HomeMy Public PortalAboutORD15972BILL NO. 2019-067
SPONSORED BY Councilman Kemna
ORDINANCE NO. /.5'q �.
AN ORDINANCE AUTHORIZING THE ISSUANCE OF SPECIAL OBLIGATION
IMPROVEMENT BONDS (PARKS SYSTEM PROJECT), SERIES 2019, IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,500,000,
PRESCRIBING THE FORM AND DETAILS OF SAID BONDS AND THE COVENANTS
AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND SECURITY THEREOF;
AND AUTHORIZING CERTAIN ACTIONS AND DOCUMENTS AND PRESCRIBING
OTHER MATTERS RELATING THERETO.
WHEREAS, the City of Jefferson, Missouri (the "City"), is a home rule charter city and
political subdivision duly organized and existing under the laws of the
State of Missouri, and pursuant to the laws of the State of Missouri and
the City's Charter (the "Charter"), now owns and operates numerous
parks and related recreation facilities (the "Parks System"); and
WHEREAS, the City is authorized under the provisions of the Constitution of Missouri
and its Charter to issue and sell special obligation bonds for the purpose
of providing funds to finance and refinance the costs of certain capital
improvements and to provide that the principal of and interest on such
special obligations bonds shall be payable solely from the legally available
revenues of the City annually appropriated by the City Council; and
WHEREAS, the City now desires to finance the costs of various repairs, replacements,
improvements, renovations, expansions and additions that need to be
made to the City's Parks System (collectively, the "Project") with
proceeds received from the sale of an issue of special obligation bonds;
and
WHEREAS, arrangements have been made for the sale of the bonds so authorized,
and it is hereby found and determined that it is necessary and advisable
and in the best interest of the City and of its inhabitants that special
obligation bonds be issued and secured in the form and manner as
hereinafter provided to provide funds for the Project;
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to words and terms
defined elsewhere herein, the following words and terms as used in this Ordinance shall
have the following meanings:
"Bond Counsel" means Gilmore & Bell, P.C., Kansas City, Missouri, or any
other attorney or firm of attorneys with a nationally recognized standing in the field of
municipal bond financing selected by the City.
"Bond Payment Date" means any date on which principal of or interest on any
Bond is payable.
"Bond Register" means the books for the registration, transfer and exchange of
Bonds kept at the office of the Paying Agent.
"Bondowner," "Owner" or "Registered Owner" when used with respect to any
Bond means the Person in whose name such Bond is registered on the Bond Register.
"Bonds" means the Special Obligation Improvement Bonds (Parks System
Project), Series 2019, of the City, in the Original Principal Amount authorized in Section
201 hereof and specified in the Certificate of Final Terms, the form of which is attached
to this Ordinance as Exhibit C, authorized and issued by the City pursuant to this
Ordinance.
"Business Day" means a day, other than a Saturday, Sunday or holiday, on
which the Paying Agent is scheduled in the normal course of its operations to be open
to the public for conduct of its banking operations.
"Cede & Co." means Cede & Co., as nominee name of The Depository Trust
Company, New York, New York or any successor nominee of the Securities Depository
with respect to the Bonds.
"Certificate of Final Terms" means the Certificate of Final Terms, the form of
which is attached to this Ordinance as Exhibit C.
"City" means City of Jefferson, Missouri, and any successors or assigns.
"Code" means the Internal Revenue Code of 1986, as amended, and the
applicable regulations of the Treasury Department proposed or promulgated
thereunder.
"Continuing Disclosure Undertaking" means the Continuing Disclosure
Undertaking dated the date set forth therein, the form of which is attached to this
Ordinance as Exhibit B.
"Dated Date" means the date of initial delivery and payment for the Bonds
specified in the Certificate of Final Terms, the form of which is attached to this
Ordinance as Exhibit C.
"Defaulted Interest" means interest on any Bond which is payable but not paid
on any Interest Payment Date.
"Defeasance Obligations" means any of the following obligations:
(a) United States Government Obligations that are not subject to
redemption in advance of their maturity dates; or
(b) obligations of any state or political subdivision of any state, the
interest on which is excluded from gross income for federal income tax purposes
and which meet the following conditions:
(1) the obligations are (i) not subject to redemption prior to
maturity or (ii) the trustee for such obligations has been given irrevocable
instructions concerning their calling and redemption and the issuer of such
obligations has covenanted not to redeem such obligations other than as
set forth in such instructions;
(2) the obligations are secured by cash or United States
Government Obligations that may be applied only to principal of, premium,
if any, and interest payments on such obligations;
(3) such cash and the principal of and interest on such United
States Government Obligations (plus any cash in the escrow fund) are
sufficient to meet the liabilities of the obligations;
(4) such cash and United States Government Obligations
serving as security for the obligations are held in an escrow fund by an
escrow agent or a trustee irrevocably in trust;
(5) such cash and United States Government Obligations are
not available to satisfy any other claims, including those against the
trustee or escrow agent; and
(6) such obligations are rated in a rating category by Moody's or
Standard & Poor's that is no lower than the rating category then assigned
by that Rating Agency to United States Government Obligations.
"Federal Tax Certificate" means the Federal Tax Certificate dated the date set
forth therein, delivered by the City for the Bonds, which sets forth certain facts,
covenants, representations, and expectations relating to the use of Bond proceeds and
the use of property financed or refinanced with those proceeds, and the investment of
the Bond proceeds and certain other related money in order to comply with the
requirements of Code imposed on the Bonds.
"Fiscal Year" means the fiscal year of the City, currently November 1 to October
31.
"Interest Payment Date" means the Stated Maturity of an installment of interest
on any Bond.
"Maturity" when used with respect to any Bond means the date on which the
principal of such Bond becomes due and payable as therein and herein provided,
whether at the Stated Maturity thereof or by call for redemption or otherwise.
"Ordinance" means this Ordinance passed by the City Council of the City,
authorizing the issuance of the Bonds, as amended from time to time.
"Original Principal Amount" means the Original Principal Amount of the Bonds
authorized in Section 201 hereof and specified in the Certificate of Final Terms, the
form of which is attached to this Ordinance as Exhibit C.
"Outstanding" means, when used with reference to Bonds, as of any particular
date of determination, all Bonds theretofore authenticated and delivered hereunder,
except the following Bonds:
(a) Bonds theretofore cancelled by the Paying Agent or delivered to the
Paying Agent for cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of
Section 701 hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered hereunder.
"Participants" means those financial institutions for whom the Securities
Depository effects book -entry transfers and pledges of securities deposited with the
Securities Depository, as such listing of Participants exists at the time of such reference.
"Paying Agent" means UMB Bank, N.A., St. Louis, Missouri, and any
successors and assigns.
"Permitted Investments" means any of the following securities, if and to the
extent the same are at the time legal for investment of the City's funds:
(a) United States Government Obligations;
(b) certificates of deposit or time deposits, whether negotiable or
nonnegotiable, issued by any bank or trust company organized under the laws of
the United States or any state, provided that such certificates of deposit or time
deposits shall be either (1) continuously and fully insured by the Federal Deposit
Insurance Corporation, or (2) continuously and fully secured by United States
Government Obligations which shall have a market value, exclusive of accrued
interest, at all times at least equal to the principal amount of such certificates of
deposit or time deposits; and
(c) any other securities or investments that are lawful for the
investment of moneys held in such funds or accounts under the laws of the State
of Missouri.
"Person" means any natural person, corporation, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated organization, or government or
any agency or political subdivision thereof or other public body.
"Project" means the various repairs, replacements, improvements, renovations,
expansions and additions to the City's Parks System to be financed with proceeds of
the Bonds.
"Project Fund" means the fund by that name created by Section 501 hereof.
"Purchase Price" means the purchase price of the Bonds authorized pursuant
to Section 210 hereof and specified in the Certificate of Final Terms, the form of which
is attached to this Ordinance as Exhibit C.
"Purchaser" means the purchaser of the Bonds specified in the Certificate of
Final Terms, the form of which is attached to this Ordinance as Exhibit C.
"Rebate Fund" means the fund by that name referred to in Section 501 hereof.
"Record Date" for the interest payable on any Interest Payment Date means the
15th day (whether or not a Business Day) of the calendar month next preceding such
Interest Payment Date.
"Redemption Date" when used with respect to any Bond to be redeemed
means the date fixed for the redemption of such Bond pursuant to the terms of this
Ordinance.
"Redemption Price" when used with respect to any Bond to be redeemed
means the price at which such Bond is to be redeemed pursuant to the terms of this
Ordinance, including the applicable redemption premium, if any, but excluding
installments of interest whose Stated Maturity is on or before the Redemption Date.
"Replacement Bonds" means Bonds issued to the beneficial owners of the
Bonds in accordance with Section 211(b) hereof.
"Securities Depository" means, initially, The Depository Trust Company, New
York, New York, and its successors and assigns.
"Special Obligation Debt Service Fund" means the fund by that name referred
to in Section 501 hereof.
"Special Record Date" means the date fixed by the Paying Agent pursuant to
Section 204 hereof for the payment of Defaulted Interest.
"Stated Maturity" when used with respect to any Bond or any installment of
interest thereon means the date specified in such Bond and this Ordinance as the fixed
date on which the principal of such Bond or such installment of interest is due and
payable.
"United States Government Obligations" means bonds, notes, certificates of
indebtedness, treasury bills or other securities constituting direct obligations of, or
obligations the principal of and interest on which are fully and unconditionally
guaranteed as to full and timely payment by, the United States of America, including
evidences of a direct ownership interest in future interest or principal payments on
obligations issued or guaranteed by the United States of America (including the interest
component of obligations of the Resolution Funding Corporation).
ARTICLE II
AUTHORIZATION OF THE BONDS
Section 201. Authorization of Bonds. There is hereby authorized and directed
to be issued, subject to the limitations set forth in Section 202 hereof, a series of bonds
of the City, designated "Special Obligation Improvement Bonds (Parks System Project),
Series 2019," in the Original Principal Amount specified in the Certificate of Final Terms
(the "Bonds"), for the purpose of providing funds to (a) pay the costs of the Project and
(b) pay certain costs related to the issuance of the Bonds.
Section 202. Description of Bonds.
(a) The Bonds shall consist of fully registered bonds without coupons,
numbered from 1 upward, in denominations of $5,000 or any integral multiple thereof.
The Bonds, as originally issued or issued upon transfer, exchange or substitution, shall
be substantially in the form set forth in Exhibit A attached hereto and shall be subject to
registration, transfer and exchange as provided in Section 205 hereof.
(b) All of the Bonds shall be dated as of the Dated Date, shall become due in
the amounts on the Stated Maturities of September 1 in the years (subject to
redemption prior to Stated Maturities thereof as provided in Article III hereof), shall bear
interest at the rates per annum, and shall be issued with such terms and provisions
specified in the Certificate of Final Terms, subject to the following terms and conditions:
(1) The Original Principal Amount of the Bonds shall not exceed
$7,500,000.
(2) The true interest cost on the Bonds, as described in Section
108.170(7), RSMo, shall not exceed 3.35%.
(3) The weighted average maturity of the Bonds will not be less than
10.0 years or more than 13.0 years.
(4) The final stated maturity date shall be not later than September 1,
2039.
(5) The Bonds will be subject to redemption at the option of the City
prior to the Stated Maturities of the Bonds on a date that is not later than
September 1, 2027, at a Redemption Price not to exceed 100%.
(c) The Certificate of Final Terms, in the form attached hereto as Exhibit C,
shall be completed and shall be executed by the Mayor, and the signature of the Mayor
on said Certificate of Final Terms, attested by the City Clerk, shall constitute conclusive
evidence of the approval of both the Mayor and the City Council.
(d) The Bonds shall bear interest at the rates specified in the Certificate of
Final Terms (computed on the basis of a 360 -day year of twelve 30 -day months) from
the Dated Date of the Bonds or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on March 1 and
September 1, beginning on the date specified in the Certificate of Final Terms.
Section 203. Designation of Paying Agent.
(a) UMB Bank, N.A., St. Louis, Missouri, is hereby designated as the City's
Paying Agent for the payment of principal of and interest on the Bonds and as bond
registrar with respect to the registration, transfer and exchange of Bonds (herein called
the "Paying Agent"). The City is hereby authorized to enter into the Paying Agent
Agreement between the City and the Paying Agent, in substantially the form attached to
this Ordinance as Exhibit F, and the Mayor, the City Administrator, the Director of
Finance or the City Clerk of the City are hereby authorized and directed to execute the
Paying Agent Agreement with such changes therein as such officials may deem
appropriate, for and on behalf of and as the act and deed of the City.
(b) The City will at all times maintain a Paying Agent meeting the
qualifications herein described for the performance of the duties hereunder. The City
reserves the right to appoint a successor Paying Agent by (1) filing with the Paying
Agent then performing such function a certified copy of the proceedings giving notice of
the termination of such Paying Agent and appointing a successor, and (2) causing
notice of the appointment of the successor Paying Agent to be given by first class mail
to each Bondowner. The Paying Agent may resign upon giving written notice by first
class mail to the City and the Bondowners not less than 60 days prior to the date such
resignation is to take effect. No resignation or removal of the Paying Agent shall
become effective until a successor has been appointed and has accepted the duties of
the Paying Agent.
(c) Every Paying Agent appointed hereunder shall at all times be a
commercial banking association or corporation or trust company organized and in good
standing and doing business under the laws of the United States of America or of the
State of Missouri and subject to supervision or examination by federal or state
regulatory authority.
(d) The Paying Agent shall be paid its fees and expenses for its services in
connection herewith, which fees and expenses shall be paid as other expenses are
paid.
Section 204. Method and Place of Payment of Bonds.
(a) The principal or Redemption Price of and interest on the Bonds shall be
payable in any coin or currency of the United States of America that, on the respective
dates of payment thereof, is legal tender for the payment of public and private debts.
(b) The principal or Redemption Price of each Bond shall be paid at Maturity
by check or draft to the Person in whose name such Bond is registered on the Bond
Register at the Maturity thereof, upon presentation and surrender of such Bond at the
principal corporate trust office of the Paying Agent.
(c) The interest payable on each Bond on any Interest Payment Date shall be
paid to the Registered Owner of such Bond as shown on the Bond Register at the close
of business on the Record Date for such interest by check or draft mailed by the Paying
Agent to such Registered Owner at the address shown on the Bond Register or, in the
case of an interest payment to the Securities Depository or any Registered Owner, by
electronic transfer to such Registered Owner upon written notice signed by such
Registered Owner and given to the Paying Agent not less than 15 days prior to the
Record Date for such interest, containing the electronic transfer instructions including
the bank (which shall be in the continental United States), address, ABA routing number
and account number to which such Registered Owner wishes to have such transfer
directed, and an acknowledgment that an electronic transfer fee may be applicable.
(d) Notwithstanding the foregoing provisions of this Section, any Defaulted
Interest with respect to any Bond shall cease to be payable to the Registered Owner of
such Bond on the relevant Record Date and shall be payable to the Registered Owner
in whose name such Bond is registered at the close of business on the Special Record
Date for the payment of such Defaulted Interest, which Special Record Date shall be
fixed as hereinafter specified in this paragraph. The City shall notify the Paying Agent in
writing of the amount of Defaulted Interest proposed to be paid on each Bond and the
date of the proposed payment (which date shall be at least 30 days after receipt of such
notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such
notice an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to the
Paying Agent for such deposit prior to the date of the proposed payment. Following
receipt of such funds the Paying Agent shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to
the date of the proposed payment. The Paying Agent shall promptly notify the City of
such Special Record Date and, in the name and at the expense of the City, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, by first class mail, postage prepaid, to each Registered Owner of
a Bond entitled to such notice at the address of such Registered Owner as it appears on
the Bond Register not less than 10 days prior to such Special Record Date.
(e) The Paying Agent shall keep a record of payment of principal and
Redemption Price of and interest on all Bonds and shall upon the written request of the
City at least annually forward a copy or summary of such records to the City.
Section 205. Registration, Transfer and Exchange of Bonds.
(a) The City covenants that, as long as any of the Bonds remain Outstanding,
it will cause the Bond Register to be kept at the office of the Paying Agent for the
registration, transfer and exchange of Bonds as herein provided. Each Bond when
issued shall be registered in the name of the owner thereof on the Bond Register.
(b) Bonds may be transferred and exchanged only on the Bond Register as
provided in this Section. Upon surrender of any Bond at the principal payment office of
the Paying Agent, the Paying Agent shall transfer or exchange such Bond for a new
Bond or Bonds in any authorized denomination of the same Stated Maturity and in the
same aggregate principal amount as the Bond that was presented for transfer or
exchange. Bonds presented for transfer or exchange shall be accompanied by a written
instrument or instruments of transfer or authorization for exchange, in a form and with
guarantee of signature satisfactory to the Paying Agent, duly executed by the
Registered Owner thereof or by the Registered Owner's duly authorized agent.
