte.Ilia,I have e.anuned this ectuen and accompanlrng scheduits and atalemenls,and to Ilia best of fill knoeritdle aw brim.% Please 14111111 U1. noel,and complete. Sign Ale Here Mayor W R"MyrM Full.• pile till, rut Ilipel,vulk 11cdul.liullk uliue, see poke I ul Ihtl Inslluctions. fulfil (I:.•C:-I .*approximate - amortization of principal will Vary-with interest rate