(c) In all cases in which the privilege of transferring or exchanging Bonds is
exercised, the Paying Agent shall authenticate and deliver Bonds in accordance with
the provisions of this Ordinance. The City shall pay the fees and expenses of the
Paying Agent for the registration, transfer and exchange of Bonds provided for by this
Ordinance and the cost of printing a reasonable supply of registered bond blanks. Any
additional costs or fees that might be incurred in the secondary market, other than fees
of the Paying Agent, are the responsibility of the Registered Owners of the Bonds. In
the event any Registered Owner fails to provide a correct taxpayer identification number
to the Paying Agent, the Paying Agent may make a charge against such Registered
Owner sufficient to pay any governmental charge required to be paid as a result of such
failure. In compliance with Section 3406 of the Code, such amount may be deducted by
the Paying Agent from amounts otherwise payable to such Registered Owner
hereunder or under the Bonds.
(d) The City and the Paying Agent shall not be required (1) to register the
transfer or exchange of any Bond after notice calling such Bond or portion thereof for
redemption has been given or during the period of fifteen days next preceding the first
mailing of such notice of redemption; or (2) to register the transfer or exchange of any
Bond during a period beginning at the opening of business on the day after receiving
written notice from the City of its intent to pay Defaulted Interest and ending at the close
of business on the date fixed for the payment of Defaulted Interest pursuant to Section
204 hereof.
(e) The City and the Paying Agent may deem and treat the Person in whose
name any Bond is registered in the Bond Register as the absolute owner of such Bond,
whether such Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal or Redemption Price of and interest on said Bond and for all
other purposes. All payments so made to any such Registered Owner or upon the
Registered Owner's order shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid, and neither the City
nor the Paying Agent shall be affected by any notice to the contrary.
(f) At reasonable times and under reasonable regulations established by the
Paying Agent, the Bond Register may be inspected and copied by the Registered
Owners of 10% or more in principal amount of the Bonds then Outstanding or any
designated representative of such Registered Owners whose authority is evidenced to
the satisfaction of the Paying Agent.
Section 206. Execution, Authentication and Delivery of Bonds.
(a) The Bonds, including any Bonds issued in exchange or as substitution for
the Bonds initially delivered, shall be signed by the manual or facsimile signature of the
Mayor, attested by the manual or facsimile signature of the City Clerk, and shall have
the official seal of the City affixed thereto or imprinted thereon. In case any officer
whose signature appears on any Bond ceases to be such officer before the delivery of
such Bond, such signature shall nevertheless be valid and sufficient for all purposes, as
if such person had remained in office until delivery. Any Bond may be signed by such
persons who at the actual time of the execution of such Bond shall be the proper
officers to sign such Bond although at the date of such Bond such persons may not
have been such officers.
(b) The Mayor and City Clerk are hereby authorized and directed to prepare
and execute the Bonds as herein specified, and when duly executed, to deliver the
Bonds to the Paying Agent for authentication.
(c) The Bonds shall have endorsed thereon a certificate of authentication
substantially in the form set forth in Exhibit A attached hereto, which shall be manually
executed by an authorized signatory of the Paying Agent, but it shall not be necessary
that the same signatory sign the certificate of authentication on all of the Bonds that
may be issued hereunder at any one time. No Bond shall be entitled to any security or
benefit under this Ordinance or be valid or obligatory for any purpose unless and until
such certificate of authentication has been duly executed by the Paying Agent. Such
executed certificate of authentication upon any Bond shall be conclusive evidence that
such Bond has been duly authenticated and delivered under this Ordinance. Upon
authentication, the Paying Agent shall deliver the Bonds to or upon the order of the
Purchaser of the Bonds upon payment of the Purchase Price to the City.
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds.
(a) If (1) any mutilated Bond is surrendered to the Paying Agent or the Paying
Agent receives evidence to its satisfaction of the destruction, loss or theft of any Bond,
and (2) there is delivered to the City and the Paying Agent such security or indemnity as
may be required by the Paying Agent, then, in the absence of notice to the City and the
Paying Agent that such Bond has been acquired by a bona fide purchaser, the City shall
execute and the Paying Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated
Maturity and of like tenor and principal amount.
(b) If any such mutilated, destroyed, lost or stolen Bond has become or is
about to become due and payable, the Paying Agent, in its discretion may pay such
Bond instead of delivering a new Bond.
(c) Upon the issuance of any new Bond under this Section, the City or the
Paying Agent may require the payment by the Registered Owner of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Paying Agent) connected
therewith.
(d) Every new Bond issued pursuant to this Section shall constitute a
replacement of the prior obligation of the City, and shall be entitled to all the benefits of
this Ordinance equally and ratably with all other Outstanding Bonds.
Section 208. Cancellation and Destruction of Bonds Upon Payment. All
Bonds that have been paid or redeemed or that otherwise have been surrendered to the
Paying Agent, either at or before Maturity, shall be cancelled by the Paying Agent
immediately upon the payment, redemption and surrender thereof to the Paying Agent
and subsequently destroyed in accordance with the customary practices of the Paying
Agent. The Paying Agent shall execute a certificate in duplicate describing the Bonds
so cancelled and shall file an executed counterpart of such certificate with the City.
Section 209. Preliminary and Final Official Statement.
(a) The Preliminary Official Statement, in the form attached hereto as Exhibit
E (the "Preliminary Official Statement"), is hereby ratified and approved, and the final
Official Statement is hereby authorized and approved by supplementing, amending and
completing the Preliminary Official Statement, with such changes and additions thereto
as are necessary to conform to and describe the transaction. The Mayor is hereby
authorized to execute the final Official Statement as so supplemented, amended and
completed, and the use and public distribution of the Official Statement by the
Purchaser in connection with the reoffering of the Bonds is hereby authorized. The
proper officials of the City are hereby authorized to execute and deliver a certificate
pertaining to such Official Statement as prescribed therein, dated as of the date of
payment for and delivery of the Bonds.
(b) For the purpose of enabling the Purchaser to comply with the
requirements of Rule 15c2 -12(b)(1) of the Securities and Exchange Commission, the
City hereby deems the information regarding the City contained in the Preliminary
Official Statement to be "final" as of its date, except for the omission of such information
as is permitted by Rule 15c2 -12(b)(1), and the appropriate officers of the City are
hereby authorized, if requested, to provide the Purchaser a letter or certification to such
effect and to take such other actions or execute such other documents as such officers
in their reasonable judgment deem necessary to enable the Purchaser to comply with
the requirement of such Rule 15c2 -12(b)(1).
(c) The City agrees to provide to the Purchaser within seven business days of
the date of the sale of the Bonds sufficient copies of the final Official Statement to
enable the Purchaser to comply with the requirements of Rule 15c2 -12(b)(4) of the
Securities and Exchange Commission and with the requirements of Rule G-32 of the
Municipal Securities Rulemaking Board.
Section 210. Notice of Bond Sale.
(a) The Notice of Bond Sale, in the form attached hereto as Exhibit D, is
hereby ratified and approved (the "Notice of Bond Sale"). Pursuant to the terms of the
Notice of Bond Sale, the Bonds shall be sold at public sale to the bidder whose bid is in
compliance with the Notice of Bond Sale and the limitations set forth in Section 202 of
this Ordinance, is not otherwise rejected by the City in accordance with the provisions of
the Notice of Bond Sale, and will result in the lowest "true interest cost," determined
as follows: the true interest cost is the discount rate (expressed as a per -annum
percentage rate) which, when used in computing the present value of all payments of
principal and interest to be paid on the Bonds, from the scheduled payment dates back
to the dated date of the Bonds, produces an amount equal to the price bid, including net
premium or original issue discount, if any.
(b) Subject to the limitations set forth in Section 202 hereof, the Bonds shall
be sold to the Purchaser at the Purchase Price set forth in the winning bid, as such
Purchase Price may be adjusted in connection with issue sizing adjustments made in
accordance with the terms of the Notice of Bond Sale. The Mayor, the City
Administrator, the Director of Finance or the City Clerk is authorized to execute the
Purchaser's winning bid form for and on behalf of and as the act and deed of the City,
such officer's signature thereon being conclusive evidence of such official's and the
City's approval thereof. Simultaneously therewith, as provided in Section 202 hereof,
the Certificate of Final Terms, in the form attached hereto as Exhibit C, shall be
completed and shall be executed by the Mayor, and the signature of the Mayor on said
Certificate of Final Terms, attested by the City Clerk, shall constitute conclusive
evidence of the approval of both the Mayor and the City Council. Delivery of the Bonds
shall be made to the Purchaser as soon as practicable after the passage of this
Ordinance and the acceptance of the Purchaser's bid, upon payment of the Purchase
Price in accordance with the terms of the Notice of Bond Sale and this Ordinance.
Section 211. Book -Entry Bonds; Securities Depository.
(a) The Bonds shall initially be registered to Cede & Co., the nominee for the
Securities Depository, and no beneficial owner will receive certificates representing their
respective interests in the Bonds, except in the event the Paying Agent issues
Replacement Bonds as provided in subsection (b) hereof. It is anticipated that during
the term of the Bonds, the Securities Depository will make book -entry transfers among
its Participants and receive and transmit payment of principal of, premium, if any, and
interest on, the Bonds to the Participants until and unless the Paying Agent
authenticates and delivers Replacement Bonds to the beneficial owners as described in
subsection (b).
(b) (1) If the City determines (A) that the Securities Depository is unable to
properly discharge its responsibilities, or (B) that the Securities Depository is no longer
qualified to act as a securities depository and registered clearing agency under the
Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a
book -entry system to the exclusion of any Bonds being issued to any Owner other than
Cede & Co. is no longer in the best interests of the beneficial owners of the Bonds, or
(2) if the Paying Agent receives written notice from Participants having interests in not
less than 50% of the Bonds Outstanding, as shown on the records of the Securities
Depository (and certified to such effect by the Securities Depository), that the
continuation of a book -entry system to the exclusion of any Bonds being issued to any
Owner other than Cede & Co. is no longer in the best interests of the beneficial owners
of the Bonds, then the Paying Agent shall notify the Owners of such determination or
such notice and of the availability of certificates to Owners requesting the same, and the
Paying Agent shall register in the name of and authenticate and deliver Replacement
Bonds to the beneficial owners or their nominees in principal amounts representing the
interest of each, making such adjustments as it may find necessary or appropriate as to
accrued interest and previous calls for redemption; provided, that in the case of a
determination under (1)(A) or (1)(B) of this subsection (b), the City, with the consent of
the Paying Agent, may select a successor securities depository in accordance with
Section 211(c) hereof to effect book -entry transfers. In such event, all references to
the Securities Depository herein shall relate to the period of time when at least one
Bond is registered in the name of the Securities Depository or its nominee. Upon the
issuance of Replacement Bonds, all references herein to obligations imposed upon or to
be performed by the Securities Depository shall be deemed to be imposed upon and
performed by the Paying Agent, to the extent applicable with respect to such
Replacement Bonds. If the Securities Depository resigns and the City, the Paying
Agent or Owners are unable to locate a qualified successor of the Securities Depository
in accordance with Section 211(c) hereof, then the Paying Agent shall authenticate and
cause delivery of Replacement Bonds to Owners, as provided herein. The Paying
Agent may rely on information from the Securities Depository and its Participants as to
the names and addresses of and principal amounts held by the beneficial owners of the
Bonds. The cost of printing, registration, authentication and delivery of Replacement
Bonds shall be paid for by the City.
(c) In the event the Securities Depository resigns, is unable to properly
discharge its responsibilities, or is no longer qualified to act as a securities depository
and registered clearing agency under the Securities and Exchange Act of 1934, as
amended, the City may appoint a successor Securities Depository provided the Paying
Agent and the City receive written evidence with respect to the ability of the successor
Securities Depository to discharge its responsibilities. Any such successor Securities
Depository shall be a securities depository which is a registered clearing agency under
the Securities and Exchange Act of 1934, as amended, or other applicable statute or
regulation that operates a securities depository upon reasonable and customary terms.
The Paying Agent upon its receipt of a Bond or Bonds for cancellation shall cause the
delivery of Bonds to the successor Securities Depository in appropriate denominations
and form as provided herein.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Optional and Mandatory Redemption of Bonds.
(a) Optional Redemption. At the option of the City, certain Bonds specified
in the Certificate of Final Terms or portions thereof may be called for redemption and
payment prior to their Stated Maturity in whole or in part on the dates and at the
Redemption Prices specified in the Certificate of Final Terms.
(b) Mandatory Redemption of Bonds. The Bonds, if any, designated as
"Term Bonds" in the Certificate of Final Terms will be subject to mandatory
redemption and payment prior to Stated Maturity in part on the dates and in the principal
amounts specified in the Certificate of Final Terms at a Redemption Price equal to
100% of the principal amount thereof plus accrued interest to the Redemption Date.
At its option, to be exercised on or before the 45th day next preceding any
mandatory Redemption Date, the City may: (1) deliver to the Paying Agent for
cancellation Term Bonds subject to mandatory redemption on said mandatory
Redemption Date, in any aggregate principal amount desired; or (2) furnish the Paying
Agent funds, together with appropriate instructions, for the purpose of purchasing any
Term Bonds subject to mandatory redemption on said mandatory Redemption Date
from any Registered Owner thereof, whereupon the Paying Agent shall expend such
funds for such purpose to such extent as may be practical; or (3) receive a credit with
respect to the mandatory redemption obligation of the City under this Section for any
Term Bonds subject to mandatory redemption on said mandatory Redemption Date
which, prior to such date, have been redeemed (other than through the operation of the
mandatory redemption requirements of this subsection (b)) and cancelled by the Paying
Agent and not theretofore applied as a credit against any redemption obligation under
this subsection (b). Each Term Bond so delivered or previously purchased or redeemed
shall be credited at 100% of the principal amount thereof on the obligation of the City to
redeem Term Bonds of the same Stated Maturity on such mandatory Redemption Date,
and any excess of such amount shall be credited on future mandatory redemption
obligations for Term Bonds of the same Stated Maturity in chronological order, and the
principal amount of Term Bonds of the same Stated Maturity to be redeemed by
operation of the requirements of this Section shall be accordingly reduced. If the City
intends to exercise any option granted by the provisions of clauses (1), (2) or (3) above,
the City will, on or before the 45th day next preceding each mandatory Redemption
Date, furnish the Paying Agent a written certificate indicating to what extent the
provisions of said clauses (1), (2) and (3) are to be complied with respect to such
mandatory redemption payment.
Section 302. Selection of Bonds to Be Redeemed.
(a) The Paying Agent shall call Bonds for redemption and payment and shall
give notice of such redemption as herein provided upon receipt by the Paying Agent at
least 45 days prior to the Redemption Date of written instructions from the City
specifying the principal amount, Stated Maturities, Redemption Date and Redemption
Prices of the Bonds to be called for redemption. If any Bonds are refunded more than
90 days in advance of such Redemption Date, any escrow agreement entered into by
the City in connection with such refunding shall provide that such written instructions to
the Paying Agent shall be given by the escrow agent on behalf of the City not less than
45 days prior to the Redemption Date. The Paying Agent may in its discretion waive
such notice period so long as the notice requirements set forth in Section 303 are met.
The foregoing provisions of this paragraph shall not apply to the mandatory redemption
of Term Bonds, if any, hereunder, and Term Bonds shall be called by the Paying Agent
for redemption pursuant to such mandatory redemption requirements without the
necessity of any action by the City and whether or not the Paying Agent holds moneys
available and sufficient to effect the required redemption.
(b) Bonds shall be redeemed only in the principal amount of $5,000 or any
integral multiple thereof. When less than all of the Outstanding Bonds are to be
redeemed, such Bonds shall be redeemed from Stated Maturities selected by the City,
and Bonds of less than a full Stated Maturity shall be selected by the Paying Agent in
$5,000 units of principal amount by lot or in such other equitable manner as the Paying
Agent may determine.
(c) In the case of a partial redemption of Bonds at the time Outstanding in
denominations 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 denomination of $5,000. If it is determined that one or more, but not all, of
the $5,000 units of face value represented by any Bond are selected for redemption,
then upon notice of intention to redeem such $5,000 unit or units, the Registered Owner
of such Bond or the Registered Owner's duly authorized agent shall present and
surrender such Bond to the Paying Agent (1) for payment of the Redemption Price and
interest to the Redemption Date of such $5,000 unit or units of face value called for
redemption, and (2) for exchange, without charge to the Registered Owner thereof, for a
new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the
principal amount of such Bond. If the Registered Owner of any such Bond fails to
present such Bond to the Paying Agent for payment and exchange as aforesaid, such
Bond shall, nevertheless, become due and payable on the Redemption Date to the
extent of the $5,000 unit or units of face value called for redemption (and to that extent
only).
Section 303. Notice and Effect of Call for Redemption.
(a) Unless waived by any Registered Owner of Bonds to be redeemed, official
notice of any redemption shall be given by the Paying Agent on behalf of the City by
mailing a copy of an official redemption notice by first class mail at least 20 days prior to
the Redemption Date to the Purchaser of the Bonds and each Registered Owner of the
Bonds to be redeemed at the address shown on the Bond Register.
(b) All official notices of redemption shall be dated and shall contain the
following information:
(1) the Redemption Date;
(2) the Redemption Price;
(3) if less than all Outstanding Bonds of a maturity are to be redeemed,
the identification number, Stated Maturity, and, in the case of partial redemption
of any Bonds, the respective principal amounts of the Bonds to be redeemed;
(4) a statement that on the Redemption Date the Redemption Price will
become due and payable upon each such Bond or portion thereof called for
redemption and that interest thereon shall cease to accrue from and after the
Redemption Date;
(5) the place where such Bonds are to be surrendered for payment of
the Redemption Price, which shall be the principal corporate office of the Paying
Agent; and
(6) if applicable, that the proposed redemption is conditioned upon
there being on deposit with the Paying Agent on the Redemption Date sufficient
money to pay the full Redemption Price of the Bonds to be prepaid.
(c) With respect to optional redemptions, such notice may be conditioned
upon moneys being on deposit with the Paying Agent on or prior to the Redemption
Date in an amount sufficient to pay the Redemption Price on the Redemption Date. If
such notice is conditional and either the Paying Agent receives written notice from the
City that moneys sufficient to pay the Redemption Price will not be on deposit on the
Redemption Date, or such moneys are not received on the Redemption Date, then such
notice shall be of no force and effect, the Paying Agent shall not redeem such Bonds
and the Paying Agent shall give notice, in the same manner in which the notice of
redemption was given, that such moneys were not or will not be so received and that
such Bonds will not be redeemed.
(d) The failure of any Registered Owner to receive notice given as heretofore
provided or any defect therein shall not invalidate any redemption.
(e) Prior to any Redemption Date, the City shall deposit with the Paying Agent
an amount of money sufficient to pay the Redemption Price of all the Bonds or portions
of Bonds that are to be redeemed on that date.
(f) Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds to be redeemed shall become due and payable on the Redemption
Date at the Redemption Price therein specified, and from and after the Redemption
Date (unless the City defaults in the payment of the Redemption Price) such Bonds or
portion of Bonds shall cease to bear interest. Upon surrender of such Bonds for
redemption in accordance with such notice, the Redemption Price of such Bonds shall
be paid by the Paying Agent. Installments of interest due on or prior to the Redemption
Date shall be payable as herein provided for payment of interest. Upon surrender for
any partial redemption of any Bond, there shall be prepared for the Registered Owner a
new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as
provided herein. All Bonds that have been redeemed shall be cancelled and destroyed
by the Paying Agent as provided herein and shall not be reissued.
(g) The Paying Agent is also directed to comply with any mandatory
standards established by the Securities and Exchange Commission and then in effect
for processing redemptions of municipal securities. Failure to comply with such
standards shall not affect or invalidate the redemption of any Bond.
(h) For so long as the Securities Depository is effecting book -entry transfers
of the Bonds, the Paying Agent shall provide the notices specified in this Section to the
Securities Depository. It is expected that the Securities Depository shall, in turn, notify
its Participants and that the Participants, in turn, will notify or cause to be notified the
beneficial owners. Any failure on the part of the Securities Depository or a Participant,
or failure on the part of a nominee of a beneficial owner of a Bond (having been mailed
notice from the Paying Agent, the Securities Depository, a Participant or otherwise) to
notify the beneficial owner of the Bond so affected, shall not affect the validity of the
redemption of such Bond.
ARTICLE IV
SECURITY FOR AND PAYMENT OF BONDS
Section 401. Security for the Bonds.
(a) The Bonds shall be special obligations of the City payable as to both
principal and interest solely from annual appropriations of legally available funds by the
City Council for such purpose to be deposited in the Special Obligation Debt Service
Fund. The obligation of the City to make payments into the Special Obligation Debt
Service Fund and for any other obligations of the City under this Ordinance do not
constitute a general obligation or indebtedness of the City for which the City is obligated
to levy or pledge any form of taxation, or for which the City has levied or pledged any
form of taxation and shall not be construed to be a debt of the City in contravention of
any applicable constitutional, statutory or Charter limitation or requirement but in each
Fiscal Year shall be payable solely from the amounts pledged or appropriated therefor
(1) out of the legally available income and revenues of the City provided for such Fiscal
Year, plus (2) any unencumbered balances for previous Fiscal Years. Subject to the
preceding sentence, the obligations of the City to make payments hereunder and to
perform and observe any other covenant and agreement contained herein shall be
absolute and unconditional.
(b) The covenants and agreements of the City contained herein and in the
Bonds shall be for the equal benefit, protection and security of the legal owners of any
or all of the bonds, all of which Bonds shall be of equal rank and without preference or
priority of one Bond over any other Bond in the application of the funds to the payment
of the principal of and the interest on the Bonds, or otherwise, except as to the rate of
interest and Stated Maturity as provided in this Ordinance.
Section 402. Covenant to Request Appropriations. The City Council hereby
directs that from and after delivery of the Bonds and so long as any of the Bonds remain
Outstanding, subject to Section 401 hereof, the Mayor, the City Administrator, the
Director of Finance or any other officer of the City at any time charged with the
responsibility of formulating budget proposals to include in each annual budget an
appropriation of the amount necessary (after taking into account any moneys legally
available for such purpose) to pay debt service on the Bonds and to make other
payments required pursuant to this Ordinance. The City is not required or obligated to
make any such annual appropriation, and the decision whether or not to appropriate such
funds will be solely within the discretion of the then current City Council.
ARTICLE V
ESTABLISHMENT OF FUNDS;
DEPOSIT AND APPLICATION OF BOND PROCEEDS
Section 501. Establishment of Funds. There are hereby created or ratified and
ordered to be established and maintained in the treasury of the City the following
separate funds and accounts to be known respectively as the:
(a) Special Obligation Improvement Bonds 2019 Project Fund (the "Project
Fund");
(b) Special Obligation Improvement Bonds 2019 Debt Service Fund (the
"Special Obligation Debt Service Fund"); and
(c) Special Obligation Improvement Bonds 2019 Rebate Fund (the "Rebate
Fund").
Each fund shall be maintained as a separate and distinct fund and the moneys
therein shall be held, managed, invested, disbursed and administered as provided in
this Ordinance. All moneys deposited in the funds shall be used solely for the purposes
set forth in this Ordinance. The City shall keep and maintain adequate records
pertaining to each fund and all disbursements therefrom.
Section 502. Deposit of Bond Proceeds. The Purchase Price received from
the sale of the Bonds specified in the Certificate of Final Terms shall be deposited
simultaneously with the delivery of the Bonds in the Project Fund and applied in
accordance with Section 503 hereof.
Section 503. Application of Moneys in the Project Fund.
(a) Moneys in the Project Fund shall be used by the City solely for the
purpose of (1) paying the cost of the Project as hereinbefore provided, in accordance
with the plans and specifications therefor prepared by the City's architects and
engineers and on file in the office of the City Clerk, including any alterations in or
amendments to said plans and specifications deemed advisable by the City's architects
and engineers and approved by the City Council, and (2) paying the costs and
expenses of issuing the Bonds, including, but not limited to, the fees of Bond Counsel,
the City's financial advisor, and other attorneys, financial consultants, accountants, rating
agencies, printers and others employed to render professional services and other costs,
fees and expenses incurred in connection with the issuance of the Bonds.
(b) The City Administrator, the City Clerk, the Director of Finance or other
authorized official of the City shall make withdrawals from the Project Fund solely for the
purpose of paying the costs of the Project and costs of issuing the Bonds, as
hereinbefore provided. Such withdrawals shall be made only upon a duly authorized
certificate executed by the City Administrator, the City Clerk, the Director of Finance or
other authorized City official that such payment is being made for a purpose within the
scope of this Ordinance and that the amount 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 made pursuant to an express contract, that such payment is
not in excess of the reasonable value thereof.
(c) Upon completion of the Project as hereinbefore provided, any surplus
money remaining in the Project Fund and not required for the payment of unpaid costs
thereof shall be deposited into the Special Obligation Debt Service Fund for the Bonds
and applied in accordance with Section 504 hereof.
Section 504. Application of Moneys in the Special Obligation Debt Service
Fund.
(a) All amounts paid and credited to the Special Obligation Debt Service Fund
shall be expended and used by the City for the purpose of paying the principal or
Redemption Price of and interest on the Bonds as and when the same become due and
the usual and customary fees and expenses of the Paying Agent. The City Administrator,
the Director of Finance, the City Clerk or such other appropriate office of the City is
authorized and directed to withdraw from the Special Obligation Debt Service Fund sums
sufficient to pay both principal or Redemption Price of and interest on the Bonds and the
fees and expenses of the Paying Agent as and when the same become due, and to
forward such sums to the Paying Agent in a manner which ensures that the Paying Agent
will receive immediately available funds in such amounts on or before the Business Day
immediately preceding the dates when such principal, interest and fees of the Paying
Agent will become due. If, through the lapse of time or otherwise, the Registered Owners
of Bonds are no longer entitled to enforce payment of the Bonds or the interest thereon,
the Paying Agent shall return said funds to the City. All moneys deposited with the
Paying Agent shall be deemed to be deposited in accordance with and subject to all of
the provisions contained in this Ordinance and shall be held in trust by the Paying Agent
for the benefit of the Registered Owners of the Bonds entitled to payment from such
moneys.
(b) Any moneys or investments remaining in the Special Obligation Debt
Service Fund after the redemption and payment of all the Bonds shall be transferred and
paid into the appropriate fund(s) of the City as required by law.
Section 505. Application of Moneys in the Rebate Fund.
(a) There shall be deposited in the Rebate Fund such amounts as are
required to be deposited therein pursuant to the Federal Tax Certificate. All money in
the Rebate Fund shall be held in trust, to the extent required to satisfy the Rebate
Amount (as defined in the Federal Tax Certificate), for payment to the United States of
America, and neither the City nor the Registered Owner of any Bond shall have any
rights in or claim to such money. All amounts deposited into or on deposit in the Rebate
Fund shall be governed by this Section 505 and the Federal Tax Certificate.
(b) The City shall periodically determine the rebatable arbitrage under
Section 148(f) of the Code in accordance with the Federal Tax Certificate, and the City
shall make payments to the United States Government at the times and in the amounts
determined under the Federal Tax Certificate. Any funds remaining in the Rebate Fund
after redemption and payment of all of the Bonds and the interest thereon and payment
and satisfaction of any Rebate Amount, or provision made therefor, shall be released to
the City.
(c) Notwithstanding any other provision of this Ordinance, including in
particular Article VII hereof, the obligation to pay rebatable arbitrage to the United
States and to comply with all other requirements of this Section and the Federal Tax
Certificate shall survive the defeasance or payment in full of the Bonds.
Section 506. Deposits and Investment of Moneys.
(a) Moneys in each of the funds and accounts created by and referred to in
this Ordinance shall be deposited in a bank or banks or other legally permitted financial
institutions located in the State of Missouri that are members of the Federal Deposit
Insurance Corporation. All such deposits shall be continuously and adequately secured
by the banks or financial institutions holding such deposits as provided by the laws of
the State of Missouri.
(b) Moneys held in any fund or account held in the custody of the City referred
to in this Ordinance may be invested in Permitted Investments; provided, however, that
no such investment shall be made for a period extending longer than the date when the
moneys invested may be needed for the purpose for which such fund or account was
created. All earnings on any investments held in any fund or account shall accrue to
and become a part of such fund or account. In determining the amount held in any fund
or account under any of the provisions of this Ordinance, obligations shall be valued at
the lower of the cost or the market value thereof.
Section 507. Nonpresentment of Bonds. In the event any Bond shall not be
presented for payment when the principal thereof becomes due at Maturity, if funds
sufficient to pay such Bond shall have been made available to the Paying Agent all
liability of the City to the Registered Owner thereof for the payment of such Bond shall
forthwith cease, determine and be completely discharged, and thereupon it shall be the
duty of the Paying Agent to hold such funds, without liability for interest thereon, for the
benefit of the Registered Owner of such Bond, who shall thereafter be restricted
exclusively to such funds for any claim of whatever nature on his part under this
Ordinance or on, or with respect to, said Bond. If any Bond is not presented for
payment within one year following the date when such Bond becomes due at Maturity,
the Paying Agent shall repay to the City without liability for interest thereon the funds
theretofore held by it for payment of such Bond, and such Bond shall, subject to the
defense of any applicable statute of limitation, thereafter be an unsecured obligation of
the City, and the Registered Owner thereof shall be entitled to look only to the City for
payment, and then only to the extent of the amount so repaid to it by the Paying Agent,
and the City shall not be liable for any interest thereon and shall not be regarded as a
trustee of such money.
Section 508. Payments Due on Saturdays, Sundays and Holidays. In any
case where a Bond Payment Date is not a Business Day, then payment of principal,
Redemption Price or interest need not be made on such Bond Payment Date but may
be made on the next succeeding Business Day with the same force and effect as if
made on such Bond Payment Date, and no interest shall accrue for the period after
such Bond Payment Date.
ARTICLE VI
DEFAULT AND REMEDIES
Section 601. Default and Remedies.
(a) The City covenants and agrees that if it defaults in the payment of the
principal of or interest on any of the Bonds as the same become due on any Bond
Payment Date, or if the City or the City Council of the City or any of the officers, agents
or employees of the City fail or refuse to comply with any of the provisions of this
Ordinance or of the Constitution or Statutes of the State of Missouri, and such default
continues for a period of 60 days after written notice specifying such default has been
given to the City by any Registered Owner of any Bond then Outstanding, or if the City
declares bankruptcy, then, at any time thereafter and while such default continues, the
Registered Owners of 25% in principal amount of the Bonds then Outstanding may, by
written notice to the City filed in the office of the City Clerk or delivered in person to said
City Clerk, exercise any of the remedies specified below. This provision, however, is
subject to the condition that if all arrears of interest upon all of said Bonds, except
interest accrued but not yet due on such Bonds, and all arrears of principal upon all of
said Bonds has been paid in full and all other defaults, if any, by the City under the
provisions of this Ordinance and under the provisions of the statutes of the State of
Missouri have been cured, then and in every such case the Registered Owners of a
majority in principal amount of the Bonds then Outstanding, by written notice to the City
given as hereinbefore specified, may rescind and annul such declaration and its
consequences, but no such rescission or annulment shall extend to or affect any
subsequent default or impair any rights consequent thereon.
(b) The provisions of this Ordinance, including the covenants and agreements
herein contained, shall constitute a contract among the City and the Registered Owners
of the Bonds, and the Registered Owner or Owners of not less than 10% in principal
amount of the Bonds at the time Outstanding shall have the right for the equal benefit
and protection of all Registered Owners of Bonds similarly situated:
(1) by mandamus or other suit, action or proceedings at law or in
equity to enforce the rights of such Registered Owner or Owners against the City
and its officers, agents and employees, and to require and compel duties and
obligations required by the provisions of this Ordinance or by the constitution and
laws of the State of Missouri;
(2) by suit, action or other proceedings in equity or at law to require the
City, its officers, agents and employees to account as if they were the trustees of
an express trust; and
(3) by suit, action or other proceedings in equity or at law to enjoin any
acts or things which may be unlawful or in violation of the rights of the Registered
Owners of the Bonds.
Section 602. Limitation on Rights of Bondowners. The covenants and
agreements of the City contained herein and in the Bonds shall be for the equal benefit,
protection and security of the legal owners of any or all of the Bonds. All of the Bonds
shall be of equal rank and without preference or priority of one Bond over any other
Bond in the application of the funds herein pledged to the payment of the principal of
and the interest on the Bonds, or otherwise, except as to rate of interest, or date of
Maturity or right of prior redemption as provided in this Ordinance. No one or more
Bondowners secured hereby shall have any right in any manner whatever by his or their
action to affect, disturb or prejudice the security granted and provided for herein, or to
enforce any right hereunder, except in the manner herein provided, and all proceedings
at law or in equity shall be instituted, had and maintained for the equal benefit of all
Registered Owners of such Outstanding Bonds.
Section 603. Remedies Cumulative. No remedy conferred herein upon the
Bondowners is intended to be exclusive of any other remedy, but each such remedy
shall be cumulative and in addition to every other remedy and may be exercised without
exhausting and without regard to any other remedy conferred herein. No waiver of any
default or breach of duty or contract by the Registered Owner of any Bond shall extend
to or affect any subsequent default or breach of duty or contract or shall impair any
rights or remedies consequent thereon. No delay or omission of any Bondowner to
exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such default or acquiescence therein.
Every substantive right and every remedy conferred upon the Registered Owners of the
Bonds by this Ordinance may be enforced and exercised from time to time and as often
as may be deemed expedient. If any suit, action or proceedings taken by any
Bondowner on account of any default or to enforce any right or exercise any remedy
has been discontinued or abandoned for any reason, or has been determined adversely
to such Bondowner, then, and in every such case, the City and the Registered Owners
of the Bonds shall be restored to their former positions and rights hereunder,
respectively, and all rights, remedies, powers and duties of the Bondowners shall
continue as if no such suit, action or other proceedings had been brought or taken.
Section 604. No Acceleration. Notwithstanding anything herein to the contrary,
the Bonds are not subject to acceleration upon the occurrence of an event of default
hereunder.
Section 605. No Obligation to Levy Taxes. Nothing contained in this
Ordinance shall be construed as imposing on the City any duty or obligation to levy any
taxes either to meet any obligation incurred herein or to pay the principal of or interest
on the Bonds.
Section 606. Exception for Continuing Disclosure. This Article VI shall not
apply to Section 802 of this Ordinance regarding continuing disclosure requirements of
the City set forth in the Continuing Disclosure Undertaking, and Bondowners or
Beneficial Owners of Bonds (as defined in the Continuing Disclosure Undertaking) shall
have no remedies for enforcement of said Section 802 other than the remedies
provided in said Section 802 and the Continuing Disclosure Undertaking.
ARTICLE VII
DEFEASANCE
Section 701. Defeasance.
(a) When any or all of the Bonds or the interest payments thereon shall have
been paid and discharged, then the requirements contained in this Ordinance and all
other rights granted hereby shall terminate with respect to the Bonds or interest
payments so paid and discharged. Bonds or the interest payments thereon shall be
deemed to have been paid and discharged within the meaning of this Ordinance if there
has been deposited with the Paying Agent or other commercial bank or trust company
having full trust powers under the laws of the State of Missouri, at or prior to the Stated
Maturity or Redemption Date of said Bonds or the interest payments thereon, in trust for
and irrevocably appropriated thereto, moneys and/or Defeasance Obligations which,
together with the interest to be earned thereon, will be sufficient for the payment of the
principal or Redemption Price of said Bonds, and/or interest to accrue on such Bonds to
the Stated Maturity or Redemption Date, as the case may be, or if default in such
payment shall have occurred on such date, then to the date of the tender of such
payments; provided, however, that if any such Bonds shall be redeemed prior to the
Stated Maturity thereof, (1) 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 an escrow agent to give irrevocable
instructions, to the Paying Agent to redeem such Bonds in compliance with Section 303
of this Ordinance.
(b) Any moneys and Defeasance Obligations that at any time shall be
deposited with the Paying Agent or other commercial bank or trust company by or on
behalf of the City, for the purpose of paying and discharging any of the Bonds or the
interest payments thereon, shall be and are hereby assigned, transferred and set over
to the Paying Agent or other bank or trust company in trust for the respective Registered
Owners of such Bonds, and such moneys shall be and are hereby irrevocably
appropriated to the payment and discharge thereof. All moneys and Defeasance
Obligations deposited with the Paying Agent or other bank or trust company shall be
deemed to be deposited in accordance with and subject to all of the provisions
contained in this Ordinance.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 801. Tax Covenants.
(a) The City covenants and agrees that (1) it will comply with all applicable
provisions of the Code necessary to maintain the exclusion from federal gross income
of the interest on the Bonds and (2) comply with all provisions and requirements of the
Federal Tax Certificate. The Mayor is hereby authorized to execute the Federal Tax
Certificate in a form approved by Bond Counsel, for and on behalf of and as the act and
deed of the City. The City will also pass such other ordinances or resolutions and take
such other actions as may be necessary to comply with the Code and with all other
applicable future laws, regulations, published rulings and judicial decisions in order to
ensure that the interest on the Bonds will remain excluded from federal gross income, to
the extent any such actions can be taken by the City.
(b) The covenants contained in this Section and in the Federal Tax Certificate
shall remain in full force and effect notwithstanding the defeasance of the Bonds
pursuant to Article VII of this Ordinance or any other provision of this Ordinance until
the final Maturity of all Bonds Outstanding.
Section 802. Continuing Disclosure. The City is authorized to enter into the
Continuing Disclosure Undertaking in substantially the form attached hereto as Exhibit
B. The Mayor, the City Administrator or the Director of Finance is authorized to execute
the Continuing Disclosure Undertaking, and the City Clerk is authorized to attest the
Continuing Disclosure Undertaking, with such changes, omissions, insertions and
revisions therein, as such official executing the Continuing Disclosure Undertaking
deems advisable. The execution of the Continuing Disclosure Undertaking by the
Mayor, the City Administrator or the Director of Finance, as attested by the City Clerk,
shall be conclusive evidence of such approval. The Continuing Disclosure Undertaking
is subject to amendment and modification only as provided therein. Notwithstanding any
other provision of this Ordinance, failure of the City to comply with the Continuing
Disclosure Undertaking shall not be considered a default under this Ordinance.
Remedies for a default under the Continuing Disclosure Undertaking shall be limited to
those set forth in the Continuing Disclosure Undertaking.
Section 803. Amendments.
(a) The Continuing Disclosure Undertaking is exempt from the provisions of this
Section 803 and is subject to amendment and modification only as provided therein.
The rights and duties of the City and the Bondowners, and the terms and provisions of
the Bonds or of this Ordinance, may be amended or modified at any time in any respect
by ordinance of the City with the written consent of the Registered Owners of not less
than a majority in principal amount of the Bonds then Outstanding, such consent to be
evidenced by an instrument or instruments executed by such Registered Owners and
duly acknowledged or proved in the manner of a deed to be recorded, and such
instrument or instruments shall be filed with the City Clerk, but no such modification or
alteration shall:
(1)
any Bond;
extend the maturity of any payment of principal or interest due upon
(2) effect a reduction in the amount which the City is required to pay as
principal of or interest on any Bond;
(3) permit preference or priority of any Bond over any other Bond; or
(4) reduce the percentage in principal amount of Bonds required for the
written consent to any modification or alteration of the provisions of this
Ordinance.
(b) Any provision of the Bonds or of this Ordinance may, however, be
amended or modified by ordinance duly adopted by the City Council at any time in any
legal respect with the written consent of the Registered Owners of all of the Bonds at
the time Outstanding.
(c) Without notice to or the consent of any Bondowners, the City may amend
or supplement this Ordinance for the purpose of curing any formal defect, omission,
inconsistency or ambiguity therein, or in connection with any other change therein which
is not materially adverse to the security of the Bondowners.
(d) Every amendment or modification of the provisions of the Bonds or of this
Ordinance to which the written consent of the Bondowners is given, as above provided,
shall be expressed in an ordinance passed by the governing body of the City amending
or supplementing the provisions of this Ordinance and shall be deemed to be a part of
this Ordinance. Any and all modifications made in the manner hereinabove provided
shall not become effective until there has been filed with the City Clerk a copy of this
Ordinance of the City herein provided for, duly certified, as well as proof of any required
consent to such modification by the Registered Owners of the Bonds then Outstanding.
It shall not be necessary to note on any of the Outstanding Bonds any reference to such
amendment or modification. A certified copy of every such amendatory or supplemental
proceedings and a certified copy of this Ordinance shall be made available for
inspection by the Registered Owner of any Bond or a prospective purchaser or owner of
any Bond authorized by this Ordinance, and upon payment of the reasonable cost of
preparing the same, a certified copy of any such amendatory or supplemental
proceedings or of this Ordinance will be sent by the City Clerk to any such Bondowner
or prospective Bondowner.
(e) The City shall furnish to the Paying Agent a copy of any amendment to the
Bonds or this Ordinance made hereunder which affects the duties or obligations of the
Paying Agent under this Ordinance.
Section 804. Notices, Consents and Other Instruments by Bondowners.
(a) Any notice, consent, request, direction, approval or other instrument to be
signed and executed by the Bondowners may be in any number of concurrent writings
of similar tenor and may be signed or executed by such Bondowners in person or by
agent appointed in writing. Proof of the execution of any such instrument or of the
writing appointing any such agent and of the ownership of Bonds, other than the
assignment of the ownership of a Bond, if made in the following manner, shall be
sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of
the City and the Paying Agent with regard to any action taken, suffered or omitted under
any such instrument, namely:
(1) The fact and date of the execution by any person of any such
instrument may be proved by a certificate of any officer in any jurisdiction who by
law has power to take acknowledgments within such jurisdiction that the person
signing such instrument acknowledged before such officer the execution thereof,
or by affidavit of any witness to such execution.
(2) The fact of ownership of Bonds, the amount or amounts, numbers
and other identification of Bonds, and the date of holding the same shall be
proved by the Bond Register.
(b) In determining whether the Registered Owners of the requisite principal
amount of Bonds Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver under this Ordinance, Bonds owned by the City shall be
disregarded and deemed not to be Outstanding under this Ordinance, except that, in
determining whether the Bondowners shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Bonds which
the Bondowners know to be so owned shall be so disregarded. Notwithstanding the
foregoing, Bonds so owned which have been pledged in good faith shall not be
disregarded as aforesaid if the pledgee establishes to the satisfaction of the
Bondowners the pledgee's right so to act with respect to such Bonds and that the
pledgee is not the City.
Section 805. Corporate Existence. The City will maintain its corporate identity
and existence so long as any of the Bonds remain Outstanding, unless another body
corporate and politic by operation of law succeeds to the powers, privileges, rights,
liabilities, disabilities and duties of the City and is obligated by law to comply with the
terms and provisions of this Ordinance without materially adversely affecting at any time
the privileges and rights of any Owner of any Outstanding Bond.
Section 806. Insurance. The City will carry and maintain insurance with respect
to the Project against casualties, contingencies and risks (including but not limited to
property and casualty, fire and extended coverage insurance upon all of the properties
forming a part of the Project insofar as the same are of an insurable nature, public
liability insurance, business interruption insurance, worker's compensation and
employee dishonesty insurance), such insurance to be of the character and coverage
and in such amounts as would normally be carried by other municipalities or public
entities engaged in similar activities of comparable size and similarly situated. In the
event of loss or damage, the City, with reasonable dispatch, will use the proceeds of
such insurance in reconstructing and replacing the property damaged or destroyed, or
in paying the claims on account of which such proceeds were received, or if such
reconstruction or replacement is unnecessary or impracticable, then the City will pay
and deposit the proceeds of such insurance into the Special Obligation Debt Service
Fund. The City will annually review the insurance it maintains with respect to the
Project to determine that such insurance is customary and adequate to protect its
property and operations.
Section 807. Further Authority. The officers of the City, including the Mayor, the
City Administrator, the Director of Finance, the Director of Parks, Recreation and
Forestry, the City Counselor, and the City Clerk, are hereby authorized and directed to
execute all documents and take such actions as they may deem necessary or advisable
in order to carry out and perform the purposes of this Ordinance and to make ministerial
alterations, changes or additions in the foregoing agreements, statements, instruments
and other documents herein approved, authorized and confirmed which they may
approve, and the execution or taking of such action shall be conclusive evidence of such
necessity or advisability.
Section 808. Annual Audit.
(a) Annually, promptly after the end of the Fiscal Year, the City will cause an
audit to be made of its funds and accounts for the preceding Fiscal Year by an
independent public accountant or firm of independent public accountants.
(b) Within 30 days after the completion of each such audit and approval
thereof by the City Council, a copy thereof shall be filed in the office of the City Clerk.
Such audits filed in the office of the City Clerk shall at all times during the usual
business hours of the City be open to the examination and inspection by any Registered
Owner of any of the Bonds, or by anyone acting for or on behalf of such Registered
Owner. The City will file or will cause to be filed a copy of the audit with the Municipal
Securities Rulemaking Board in the manner and within the time period required under
the Continuing Disclosure Undertaking.
(c) As soon as possible after the completion of the annual audit, the City
Council shall review such audit, and if the audit discloses that proper provision has not
been made for all of the requirements of the Ordinance, the City shall, subject to
Section 401 hereof, promptly cure such deficiency.
Section 809. Severability. If any section or other part of this Ordinance, whether
large or small, is for any reason held invalid, the invalidity thereof shall not affect the
validity of the other provisions of this Ordinance.
Section 810. Governing Law. This Ordinance shall be governed exclusively by
and construed in accordance with the applicable laws of the State of Missouri.
Section 811. Electronic Storage of Documents. The City agrees that the
transaction described herein may be conducted and related documents may be sent,
stored and received by electronic means.
[Remainder of this page intentionally left blank.]
Section 812. Effective Date. This Ordinance shall take effect and be in full force
from and after its passage by the City Council and approval by the Mayor.
Passed:1207/efX? 'Y. /8, ,20/`-j
0
Presiding Officer
ATTEST:
Approved: �)1kt/: 0 .:›0/1
1
Mayor: Carrie Tergin
(
APPROVED AS TO FORM:
City Cou2 elor
EXHIBIT A
TO ORDINANCE
(FORM OF BONDS)
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE
DESCRIBED HEREIN), THIS GLOBAL BOND MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE SECURITIES DEPOSITORY (DESCRIBED HEREIN)
OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered Registered
No. $
CITY OF JEFFERSON, MISSOURI
SPECIAL OBLIGATION IMPROVEMENT BOND
(PARKS SYSTEM PROJECT)
SERIES 2019
Interest Rate Maturity Date Dated Date CUSIP
Number
September 1, 20_ December _, 2019
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF JEFFERSON, MISSOURI, a constitutional charter city and a
political subdivision of the State of Missouri (the "City"), for value received, hereby
promises to pay to the Registered Owner shown above, or registered assigns, but solely
from the source and in the manner herein specified, the Principal Amount shown above
on the Maturity Date shown above, unless called for redemption prior to said Maturity
Date, and to pay interest thereon, but solely from the source and in the manner herein
specified, at the Interest Rate per annum shown above (computed on the basis of a
360 -day year of twelve 30 -day months) from the Dated Date shown above or from the
most recent Interest Payment Date to which interest has been paid or duly provided for,
A-1
payable semiannually on March 1 and September 1 in each year, beginning on [March
1, 2020], until said Principal Amount has been paid.
The Principal Amount or Redemption Price 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 office of UMB 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 in whose name this Bond is registered on the Bond Register
at the close of business on the Record Date for such interest (being the 15th day,
whether or not a Business Day, of the calendar month next preceding the Interest
Payment Date) by check or draft mailed by the Paying Agent to such Registered Owner
at the address shown on the Bond Register or, in the case of an interest payment to the
Securities Depository or any Registered Owner, by electronic transfer to such
Registered Owner upon written notice signed by such Registered Owner and given to
the Paying Agent not less than 15 days prior to the Record Date for such interest (being
the 15th day, whether or not a Business Day, of the calendar month next preceding the
Interest Payment Date), containing the electronic transfer instructions including the bank
(which shall be in the continental United States), address, ABA routing number and
account number to which such Registered Owner wishes to have such transfer directed,
and an acknowledgment that an electronic transfer fee may be applicable.
This Bond is one of an authorized series of bonds of the City designated "Special
Obligation Improvement Bonds (Parks System Project), Series 2019," aggregating the
principal amount of $[Principal Amount] (the "Bonds"), issued by the City for the
purpose of paying the costs of various repairs, replacements, improvements,
renovations, expansions and additions that need to the City's Parks System and paying
the costs of issuance of the Bonds, under the authority of and in full compliance with the
constitution and laws of the State of Missouri, the City's Charter, and pursuant to
ordinance duly passed by the City Council (herein called the "Ordinance"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Ordinance.
At the option of the City, Bonds or portions thereof maturing on September 1 in
the years 20 and thereafter may be called for redemption and payment prior to
maturity on September 1, 20 , and thereafter in whole or in part at any time in such
amounts for each maturity as shall be determined by the City (Bonds of less than a full
maturity to be selected in multiples of $5,000 principal amount in such equitable manner
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.
[[The Bonds are subject to mandatory redemption and payment prior to maturity
in the amounts and on the dates in accordance with and pursuant to the mandatory
redemption requirements of the Ordinance, at a redemption price equal to 100% of the
Principal Amount thereof plus accrued interest to the Redemption Date.]]
A-2
Bonds shall be redeemed only in the principal amount of $5,000 or any integral
multiple thereof. When less than all of the Outstanding Bonds are to be redeemed, such
Bonds shall be redeemed from the Stated Maturities selected by the City, and Bonds of
less than a full Stated Maturity shall be selected by the Paying Agent in $5,000 units of
principal amount by lot or in such other equitable manner as the Paying Agent may
determine.
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 20 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 the address shown on the Bond Register.
Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from 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 shall be special obligations of the City payable as to both principal
and interest solely from annual appropriations of legally available funds by the City
Council for such purpose. The obligation of the City to make payments into the Special
Obligation Debt Service Fund and for any other obligations of the City under the
Ordinance do not constitute a general obligation or indebtedness of the City for which
the City is obligated to levy or pledge any form of taxation, or for which the City has
levied or pledged any form of taxation and shall not be construed to be a debt of the
City in contravention of any applicable constitutional, statutory or City Charter limitation
or requirement but in each Fiscal Year shall be payable solely from the amounts
pledged or appropriated therefor (i) out of the legally available income and revenues of
the City provided for such Fiscal Year plus (ii) any unencumbered balances for previous
Fiscal Years.
The Bonds are issued in fully registered form in the denomination of $5,000 or
any integral multiple thereof. This Bond may be exchanged at the office of the Paying
Agent for a like aggregate principal amount of Bonds of the same maturity of other
authorized denominations upon the terms provided in the Ordinance.
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 the nominee name of the Securities Depository, is being issued and
required to be deposited with the Securities Depository and immobilized in its custody.
The book -entry system will evidence positions held in the Bonds by the Securities
Depository's participants, beneficial ownership of the Bonds in authorized
denominations being evidenced in the records of such participants. Transfers of
ownership shall be effected on the records of the Securities Depository and its
participants pursuant to rules and procedures established by the Securities Depository
and its participants. The City and the Paying Agent will recognize the Securities
A-3
Depository nominee, while the registered owner of this Bond, as the owner of this Bond
for all purposes, including (i) payments of principal of, and redemption premium, if any,
and interest on, this Bond, (ii) notices and (iii) voting. Transfers of principal, interest and
any redemption premium payments to participants of the Securities Depository, and
transfers of principal, interest and any redemption premium payments to beneficial
owners of the Bonds by participants of the Securities Depository will be the
responsibility of such participants and other nominees of such beneficial owners. The
City and the Paying Agent will not be responsible or liable for such transfers of
payments or for maintaining, supervising or reviewing the records maintained by the
Securities Depository, the Securities Depository nominee, its participants or persons
acting through such participants. While the Securities Depository nominee is the owner
of this Bond, notwithstanding the provision hereinabove contained, payments of
principal of and interest on this Bond shall be made in accordance with existing
arrangements among the City, the Paying Agent and the Securities Depository.
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL
BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR
SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES
DEPOSITORY.
This Bond may be transferred or exchanged, as provided in the Ordinance, only
on the Bond Register kept for that purpose at the principal payment office of the Paying
Agent, upon surrender of this Bond together with a written instrument of transfer or
exchange satisfactory to the Paying Agent duly executed by the Registered Owner or
the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in
any authorized denomination having the same Maturity Date and in the same aggregate
principal amount shall be issued to the transferee in exchange therefor as provided in
the Ordinance and upon payment of the charges therein prescribed. The City and the
Paying Agent may deem and treat the Person in whose name this Bond is registered on
the Bond Register as the absolute owner hereof for the purpose of receiving payment
of, or on account of, the principal or redemption price hereof and interest due hereon
and for all other purposes and neither the City 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 HEREBY DECLARED AND CERTIFIED that all acts, conditions and things
required to be done and to exist precedent to and in the issuance of the Bonds have
been done and performed and do exist in due and regular form and manner as required
by the constitution and laws of the State of Missouri.
IN WITNESS WHEREOF, CITY OF JEFFERSON, MISSOURI, has caused this
Bond to be executed by the manual or facsimile signature of its Mayor and attested by
A-4
the manual or facsimile signature of its City Clerk and its official seal to be affixed or
imprinted hereon.
CERTIFICATE OF AUTHENTICATION CITY OF JEFFERSON, MISSOURI
This Bond is one of the Bonds
of the issue described in the
within -mentioned Ordinance.
Registration Date:
By:
Mayor Carrie Tergin
UMB BANK, N.A., (Seal)
Paying Agent
By
ATTEST:
Authorized Officer or Signatory City Clerk
A-5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints agent to transfer the within Bond on the books kept
by the Paying Agent for the registration thereof, with full power of substitution in the
premises.
Dated:
NOTICE: The signature to this
assignment must correspond with the
name of the Registered Owner as it
appears upon the face of the within
Bond in every particular.
Signature Guaranteed By:
(Name of Eligible Guarantor Institution
as defined by SEC Rule 17 Ad -15 (17
CFR 240.17 Ad -15))
By:
Title:
A-6
LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore
& Bell, P.C., Bond Counsel, which was dated and issued as of the date of original
issuance and delivery of the Bonds:
GILMORE & BELL, P.C.
2405 Grand Boulevard, Suite 1100
Kansas City, Missouri 64108
A-7
EXHIBIT B
TO ORDINANCE
FORM OF CONTINUING DISCLOSURE UNDERTAKING
B-8
Gilmore & Bell, P.C.
Draft vl — October 29, 2019
CONTINUING DISCLOSURE UNDERTAKING
This CONTINUING DISCLOSURE UNDERTAKING dated as of November 18, 2019 (this
"Continuing Disclosure Undertaking"), is executed and delivered by CITY OF JEFFERSON,
MISSOURI (the "Issuer").
RECITALS
1. This Continuing Disclosure Undertaking is executed and delivered by the Issuer in
connection with the issuance by the Issuer of $7,045,000 Special Obligation Improvement Bonds
(Parks System Project), Series 2019 (the "Bonds"), pursuant to an ordinance passed by the City
Council of the Issuer (the "Ordinance").
2. The Issuer is entering into this Continuing Disclosure Undertaking for the benefit of the
Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with
Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the
"Rule"). The Issuer is the only "obligated person" with responsibility for continuing disclosure
hereunder.
The Issuer covenants and agrees as follows:
Section 1. Definitions. In addition to the definitions set forth in the Ordinance, which apply
to any capitalized term used in this Continuing Disclosure Undertaking unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any Annual Report provided by the Issuer pursuant to, and as described
in, Section 2 of this Continuing Disclosure Undertaking.
"Beneficial Owner" means any registered owner of any Bonds and any person which (a) has the
power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is
treated as the owner of any Bonds for federal income tax purposes.
"Business Day" means a day other than (a) a Saturday, Sunday or legal holiday, (b) a day on
which banks located in any city in which the principal office or designated payment office of the paying
agent or the Dissemination Agent is located are required or authorized by law to remain closed, or (c) a
day on which the Securities Depository or the New York Stock Exchange is closed.
"Dissemination Agent" means any entity designated in writing by the Issuer to serve as
dissemination agent pursuant to this Continuing Disclosure Undertaking and which has filed with the
Issuer a written acceptance of such designation.
"EMMA" means the Electronic Municipal Market Access system for municipal securities
disclosures established and maintained by the MSRB, which can be accessed at www.emma.msrb.org.
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation;
or (c) guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not
include municipal securities as to which a final official statement has been provided to the MSRB
consistent with the Rule.
"Fiscal Year" means the 12 -month period beginning on November 1 and ending on October 31
or any other 12 -month period selected by the Issuer as the Fiscal Year of the Issuer for financial reporting
purposes.
"Material Events" means any of the events listed in Section 3 of this Continuing Disclosure
Undertaking.
"MSRB" means the Municipal Securities Rulemaking Board, or any successor repository
designated as such by the Securities and Exchange Commission in accordance with the Rule.
"Participating Underwriter" means any of the original underwriter(s) of the Bonds required to
comply with the Rule in connection with the offering of the Bonds.
Section 2. Provision of Annual Reports.
(a) The Issuer shall, not later April 30th after the end of the Issuer's Fiscal Year, commencing
with the Fiscal Year ended October 31, 2019, file with the MSRB, through EMMA, the
following financial information and operating data (the "Annual Report"):
(1) The audited financial statements of the Issuer for the prior Fiscal Year, prepared
in accordance with accounting principles generally accepted in the United States.
If audited financial statements are not available by the time the Annual Report is
required to be provided pursuant to this Section, the Annual Report shall contain
unaudited financial statements in a format similar to the financial statements
contained in the final Official Statement relating to the Bonds, and the audited
financial statements shall be provided in the same manner as the Annual Report
promptly after they become available.
(2) Updates as of the end of the Fiscal Year of certain financial information and
operating data contained in the final Official Statement related to the Bonds, as
described in Exhibit A, in substantially the same format contained in the final
Official Statement with such adjustments to formatting or presentation
determined to be reasonable by the Issuer.
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues with respect to which the Issuer is
an "obligated person" (as defined by the Rule), which have been provided to the MSRB
and are available through EMMA or the Securities and Exchange Commission. If the
document included by reference is a final official statement, it must be available from the
MSRB on EMMA. The Issuer shall clearly identify each such other document so
included by reference.
In each case, the Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross-reference other information as provided
in this Section; provided that the audited financial statements of the Issuer may be
submitted separately from the balance of the Annual Report and later than the date
required above for the filing of the Annual Report if they are not available by that date. If
the Issuer's Fiscal Year changes, it shall give notice of such change in the same manner as
2
for a Material Event under Section 3, and the Annual Report deadline provided above
shall automatically become the last day of the sixth month after the end of the Issuer's
new fiscal year.
(b) The Annual Report shall be filed with the MSRB in such manner and format as is
prescribed by the MSRB.
Section 3. Reporting of Material Events. Not later than 10 Business Days after the
occurrence of any of the following events, the Issuer shall give, or cause to be given to the MSRB,
through EMMA, notice of the occurrence of any of the following events with respect to the Bonds
("Material Events"):
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
(7) modifications to rights of bondholders, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Bonds, if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the obligated person;
(13) the consummation of a merger, consolidation, or acquisition involving the obligated
person or the sale of all or substantially all of the assets of the obligated person, other
than in the ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material;
(14) appointment of a successor or additional trustee or the change of name of the trustee, if
material;
(15) incurrence of a Financial Obligation of the obligated person, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the obligated person, any of which affect security holders, if
material; and
(16) default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of a Financial Obligation of the obligated person, any of which
reflect financial difficulties.
If the Issuer has not submitted the Annual Report to the MSRB by the date required in Section
2(a), the Issuer shall send a notice to the MSRB of the failure of the Issuer to file on a timely basis the
Annual Report, which notice shall be given by the Issuer in accordance with this Section 3.
Section 4. Termination of Reporting Obligation. The Issuer's obligations under this
Continuing Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or
payment in full of all of the Bonds. If the Issuer's obligations under this Continuing Disclosure
Undertaking are assumed in full by some other entity, such person shall be responsible for compliance
3
with this Continuing Disclosure Undertaking in the same manner as if it were the Issuer, and the Issuer
shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final
maturity of the Bonds, the Issuer shall give notice of such termination or substitution in the same manner
as for a Material Event under Section 3.
Section 5. Dissemination Agents. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure
Undertaking, and may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent. Any Dissemination Agent may resign as dissemination agent hereunder at any time
upon 30 days prior written notice to the Issuer. The Dissemination Agent shall not be responsible in any
manner for the content of any notice or report (including without limitation the Annual Report) prepared
by the Issuer pursuant to this Continuing Disclosure Undertaking.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing
Disclosure Undertaking, the Issuer may amend this Continuing Disclosure Undertaking and any provision
of this Continuing Disclosure Undertaking may be waived, provided that Bond Counsel or other counsel
experienced in federal securities law matters provides the Issuer with its written opinion that the
undertaking of the Issuer contained herein, as so amended or after giving effect to such waiver, is in
compliance with the Rule and all current amendments thereto and interpretations thereof that are
applicable to this Continuing Disclosure Undertaking.
In the event of any amendment or waiver of a provision of this Continuing Disclosure
Undertaking, the Issuer shall describe such amendment or waiver in the next Annual Report, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact
on the type (or, in the case of a change of accounting principles, on the presentation) of financial
information or operating data being presented by the Issuer. In addition, if the amendment relates to the
accounting principles to be followed in preparing financial statements, (1) notice of such change shall be
given in the same manner as for a Material Event under Section 3, and (2) the Annual Report for the year
in which the change is made should present a comparison (in narrative form and also, if feasible, in
quantitative form) between the financial statements as prepared on the basis of the new accounting
principles and those prepared on the basis of the former accounting principles.
Section 7. Additional Information. Nothing in this Continuing Disclosure Undertaking
shall be deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Continuing Disclosure Undertaking or any other means of communication,
or including any other information in any Annual Report or notice of occurrence of a Material Event, in
addition to that required by this Continuing Disclosure Undertaking. If the Issuer chooses to include any
information in any Annual Report or notice of occurrence of a Material Event, in addition to that
specifically required by this Continuing Disclosure Undertaking, the Issuer shall have no obligation under
this Continuing Disclosure Undertaking to update such information or include it in any future Annual
Report or notice of occurrence of a Material Event.
Section 8. Default. If the Issuer fails to comply with any provision of this Continuing
Disclosure Undertaking, any Participating Underwriter or any Beneficial Owner of the Bonds may take
such actions as may be necessary and appropriate, including seeking mandamus or specific performance
by court order, to cause the Issuer to comply with its obligations under this Continuing Disclosure
Undertaking. A default under this Continuing Disclosure Undertaking shall not be deemed an event of
default under the Ordinance or the Bonds, and the sole remedy under this Continuing Disclosure
4
Undertaking in the event of any failure of the Issuer to comply with this Continuing Disclosure
Undertaking shall be an action to compel performance.
Section 9. Beneficiaries. This Continuing Disclosure Undertaking shall inure solely to the
benefit of the Issuer, the Participating Underwriter, and the Beneficial Owners from time to time of the
Bonds, and shall create no rights in any other person or entity.
Section 10. Severability. If any provision in this Continuing Disclosure Undertaking, the
Ordinance or the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
Section 11. Electronic Transactions. The arrangement described herein may be conducted
and related documents may be sent, received, or stored by electronic means. Copies, telecopies,
facsimiles, electronic files and other reproductions of original documents shall be deemed to be authentic
and valid counterparts of such original documents for all purposes, including the filing of any claim,
action or suit in the appropriate court of law.
Section 12. Governing Law. This Continuing Disclosure Undertaking shall be governed by
and construed in accordance with the laws of the State of Missouri.
[Remainder of this page intentionally left blank.]
5
Gilmore & Bell, P.C.
Draft vl — October 29, 2019
IN WITNESS WHEREOF, the Issuer has caused this Continuing Disclosure Undertaking to be
executed as of the day and year first above written.
(SEAL)
By:
Name: Phyllis Powell
Title: City Clerk
Continuing Disclosure Undertaking
Special Obligation Improvement Bonds, Series 2019
6
CITY OF JEFFERSON, MISSOURI
By:
Name: Carrie Tergin
Title: Mayor
EXHIBIT A
TO CONTINUING DISCLOSURE UNDERTAKING
FINANCIAL INFORMATION AND OPERATING DATA TO BE
INCLUDED IN ANNUAL REPORT
The financial information and operating data contained in the tables under the following
described sections in Appendix A of the final Official Statement relating to the Bonds:
FINANCIAL INFORMATION
o Sources of Revenue
o Summary of Receipts, Expenditures and Changes in Governmental Fund Balances
TAX INFORMATION
o Property Valuations
• History of Property Valuations
o Property Tax Collection Record
o Sales Tax Collections
Continuing Disclosure Undertaking
Special Obligation Improvement Bonds, Series 2019
Exhibit A
EXHIBIT C
TO ORDINANCE
FORM OF CERTIFICATE OF FINAL TERMS
$[Principal Amount]
CITY OF JEFFERSON, MISSOURI
SPECIAL OBLIGATION IMPROVEMENT BONDS
(PARKS SYSTEM PROJECT)
SERIES 2019
CERTIFICATE OF FINAL TERMS
City of Jefferson, Missouri
Jefferson, Missouri
Ladies and Gentlemen:
, 2019
The undersigned, [Purchaser] (the "Purchaser"), hereby offers to purchase from
the City of Jefferson, Missouri (the "City") Special Obligation Improvement Bonds
(Parks System Project), Series 2019 (the "Bonds"), in the Original Principal Amount of
$[ ], to be issued by the City under and pursuant to an Ordinance
passed by the City Council of the City on November 18, 2019 (the "Bond Ordinance").
Upon the terms and conditions of the Official Bid Form, the Notice of Bond Sale
and the Preliminary Official Statement, all of which are made a part hereof, the
Purchaser hereby agrees to purchase from the City, and the City hereby agrees to sell
to the Purchaser, all (but not less than all) of the Bonds at a Purchase Price of
$[ ] (the principal amount of the Bonds plus original issue premium
of $[ ], less an underwriter's discount of $[ ]).
The Bonds shall mature, shall bear interest, shall be subject to redemption and shall
have some other terms as set forth in Schedule I hereto.
Very truly yours,
[PURCHASER]
By:
Name:
Title:
C-1
Accepted and agreed to as of
the date first above written:
(SEAL)
ATTEST
By:
Name: Emily Donaldson
Title: City Clerk
CITY OF JEFFERSON, MISSOURI
By:
Name: Cary Tergin
Title: Mayor
C-2
SCHEDULE I TO CERTIFICATE OF FINAL TERMS
FOR
$[Principal Amount]
CITY OF JEFFERSON, MISSOURI
SPECIAL OBLIGATION IMPROVEMENT BONDS
(PARKS SYSTEM PROJECT)
SERIES 2019
1. Original Principal Amount - Sections 101, 201 and 202: $[ ].
2. Purchaser - Sections 101 and 210: [ ].
3. Purchase Price - Sections 101 and 210: $ (Original Principal Amount
plus a premium of $ less an underwriting discount of $ ),
which underwriting discount is % of the Original Principal Amount
4. Dated Date, Maturity Schedule, Interest Payment Dates and Interest Rates:
(a) Interest Payment Dates - Sections 101 and 202: Semiannually on March
1 and September 1, beginning [March 1, 2020].
(b) Dated Date - Sections 101 and 202: December 3, 2019
(c) Maturity Schedule and Interest Rates - Section 202: (see table below)
SERIAL BONDS
Stated Principal Annual Stated Principal Annual
Maturity Amount Rate Maturity_ Amount Rate
September 1 of Interest September 1 of Interest
C-3
TERM BONDS*
Dated Date: , 2019
Maturity Principal Annual Rate
1* Amount of Interest
Term Bonds subject to mandatory redemption
5. Optional Redemption — Section 301(a): At the option of the City, the Bonds or
portions thereof maturing on September 1, 20, and thereafter may be called for
redemption and payment prior to the Stated Maturity thereof on September 1, 20,
and thereafter in whole or in part at any time in such amounts for each Stated
Maturity as shall be determined by the City at the Redemption Price of 100% of the
principal amount thereof, plus accrued interest thereon to the Redemption Date.
6. Mandatory Redemption - Section 301(b):
(a) Term Bonds maturing September 1, 20, shall be redeemed and paid as
follows:
Year Principal
September 1 Amount
*Final Maturity
7. Deposit of Purchase Price of Bonds - Section 502: Net proceeds of the
Bonds in the amount of $[ ] shall be deposited in the Project
Fund and, of this amount $[ ] shall be used to pay costs of
issuing the Bonds and the remaining proceeds ($[ ]) shall be used
to pay costs of the Project.
8. Compliance with provisions of Section 202(b) of the Ordinance:
(a) Original Principal Amount of the Bonds (not to exceed
$7,500,000) — Section 202(b)(1): $
C-4
(b) True Interest Cost on the Bonds (not to exceed 3.35%) — Section
202(b)(2): cyo
(c) Weighted Average Maturity on the Bonds (not less than 10.0 years
nor more than 13.0 years) — Section 202(b)(3):
(d) Final Stated Maturity of the Bonds (not later than September 1, 2039,)
— Section 202(b)(4): September 1,
(e) Optional call date for Bonds (not later than September 1, 2027 at a
Redemption Price not to exceed 100% of the principal amount
thereof plus accrued interest thereon to the Redemption Date) -
Section 202(b)(5): 1, 20
C-5
EXHIBIT D
TO ORDINANCE
FORM OF NOTICE OF BOND SALE
Gilmore & Bell, P.C.
Draft v3 — October 29, 2019
NOTICE OF BOND SALE
$7,045,000*
CITY OF JEFFERSON, MISSOURI
SPECIAL OBLIGATION IMPROVEMENT BONDS
(PARKS SYSTEM PROJECT)
SERIES 2019
Bids. Electronic bids for the purchase of $7,045,000* principal amount of Special Obligation
Improvement Bonds (Parks System Project), Series 2019 (the "Bonds"), of the City of Jefferson, Missouri (the
"City"), herein described, will be received until 11:00 A.M., Central Time, on
WEDNESDAY, NOVEMBER 20, 2019 (the "Sale Date")
All proposals must be submitted electronically through PARITY as further described herein. No oral or
auction bids will be considered. All bids will be read and evaluated at that time and place, and the award of
the Bonds, if any, to the successful bidder (the "Successful Bidder") will be approved by the Mayor or other
designated officer of the City no later than 6:00 p.m. on the Sale Date.
Pre -Bid Revisions. The City reserves the right to issue a Supplemental Notice of Bond Sale not later
than 24 hours prior to the sale date through PARITY and MuniHub ("Supplemental Notice"). If issued, the
Supplemental Notice may modify such terms of this Notice of Bond Sale as the City determines, including the
date and time of the sale. Any such modifications will supersede the terms as set forth herein.
Terms of the Bonds. The Bonds will consist of fully registered bonds in the denomination of $5,000
or any integral multiple thereof. The Bonds will be dated their date of delivery, and will become due in
principal installments on September 1 in the years, subject to adjustment as provided herein, as follows:
Year Principal Amount*
2020 $255,000
2021 250,000
2022 260,000
2023 265,000
2024 275,000
2025 280,000
2026 295,000
2027 310,000
2028 325,000
2029 340,000
2030 355,000
2031 365,000
2032 380,000
2033 395,000
2034 415,000
2035 430,000
2036 440,000
2037 455,000
2038 470,000
2039 485,000
Preliminary, subject to change.
The Bonds will bear interest from the date thereof at rates to be determined when the Bonds are sold
as hereinafter provided, which interest will be payable semiannually on March 1 and September 1 in each year,
beginning on March 1, 2020.
Election to Specify Term Bonds. A bidder may elect to have all or a portion of the Bonds scheduled
to mature consecutively issued as one or more term bonds scheduled to mature in the latest of said consecutive
years and subject to mandatory redemption requirements consistent with the schedule of serial maturities set
forth above, and subject to the bidder making such an election by including such information in the electronic
bid submitted via PARITY®. Not less than all the Bonds of a single maturity may be converted to term bonds.
Authority, Purpose and Security. The Bonds are being issued pursuant to the City Charter and
the Constitution and laws of the State of Missouri and an ordinance passed by the City Council of the City
on November 18, 2019, for the purpose of (i) providing funds to pay the costs of various improvements to
the City's parks and recreation system and (ii) paying costs and expenses related to the issuance of the
Bonds. The Bonds and the interest thereon will constitute special obligations of the City payable
solely from amounts appropriated by the City Council of the City in each Fiscal Year (defined
defined) (i) out of the income and revenues of the City provided for such Fiscal Year, plus (ii) any
unencumbered balances from previous Fiscal Years. The City is not obligated to make any such
annual appropriation. The Bonds do not constitute general obligations or indebtedness of the City
within the meaning of any constitutional or statutory limitation or provision, and the City does not
pledge its full faith and credit and is not obligated to levy taxes or resort to any other moneys or
property of the City to pay the principal of and interest on the Bonds. The fiscal year of the City
begins on each November 1 and ends on October 31 (each a "Fiscal Year").
The Bonds are more particularly described in the Preliminary Official Statement dated the date hereof,
available from the City's financial advisor, Piper Jaffray & Co. (the "Financial Advisor"). This Notice of
Bond Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary
of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information
essential to making an informed investment decision.
Adjustment of Issue Size. [**TO BE UPDATED**] In order to properly structure the transaction,
the City reserves the right to decrease the total principal amount of the Bonds and increase or decrease the
principal amount of any maturity, depending on the purchase price and interest rates bid and the offering prices
specified by the Successful Bidder. Such adjustments to the principal amounts may be made by the City in
order to properly size the Bond issue for the improvements to be financed and in order to meet tax rate
considerations. The Successful Bidder may not withdraw its bid for the Bonds or change the interest rates bid
as a result of any changes made to the total principal amount of the Bonds or principal of any maturity thereof
as described herein, provided that the total principal amount of the Bonds will not be decreased by more than
[**10%**], and that the principal amount of any maturity will not be increased or decreased by more than
[**20%**] without the consent of the Successful Bidder. If there is an increase or decrease in the final total
principal amount of the Bonds or a change in the schedule of principal payments for the Bonds as described
above, the City will notify the Successful Bidder of the Bonds of such increases or decreases by means of
telephone, fax or electronic mail transmission, subsequently confirmed in writing, no later than 1:30 P.M.,
Central Time on the Sale Date. [**In the event that the maturity amounts of the Bonds are adjusted, the
purchase price will be adjusted to ensure that the percentage net compensation (i.e., the percentage resulting
from dividing (i) the aggregate difference between the offering price of the Bonds to the public and the price to
be paid to the City by (ii) the principal amount of the Bonds) remains constant.**]
Optional Redemption of Bonds Prior to Maturity. At the option of the City, the Bonds maturing on
September 1, 2028, and thereafter may be called for redemption and payment prior to maturity on September 1,
2027, and thereafter, in whole or in part at any time at the redemption price of 100% of the principal amount
thereof, plus accrued interest thereon to the redemption date. Bonds shall be redeemed only in the principal
amount of $5,000 or any integral multiple thereof. When less than all of the Outstanding Bonds are to be
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redeemed, such Bonds shall be redeemed from the Stated Maturities selected by the City, and Bonds of less than
a full Stated Maturity shall be selected by the Paying Agent in $5,000 units of principal amount by lot or in such
other equitable manner as the Paying Agent may determine.
Submission of Bids. Electronic bids must be submitted via PARITY® in accordance with its Rules of
Participation and this Notice of Bond Sale. If provisions of this Notice of Bond Sale conflict with those of
PARITY®, this Notice of Bond Sale shall control. Bids for the Bonds must be received before 11:00 A.M.
Central Daylight Time on the Sale Date. Neither the City nor the Financial Advisor, shall be responsible for
any failure, misdirection, delay or error in the means of transmission selected by the bidder.
PARITY®. All proposals must be submitted electronically through PARITY®, and no other proposals
will be considered. Information about the electronic bidding services of PARITY® may be obtained from i -
Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Phone No. (212) 849-5000 and from the
following web site: www.newissuehome.i-deal.com. The City shall not be responsible for proper operation of,
or have any liability for, any delays, interruptions, or damages caused by the use of the PARITY® system. The
City is using the PARITY® system as a communication mechanism, and not as the City's agent, to conduct the
electronic bidding for the Bonds. The use of the PARITY® system shall be at the bidder's risk and expense,
and the City and its agents shall have no liability with respect thereto. The bids must be received as provided
herein and by the time specified. The City is not bound by any advice or determination of PARITY® to the
effect that any particular bid complies with the terms of this Notice of Bond Sale and the bid specifications.
An electronic bid made through the facilities of PARITY® shall be deemed an irrevocable offer to purchase the
Bonds on the terms provided in this Notice of Bond Sale, and such bid shall be binding upon the bidder as if
made by a signed and sealed bid delivered to the City.
Conditions of Bids. [**TO BE UPDATED**] Proposals will be received on all of the Bonds
bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions:
[**(a) the same rate shall apply to all Bonds of the same maturity; (b) each interest rate specified shall be a
multiple of [ ] or [ ] of 1 %, with no zero coupon bonds allowed; (c) no supplemental interest
payments will be authorized; (d) the Bonds shall be sold by the City for a price not less than [ ]% or
more than [ ]% of the total principal amount thereof; and (e) the interest rate on each maturity of the
Bonds shall not exceed 5.00%.**] Each bid shall specify the total interest cost during the life of the Bonds on
the basis of such bid, the premium or discount, if any, offered by the bidder, the net interest cost (expressed in
dollars) on the basis of such bid and the TIC (as hereinafter defined) on the basis of such bid. Each bidder
agrees that, if it is awarded the Bonds, it will provide to the City the certification as to Initial Offering Prices
(defined herein) described under the caption "Establishment of Issue Price" in this Notice of Bond Sale.
Basis of Award. The Bonds will be awarded to the bidder whose bid will result in the lowest "true
interest cost" ("TIC"), determined as follows: the TIC is the discount rate (expressed as a per -annum
percentage rate) that, when used in computing the present value of all payments of principal and interest to be
paid on the Bonds, from the scheduled payment dates back to the dated date of the Bonds, produces an amount
equal to the price bid, including premium or discount, if any. Payments of principal and interest on the Bonds
shall be based on the principal amounts set forth in this Notice of Bond Sale and the interest rates specified by
each bidder. Present value shall be computed on the basis of semiannual compounding and a 360 -day year of
twelve 30 -day months. No bidder shall be awarded the Bonds unless its bid shall be in compliance with the
other terms and conditions of this Notice of Bond Sale. The City or its Financial Advisor will verify the TIC
based on the bids received. In the event that two or more bidders offer bids at the same lowest TIC, the City
shall determine which bid, if any, shall be accepted, and its determination shall be final. In the event the TIC
specified in the bid does not correspond to the bid price and the interest rates specified, the bid price and the
interest rates specified will govern and the TIC will be adjusted accordingly. The City reserves the right to
waive irregularities and to reject any or all bids.
Good Faith Deposit. The Successful Bidder is required to submit a good faith deposit in the amount
of $[ ] (the "Deposit") to the City in the form of an electronic transfer of federal reserve funds,
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immediately available for use by the City, as instructed by the City or its Financial Advisor, no later than 2:00
P.M., Central Time, on the day the proposals are received. If the Deposit is not received by such time, the City
may terminate its proposed award of the Bonds to such Successful Bidder, and the City may contact the bidder
with the next lowest TIC and offer said bidder the opportunity to become the Successful Bidder. The Deposit
of the Successful Bidder shall constitute a good faith deposit and shall be retained by the City to insure
performance of the requirements of the sale by the Successful Bidder. In the event the Successful Bidder shall
fail to comply with the terms of its bid, the Deposit will be forfeited as full and complete liquidated damages.
Upon delivery of the Bonds, the Deposit will be applied to the purchase price of the Bonds or shall be returned
to the Successful Bidder, but no interest shall be allowed thereon. If a bid is accepted but the City fails to
deliver the Bonds to the bidder in accordance with the terms and conditions of this Notice of Bond Sale, the
Deposit shall be returned to the Successful Bidder.
Certificate of Final Terms. Prior to the delivery of the Bonds, the Successful Bidder will be required
to execute and enter into with the City, a Certificate of Final Terms setting out the final terms of the Bonds,
including the principal amounts, interest rates and pricing per maturity and the redemption provisions.
Delivery and Payment. The City will deliver the Bonds, properly prepared, executed and registered,
without cost to the Successful Bidder on or about December 3, 2019 (the "Closing Date"), in book -entry form
only through the facilities of The Depository Trust Company in New York, New York. The Successful Bidder
will also be furnished with a certified transcript of the proceedings evidencing the authorization and issuance
of the Bonds and the usual closing documents, including a certificate that there is no litigation pending or
threatened at the time of delivery of the Bonds affecting their validity and a certificate regarding the
completeness and accuracy of the Official Statement. Payment for the Bonds shall be made in federal reserve
funds, immediately available for use by the City.
Establishment of Issue Price. The Successful Bidder shall assist the City in establishing the issue
price of the Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate
setting forth the reasonably expected Initial Offering Price (hereinafter defined) to the Public or the sales price
or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially
in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the
reasonable judgment of the Successful Bidder, the City and Gilmore & Bell, P.C., Kansas City, Missouri, as
Bond Counsel to the City ("Bond Counsel"). All actions to be taken by the City under this Notice of Bond
Sale to establish the issue price of the Bonds may be taken on behalf of the City by the City's Financial
Advisor identified herein and any notice or report to be provided to the City may be provided to the City's
Financial Advisor.
The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining
"competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the
Bonds (the "Competitive Sale Requirements") because:
(i) the City shall disseminate this Notice of Bond Sale to potential Underwriters in a
manner that is reasonably designed to reach potential Underwriters;
(ii) all bidders shall have an equal opportunity to bid;
(iii) the City may receive bids from at least three Underwriters of municipal bonds who
have established industry reputations for underwriting new issuances of municipal
bonds; and
(iv) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm
offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth
in this Notice of Bond Sale.
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Any bid submitted pursuant to this Notice of Bond Sale shall be considered a firm offer for the
purchase of the Bonds, as specified in the bid.
In the event that the Competitive Sale Requirements are not satisfied, the City shall so advise the
Successful Bidder. The City may determine to treat (i) the price at which the first 1 0% of a maturity of the
Bonds (the "10% Test") is sold to the Public as the issue price of that maturity and/or (ii) the Initial Offering
Price to the Public as of the Sale Date of any maturity of the Bonds as the issue price of that maturity (the
"Hold -The -Offering -Price Rule"), in each case applied on a maturity -by -maturity basis (and if different
interest rates apply within a maturity, to each separate CUSIP number within that maturity). The Successful
Bidder shall advise the City if any maturity of the Bonds satisfies the 1 0% Test as of the date and time of the
award of the Bonds. The City shall promptly advise the Successful Bidder, at or before the time of award of
the Bonds, which maturities (and if different interest rates apply within a maturity, which separate CUSIP
number within that maturity) of the Bonds shall be subject to the 1 0% Test or shall be subject to the Hold -The -
Offering -Price Rule. Bids will not be subject to cancellation in the event that the City determines to apply the
Hold -The -Offering -Price Rule to any maturity of the Bonds. Bidders should prepare their bids on the
assumption that some or all of the maturities of the Bonds will be subject to the Hold -The -Offering -Price Rule
in order to establish the issue price of the Bonds.
By submitting a bid, the Successful Bidder shall (i) confirm that the Underwriters have offered or will
offer the Bonds to the Public on or before the date of award at the offering price or prices (the "Initial
Offering Price"), or at the corresponding yield or yields, set forth in the bid submitted by the Successful
Bidder and (ii) agree, on behalf of the Underwriters participating in the purchase of the Bonds, that the
Underwriters will neither offer nor sell unsold Bonds of any maturity to which the Hold -The -Offering -Price
Rule shall apply to any person at a price that is higher than the Initial Offering Price to the Public during the
period starting on the Sale Date and ending on the earlier of the following:
(i)
the close of the fifth (5th) business day after the Sale Date; or
(ii) the date on which the Underwriters have sold at least 10% of that maturity of the
Bonds to the Public at a price that is no higher than the Initial Offering Price to the
Public.
The Successful Bidder shall promptly advise the City when the Underwriters have sold 10% of that maturity of
the Bonds to the Public at a price that is no higher than the Initial Offering Price to the Public, if that occurs
prior to the close of the fifth (5th) business day after the Sale Date.
If the Competitive Sale Requirements are not satisfied, then until the 1 0% Test has been satisfied as to
each maturity of the Bonds, the Successful Bidder agrees to promptly report to the City the prices at which the
unsold Bonds of that maturity have been sold to the Public. At or promptly after the award of the Bonds, the
Successful Bidder shall report to the City the price at which it has sold to the Public the Bonds of each
maturity sufficient to satisfy the 1 0% Test. If as of the award of the Bonds the 10% Test has not been satisfied
as to any maturity of the Bonds, the Successful Bidder agrees to promptly report to the City the prices at which
it subsequently sells Bonds of that maturity to the Public until the 1 0% Test is satisfied. In either case, if Bonds
constituting the first 1 0% of a certain maturity are sold at different prices, the Successful Bidder shall report to
the City the prices at which Bonds of such maturity are sold until the Successful Bidder sells 10% of the Bonds
of such maturity at a single price. The Successful Bidder's reporting obligation shall continue as set forth
above, whether or not the Closing Date has occurred.
The City acknowledges that, in making the representation set forth above, the Successful Bidder will
rely on (i) the agreement of each Underwriter to comply with the Hold -The -Offering -Price Rule, as set forth in
an agreement among Underwriters and the related pricing wires, (ii) in the event a selling group has been
created in connection with the initial sale of the Bonds to the Public, the agreement of each dealer who is a
member of the selling group to comply with the Hold -The -Offering -Price Rule, as set forth in a selling group
-5-
agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a third -party
distribution agreement that was employed in connection with the initial sale of the Bonds to the Public, the
agreement of each broker-dealer that is a party to such agreement to comply with the Hold -The -Offering -Price
Rule, as set forth in the third -party distribution agreement and the related pricing wires. The City further
acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding
the Hold -The -Offering -Price Rule and that no Underwriter shall be liable for the failure of any other
Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a
third -party distribution agreement to comply with its corresponding agreement regarding the Hold -The -
Offering -Price Rule as applicable to the Bonds.
By submitting a bid, each bidder confirms that: (i) any agreement among Underwriters, any selling
group agreement and each third -party distribution agreement (to which the bidder is a party) relating to the
initial sale of the Bonds to the Public, together with the related pricing wires, contains or will contain language
obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a
party to such third -party distribution agreement, as applicable, to (A) report the prices at which it sells to the
Public the unsold Bonds of each maturity allotted to it until it is notified by the Successful Bidder that either
the 10% Test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to
the Public and (B) comply with the Hold -The -Offering -Price Rule, if applicable, in each case if and for so long
as directed by the Successful Bidder and as set forth in the related pricing wires, and (ii) any agreement among
Underwriters relating to the initial sale of the Bonds to the Public, together with the related pricing wires,
contains or will contain language obligating each Underwriter that is a party to a third -party distribution
agreement to be employed in connection with the initial sale of the Bonds to the Public to require each broker-
dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the
Public the unsold Bonds of each maturity allotted to it until it is notified by the Successful Bidder or such
Underwriter that either the 10% Test has been satisfied as to the Bonds of that maturity or all Bonds of that
maturity have been sold to the Public and (B) comply with the Hold -The -Offering -Price Rule, if applicable, in
each case if and for so long as directed by the Successful Bidder or such Underwriter and as set forth in the
related pricing wires.
Sales of any Bonds to any person that is a Related Party to an Underwriter shall not constitute sales to
the Public for purposes of this Notice of Bond Sale. Further, for purposes of this Notice of Bond Sale:
(i) "Public" means any person other than an Underwriter or a Related Party,
(ii) "Underwriter" means (A) any person that agrees pursuant to a written contract with
the City (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the Public and (B) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause
(A) to participate in the initial sale of the Bonds to the Public (including a member of
a selling group or a party to a third -party distribution agreement participating in the
initial sale of the Bonds to the Public),
(iii) a purchaser of any of the Bonds is a "Related Party" to an Underwriter if the
Underwriter and the purchaser are subject, directly or indirectly, to (i) more than
50% common ownership of the voting power or the total value of their stock, if both
entities are corporations (including direct ownership by one corporation of another),
(ii) more than 50% common ownership of their capital interests or profits interests, if
both entities are partnerships (including direct ownership by one partnership of
another), or (iii) more than 50% common ownership of the value of the outstanding
stock of the corporation or the capital interests or profit interests of the partnership,
as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the
other), and
-6-
(iv) "Sale Date" means the date that the Bonds are awarded by the City to the Successful
Bidder.
The Successful Bidder shall provide such Initial Offering Prices to the City and its Financial
Advisor no later than 11:30 A.M., Central Time, on the Sale Date.
Legal Opinion. The Bonds will be sold subject to the approving legal opinion of Bond Counsel,
which opinion will be furnished and paid for by the City and printed on the Bonds and delivered to the
Successful Bidder when the Bonds are delivered. Said opinion will also include the opinion of Bond Counsel
relating to the exclusion of the interest on the Bonds from gross income for federal and Missouri income tax
purposes. Reference is made to the Preliminary Official Statement for further discussion of federal and
Missouri income tax matters relating to the interest on the Bonds.
Bond Rating. S&P Global Ratings, a division of Standard & Poor's Financial Services LLC
("S&P"), has assigned the Bonds a rating of"[", which reflects its evaluation of the investment quality
of the Bonds. Any explanation as to the significance of the ratings may be obtained only from the rating
agency. Ratings are not recommendations to buy, sell, or hold the Bonds, and such ratings may be subject to
revision or withdrawal at any time by the rating agency. Any downward revision or withdrawal of a rating
may adversely affect the market price of the Bonds.
Place of Payment. Principal will be payable upon presentation and surrender of the Bonds by the
registered owners thereof at the payment office of UMB Bank, N.A., St. Louis, Missouri (the "Paying Agent").
Interest shall be paid to the registered owners of the Bonds as shown on the bond register at the close of business
on the Record Date for such interest by check or draft mailed by the Paying Agent to the address of such
Registered Owners shown on the Bond Register or, in the case of an interest payment to the Securities
Depository or any Registered Owner, by electronic transfer to such Registered Owner upon written notice
signed by such Registered Owner and given to the Paying Agent not less than 15 days prior to the Record Date
for such interest, containing the electronic transfer instructions including the bank (which shall be in the
continental United States), address, ABA routing number and account number to which such Registered
Owner wishes to have such transfer directed, and an acknowledgment that an electronic transfer fee may be
applicable.
Book -Entry Only System and Blue Sky. The Bonds will initially be registered in the name of Cede &
Co., as nominee of The Depository Trust Company, New York, New York, to which payments of principal of
and interest on the Bonds will be made. Individual purchases of Bonds will be made in book -entry form only.
Purchasers will not receive certificates representing their interest in Bonds purchased. It shall be the obligation
of the Successful Bidder to furnish to DTC an underwriter's questionnaire. It shall be the obligation of the
Successful Bidder to qualify the Bonds, if such qualification is necessary, in the jurisdictions in which it
intends to reoffer the Bonds.
Preliminary Official Statement and Official Statement. The City has prepared a Preliminary
Official Statement dated November 1, 2019, "deemed final" by the City except for the omission of certain
information as provided by Securities and Exchange Commission Rule 15c2-12, electronic copies of which
may be obtained from the Financial Advisor as provided herein. Upon the sale of the Bonds, the City will
adopt the final Official Statement and will furnish the Successful Bidder with an electronic copy of the final
Official Statement within seven business days of the acceptance of the Successful Bidder's proposal in order to
comply with Rule 15c2 -12(b)(4) of the Securities and Exchange Commission and Rule G-32 of the Municipal
Securities Rulemaking Board (collectively, the "Rules"). The City's acceptance of the Successful Bidder's
proposal for the purchase of the Bonds, including electronic acceptance through PARITY®, shall constitute a
contract between the City and the Successful Bidder for purposes of said Rules.
-7-
Continuing Disclosure. The City covenants and agrees to enter into a continuing disclosure
undertaking to provide ongoing disclosure about the City for the benefit of the bondholders on or before the
date of delivery of the Bonds as required by Section (b)(5)(i) of Rule 15c2-12 of the Securities and Exchange
Commission. See the Preliminary Official Statement for statements about the City's compliance with
undertakings previously entered into by the City pursuant to Rule 15c-2-12 and for the form of such continuing
disclosure undertaking.
CUSIP Numbers. It is anticipated that CUSIP numbers will be assigned to and printed on the Bonds
and the Successful Bidder agrees by submitting its bid proposal to pay the costs thereof. In no event will the
City, Bond Counsel or the Financial Advisor be responsible for the review of or express any opinion that the
CUSIP numbers are correct. Incorrect CUSIP numbers on the Bonds shall not be cause for the Successful
Bidder to refuse to accept delivery of the Bonds.
Additional Information. Additional information regarding the Bonds may be obtained from the
Financial Advisor, Piper Jaffray & Co., 11635 Rosewood Street, Leawood, Kansas, 66211, Attention: Todd
Goffoy, Office: (913) 345-3373, Mobile: (913) 201-3270, Email: a.t.goffoy(a,pjc.com or Matt Courtney,
Office: (913) 345-3355, Email: Matthew.T.Courtney(cr�,pjc.com.
DATED this day of November, 2019.
ATTEST:
By:
City Clerk
-8-
CITY OF JEFFERSON, MISSOURI
By:
Mayor
EXHIBIT A
TO NOTICE OF BOND SALE
FORM OF UNDERWRITER'S RECEIPT FOR BONDS AND REPRESENTATIONS
$[Principal Amount]
CITY OF JEFFERSON, MISSOURI
SPECIAL OBLIGATION IMPROVEMENT BONDS
(PARKS SYSTEM PROJECT)
SERIES 2019
The undersigned, on behalf of (the "Original Purchaser"), as the Original
Purchaser and an Underwriter of the above-described bonds (the "Bonds"), being issued on the date of this
Certificate by the City of Jefferson, Missouri (the "City"), certifies and represents as follows:
1. Receipt for Bonds. The Original Purchaser acknowledges receipt on the date hereof of all of
the Bonds, consisting of fully registered Bonds numbered from 1 consecutively upward in denominations of
$5,000 or integral multiples thereof in a form acceptable to the Original Purchaser. Each of said Bonds has
been signed by the manual or facsimile signature of the Mayor of the City and attested by the manual or
facsimile signature of the City Clerk of the City, with the City's official seal affixed or imprinted thereon, and
has been authenticated by the manual signature of an authorized officer or signatory of UMB Bank, N.A., as
the paying agent for the Bonds. the
2. Issue Price.
(a) Public Offering. The Original Purchaser offered all of the Bonds to the Public (as defined
below) in a bona fide initial offering.
(b) Reasonably Expected Initial Offering Price. As of the sale date of the Bonds (
), the reasonably expected initial offering prices of the Bonds to the Public by the Original Purchaser are
the prices listed in Attachment A (the "Expected Offering Prices"). The Expected Offering Prices are the
prices for the Maturities of the Bonds used by the Original Purchaser in formulating its bid to purchase the
Bonds.
ALTERNATIVE LANGUAGE IF COMPETITIVE SALES REQUIREMENTS ARE NOT MET:
[***(a) Public Offering. The Original Purchaser has offered all the Bonds to the Public in a bona fide
initial offering to the Public at the offering prices listed on Attachment A (the "Initial Offering Prices").
Included in Attachment A is a copy of the pricing wire or similar communication used to document the initial
offering of the Series 2019 Bonds to the Public at the Initial Offering Prices.
(b) Sale Prices. As of the date of this Certificate, for each Maturity, the price or prices at which
the first 10% of such Maturity was sold to the Public is the respective price or prices listed in Attachment B
and all of the Series 2019 Bonds comprising the first 10% of sales for each Maturity were sold at the same
price [**, except for the Maturit[y][ies]. With respect to the Maturit[y][ies], (i) less than
10% of such Maturit[y][ies] have been sold to the Public, and (ii) promptly following the date that the first
10% of such Maturit[y][ies] is sold to the Public, the Original Purchaser will execute a supplemental certificate
in substantially the same form as this Certificate, including, a schedule substantially similar to Attachment B
Exhibit A - 1
to this Certificate showing the price or prices at which the first 10% of [**each**] such Maturity was sold to
the Public.**]***]
(c) Defined Terms.
(i) The term "Maturity" means Bonds with the same credit and payment terms. Bonds
with different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate maturities.
(ii) The term "Public" means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related party" is defined in U.S. Treasury Regulation § 1.150-1(b) which
generally provides that the term related party means any two or more persons who have a greater than
50 percent common ownership, directly or indirectly.
(iii) The term "Underwriter" means (A) any person that agrees pursuant to a written
contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of the Bonds to the Public, and (B) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (A) of this paragraph to participate in
the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third -
party distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this Certificate are limited to factual matters only. Nothing in this
Certificate represents the Original Purchaser's interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the certifications contained herein will be relied upon by the City in executing
and delivering the Federal Tax Certificate and with respect to compliance with the federal income tax rules
affecting the Bonds and by Gilmore & Bell, P.C., as Bond Counsel to the City, in rendering its opinion relating
to the exclusion from federal gross income of the interest on the Bonds and other federal income tax advice
that it may give to the City from time to time relating to the Bonds.
[ORIGINAL PURCHASER]
By:
Title:
Exhibit A - 2
Exhibit A - 3
Attachment A
Expected Offering Prices
{Attach Initial Offering Prices Used in Formulating Bid}
Exhibit A - 4
[**ATTACHMENTS IF COMPETITIVE SALES REQUIREMENTS ARE NOT MET**]
Attachment A
Initial Offering Price Documentation
[Attach Pricing Wire or Other Offering Price Documentation]
Exhibit A - 5
Attachment B
Sale Price Documentation
[Attach Actual Sales Data Certification or Documentation]
Exhibit A - 6
EXHIBIT E
TO ORDINANCE
FORM OF PRELIMINARY OFFICIAL STATEMENT
Gilmore & Bell, P.C.
Draft v3 — October 29, 2019
PRELIMINARY OFFICIAL STATEMENT
CITY OF JEFFERSON, MISSOURI
$7,045,000*
SPECIAL OBLIGATION IMPROVEMENT BONDS
(PARKS SYSTEM PROJECT)
SERIES 2019
* Preliminary, subject to change.
w w • PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER , 2019
0
o E
oy NEW -ISSUE S&P RATING: "[ 1"
>.• ; BOOK ENTRY ONLY See "RATING" herein.
m U
ck
In the opinion of Gilmore & Bell, P.C., Bond Counsel to the City, under existing law and assuming continued compliance with
certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on the Bonds (including any original
m n issue discount properly allocable to an owner thereof) (1) is excludable from gross income for federal income tax purposes, and is not
> 046 an item of tax preference for purposes of the federal alternative minimum tax and (2) is exempt from income taxation by the State of
2 m Missouri. The Bonds have not been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Ncam
Code. See the caption captioned "TAX MATTERS" in this Official Statement.
o
o
o 0 CITY OF JEFFERSON, MISSOURI
U-
c.� $7,045,000*
o a SPECIAL OBLIGATION IMPROVEMENT BONDS
a "
a (PARKS SYSTEM PROJECT)
o 0
moSERIES 2019
E8- Dated: Date of Issuance Due: September 1, as shown on inside cover page
moo
o The Special Obligation Improvement Bonds (Parks System Project), Series 2019 (the "Bonds"), will be issued by the
NCity of Jefferson, Missouri (the "City"), for the purpose of providing funds to pay (1) costs of various improvements to the City's
N y a, parks and recreation system, as further described herein under the section herein captioned "PLAN OF FINANCING - The
o
Project" and (2) costs related to the issuance of the Bonds.
The Bonds and the interest thereon will constitute special obligations of the City payable solely from amounts
wappropriated in each Fiscal Year (defined herein) (1) out of the income and revenues of the City provided for such Fiscal
c 053 E.mm Year, plus (2) any unencumbered balances from previous Fiscal Years. The City is not obligated to make any such annual
m .(7) z appropriation. The Bonds do not constitute general obligations or indebtedness of the City within the meaning of any
0 0 constitutional or statutory limitation or provision, and the City does not pledge its full faith and credit and is not obligated to
levy taxes or resort to any other moneys or property of the City to pay the principal of and interest on the Bonds. The fiscal
.E o year of the City begins on each November 1 and ends on October 31 (each a "Fiscal Year").
X7,3
8 a o The Bonds will be issued as fully registered bonds without coupons, and, when issued, will be registered in the name of
° w Cede & Co., as Bondowner (defined herein) and nominee for the Depository Trust Company ("DTC"), New York, New York.
oDTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book -entry only form, in the
N denominations of $5,000 or integral multiples thereof. Purchasers will not receive certificates representing their interests in
2 0:0 Bonds purchased. So long as Cede & Co. as nominee of DTC, is the Bondowner, references herein to the Bondowners or
CO 0
Registered Owners will mean Cede & Co., as aforesaid, and will not mean the Beneficial Owners (as defined herein) of the
.` (g=a' Bonds. See the section captioned "THE BONDS—Book-Entry Only System" herein and Appendix E to this Official
CD
e 0 Statement.
17.5
a) o.0
cc 7
.E �, co Principal of the Bonds will be paid on September 1 in the years in which the Bonds mature (see the inside cover page of
8 ? this Official Statement). Interest on the Bonds is payable semiannually on each March 1 and September 1, commencing March 1,
o 2020. So long as DTC or its nominee, Cede & Co., is the Bondowner, DTC will receive all payments with respect to the Bonds
m E from UMB Bank, N.A., St. Louis, Missouri, as paying agent for the Bonds. DTC is required to remit such payments to DTC
Eotq
o o Participants (defined herein). Distribution of such payments to Beneficial Owners is the responsibility of Direct Participants
.s = ti (defined herein) and Indirect Participants (defined herein), as more fully described in Appendix E to this Official Statement.
m - =o
c r The Bonds are subject to optional redemption prior to maturity as further described herein. See the section captioned
ea
.> "THE BONDS - Redemption Provisions" in this Official Statement.
CD m
a The Bonds are offered when, as and if issued by the City, subject to the approval of legality by Gilmore & Bell, P.C.,
`o mg Kansas City, Missouri, as Bond Counsel to the City. Gilmore & Bell, P.C. will also pass upon certain matters relating to this
8 Official Statement. It is expected that the Bonds will be available for delivery in book -entry form through DTC, New York, New York
oy
y on or about December [ 7, 2019.
coo o Bids for the Bonds will only be received electronically through PARITY electronic bid submission system until 11:00
1,,m A.M., Central Daylight Time, on November 20, 2019.
-N
w mc
1 -.Em
* Preliminary, subject to change.
The date of this Official Statement is November , 2019.
$7,045,000*
CITY OF JEFFERSON, MISSOURI
SPECIAL OBLIGATION IMPROVEMENT BONDS
(PARKS SYSTEM PROJECT)
SERIES 2019
MATURITY SCHEDULE*
Maturity Principal Interest
September 1 Amount Rate Yield Price CUSIP
2020 $255,000
2021 250,000
2022 260,000
2023 265,000
2024 275,000
2025 280,000
2026 295,000
2027 310,000
2028 325,000
2029 340,000
2030 355,000
2031 365,000
2032 380,000
2033 395,000
2034 415,000
2035 430,000
2036 440,000
2037 455,000
2038 470,000
2039 485,000
Preliminary, subject to change.
CITY OF JEFFERSON, MISSOURI
320 E. McCarty Street
Jefferson City, Missouri 65101
(573) 634-6300
CITY OFFICIALS
Mayor
Carrie Tergin
City Council Members
Rick Prather, Councilmember Ward 1
J. Rick Mihalevich, Councilmember Ward 2
Erin L. Wiseman, Councilmember Ward 3
Carlos M. Graham, Councilmember Ward 4
Mark Schreiber, Councilmember Ward 5
David Kemna, Councilmember Ward 1
Laura A. Ward, Councilmember Ward 2
Ken Hussey, Councilmember Ward 3
Ron L. Fitzwater, Councilmember Ward 4
Jon Hensley, Councilmember Ward 5
Administrative Officials
Steven S. Crowell, Jr., City Administrator
Ryan Moehlman, City Counselor
Phyllis Powell, City Clerk
Margaret Mueller, Director of Finance
Todd Spalding, Director of Parks, Recreation & Forestry
BOND COUNSEL
Gilmore & Bell, P.C.
Kansas City, Missouri
FINANCIAL ADVISOR
Piper Jaffray & Co.
Leawood, Kansas
PAYING AGENT
UMB Bank, N.A.,
St. Louis, Missouri
REGARDING USE OF THIS OFFICIAL STATEMENT
No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any
information or to make any representations with respect to the Bonds other than those contained in this Official Statement,
and, if given or made, such other information or representations must not be relied upon as having been authorized by any
of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer,
solicitation or sale. The information set forth herein has been furnished by the City and other sources which are believed
to be reliable, but such information is not guaranteed as to accuracy or completeness, and is not to be construed as a
representation, by the Underwriter. The information and expressions of opinion herein are subject to change without
notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the City since the date hereof.
The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction,
but the Underwriter does not guarantee the accuracy or completeness of that information.
In connection with this offering, the Underwriter may overallot or effect transactions that stabilize or maintain
the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if
commenced, may be discontinued at any time.
The Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of
1933, as amended, or under any state securities or "blue sky" laws. The Bonds are offered pursuant to an exemption from
registration with the Securities and Exchange Commission.
CAUTIONARY STATEMENTS REGARDING FORWARD-
LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT
Certain statements included in or incorporated by reference in this Official Statement that are not purely
historical are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the
United States Securities Act of 1933, as amended, and reflect the City's current expectations, hopes, intentions, or
strategies regarding the future. Such statements may be identifiable by the terminology used such as "plan," "expect,"
"estimate," "budget," "intend" or other similar words.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS
DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INCLUDED IN
SUCH RISKS AND UNCERTAINTIES ARE (i) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE
UNDERLYING ASSUMPTIONS AND ESTIMATES, (ii) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL,
ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES, AND
(iii) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING
CUSTOMERS, SUPPLIERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND
OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING
INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE,
AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR
IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT
THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT WILL PROVE TO BE
ACCURATE.
UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT ARE BASED ON
INFORMATION AVAILABLE TO THE CITY ON THE DATE HEREOF, AND THE CITY ASSUMES NO
OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN ITS
EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE
BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS SET FORTH IN APPENDIX D - FORM OF
CONTINUING DISCLOSURE UNDERTAKING.
TABLE OF CONTENTS
Page
INTRODUCTION 1
Purpose of the Official Statement 1
The City 1
The Bonds 1
Security and Sources of Payment 1
Financial Statements 2
Summary of the Bond Ordinance 2
Continuing Disclosure Information 2
PLAN OF FINANCING 2
Authorization and Purpose of the Bonds 2
The Project 3
Sources and Uses of Funds 3
THE BONDS 3
General Description 3
Redemption Provisions 4
Registration, Transfer and Exchange of
Bonds 5
Book -Entry Only System 6
SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS 6
RISK FACTORS 7
Limited Obligations 7
Revenue Sources 7
Secondary Market Prices and Liquidity 8
No Credit Enhancement or Reserve Fund 8
Rating 8
Enforcement of Remedies 8
Amendment of the Bond Ordinance 9
Tax -Exempt Status and Risk of Audit 9
Page
Other Factors Affecting the City 10
LEGAL MATTERS 11
Legal Proceedings 11
Approval of Legality 11
TAX MATTERS 11
RATING 13
CONTINUING DISCLOSURE 13
MISCELLANEOUS 14
Financial Statements 14
Financial Advisor 14
Underwriting 14
Certification and Other Matters Regarding
Official Statement 14
APPENDIX A: City of Jefferson, Missouri
APPENDIX B: City of Jefferson, Missouri
Comprehensive Annual Financial Report with
Independent Auditor's Report for the Year
Ended October 31, 2018
APPENDIX C: Summary of the Bond Ordinance
APPENDIX D: Form of Continuing Disclosure
Undertaking.
APPENDIX E: Book -Entry Only System
OFFICIAL STATEMENT
$7,045,000*
CITY OF JEFFERSON, MISSOURI
SPECIAL OBLIGATION IMPROVEMENT BONDS
(PARKS SYSTEM PROJECT)
SERIES 2019
INTRODUCTION
This introduction is only a brief description and summary of certain information contained in this
Official Statement and is qualified in its entirety by reference to more complete and detailed information
contained in the entire Official Statement, including the cover page and appendices hereto, and the documents
summarized or described herein. A full review should be made of the entire Official Statement.
Purpose of the Official Statement
The purpose of this Official Statement is to furnish information relating to (1) the City of Jefferson,
Missouri (the "City") and (2) the Special Obligation Improvement Bonds (Parks System Project), Series 2019
(the "Bonds"), to be issued by the City in the aggregate principal amount of $7,045,000*.
The City
The City is the capital of the State of Missouri and county seat of Cole County, Missouri. The City is
a home rule charter city and political subdivision of the State of Missouri, organized, existing and operating
under the constitution and laws of the State of Missouri and the City Charter, originally adopted in 1986, and
exercises powers of municipal government specifically granted by the State of Missouri. For more information
about the City, see Appendix A and Appendix B to this Official Statement.
The Bonds
The Bonds are being issued pursuant to an ordinance to be passed by the City Council of the City on
November 18, 2019 (the "Bond Ordinance") for the purpose of (1) paying the costs of various improvements to
the City's parks and recreation system (the "Parks System"), and (2) paying costs related to the issuance of the
Bonds. See the sections captioned "THE BONDS" and "PLAN OF FINANCING" in this Official Statement.
Security and Source of Payment
The payment of the principal of and interest on the Bonds is subject to annual appropriation by the City
Council. The City Council is not required or obligated to make any such appropriation. No property of the City
is pledged or encumbered, and no reserve fund has been established, to secure payment of the Bonds.
The Bonds and the interest thereon will constitute special obligations of the City payable solely from
amounts appropriated in each Fiscal Year (defined herein) (1) out of the income and revenues of the City
provided for such Fiscal Year, plus (2) any unencumbered balances from previous Fiscal Years. The City is not
obligated to make any such annual appropriation.
* Preliminary, subject to change.
The Bonds do not constitute general obligations or indebtedness of the City within the meaning of any
constitutional or statutory limitation or provision, and the City does not pledge its full faith and credit and is not
obligated to levy taxes or resort to any other moneys or property of the City to pay the principal of and interest on
the Bonds. The fiscal year of the City begins on each November 1 and ends on October 31 (each a "Fiscal
Year"). See the section captioned "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" in
this Official Statement.
Financial Statements
Audited financial statements of the City as of and for the Fiscal Year ended October 31, 2018, are
included in the City's Comprehensive Annual Financial Report in Appendix B to this Official Statement.
These financial statements have been audited by Evers & Company, CPA's, L.L.C., Jefferson City, Missouri,
independent certified public accountants, to the extent and for the periods indicated in their report, which is also
included in Appendix B to this Official Statement.
Summary of the Bond Ordinance
A summary of the Bond Ordinance, including definitions of certain capitalized words and terms used
in this Official Statement and in the Bond Ordinance, is included in Appendix C - "Summary of the Bond
Ordinance" to this Official Statement. Such summary and definitions do not purport to be complete,
comprehensive or definitive and is qualified in its entirety by reference thereto. All references herein to the
Bond Ordinance are qualified in their entirety by reference to the Bond Ordinance. Copies of the Bond
Ordinance and this Official Statement may be viewed at the office of the City's financial advisor, Piper Jaffray
& Co., 11635 Rosewood Street, Leawood, Kansas 66211, (913) 345-3373, or will be provided to any
prospective purchaser requesting the same. All capitalized terms used in this Official Statement and not
otherwise defined in this Official Statement have the meanings assigned to those terms in the Bond Ordinance.
Continuing Disclosure Information
The City has agreed to provide certain annual financial information and notices of certain
enumerated material events to the Municipal Securities Rulemaking Board (the "MSRB") via the
Electronic Municipal Market Access system ("EMMA"), in accordance with Rule 15c2-12 promulgated
by the Securities and Exchange Commission (the "Rule"). Pursuant to a Continuing Disclosure
Undertaking, the City has agreed to provide to the MSRB via EMMA the annual financial information
and notices of certain enumerated material events in compliance with the Rule. For further details, see
the section captioned "CONTINUING DISCLOSURE" herein and Appendix D - "Form of
Continuing Disclosure Undertaking" to this Official Statement.
PLAN OF FINANCING
Authorization and Purpose of the Bonds
The Bonds are authorized pursuant to and in full compliance with the Constitution and statutes of the
State of Missouri, the City's Charter and the Bond Ordinance. The Bonds are being issued for the purpose of (1)
paying the costs of various improvements to the City's Parks System as further detailed under the section
captioned "PLAN OF FINANCING - The Project" (below) and (2) paying costs related to the issuance of the
Bonds.
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The Project [**TO BE UPDATED**]
The Bonds are being issued for the purpose of paying the costs of various improvements, renovations,
expansions, repairs, replacements and additions to the City's Parks System, including
[ ] (collectively, the "Project"). The estimated aggregate cost of the Project is
In accordance with the Bond Ordinance, proceeds from the sale of the Bonds will be deposited by the
City in the Project Fund established under the Bond Ordinance. Such proceeds will be used by the City solely
to pay costs of issuing the Bonds and to pay costs of the Project, in accordance with the plans and
specifications for said Project. Construction of the Project will begin in [ ] and is estimated to be
completed by [ ].
Sources and Uses of Funds
The following table summarizes the estimated sources of funds, including the proceeds from the sale of
the Bonds, and the expected uses of such funds, in connection with the plan of financing:
Sources of Funds:
Principal amount of the Bonds
[Net] reoffering [premium]/[discount]
Total
Uses of Funds:
Deposit to Project Fund
Costs of issuance for the Bonds(')
Total
(1) Includes Underwriter's discount of $
THE BONDS
$7,045,000.00*
The following is a summary of certain terms and provisions of the Bonds. Reference is hereby made
to the Bonds and the provisions with respect thereto in the Bond Ordinance for the detailed terms and
provisions thereof.
General Description
The Bonds are being issued in the aggregate principal amount of $7,045,000*. The Bonds are dated as
of the date of original delivery of and payment for such Bonds and the principal is payable on September 1 in
the years and in the principal amounts set forth on the inside cover page hereof, subject to redemption and
payment prior to maturity, upon the terms and conditions described under the section herein captioned "THE
BONDS — Redemption Provisions." Interest on the Bonds is calculated at the rates per annum set forth on
the inside cover page, computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds shall
consist of fully -registered bonds in denominations of $5,000 or any integral multiple thereof. Interest on the
Bonds is payable from the date thereof or the most recent date to which said interest has been paid and is
payable semiannually on March 1 and September 1 (each an "Interest Payment Date"), beginning March 1,
2020.
* Preliminary, subject to change.
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The interest payable on each Bond on any Interest Payment Date will be paid to the person in whose
name such Bond is registered (the "Registered Owner" or "Owner") as shown on the registration books
(the "Bond Register") at the close of business on the 15th day (whether or not a Business Day) of the calendar
month next preceding such Interest Payment Date (the "Record Date") for such interest (1) by check or draft
mailed by UMB Bank, N.A., St. Louis, Missouri, as paying agent for the Bonds (the "Paying Agent"), to the
address of such Registered Owner shown on the Bond Register or such other address furnished to the Paying
Agent in writing by such Registered Owner, or (2) or, in the case of an interest payment to the Securities
Depository or any Registered Owner, by electronic transfer to such Registered Owner upon written notice
signed by such Registered Owner and given to the Paying Agent not less than 15 days prior to the Record Date
for such interest, containing the electronic transfer instructions including the name and address of the bank
(which shall be in the continental United States), its ABA routing number and the account number to which
such Registered Owner wishes to have such transfer directed, and an acknowledgment that an electronic
transfer fee may be applicable.
The principal or Redemption Price (as defined herein) of each Bond will be paid at Maturity by check
or draft to the Registered Owner at the Maturity thereof, upon presentation and surrender of such Bond at the
principal payment office of the Paying Agent, or such other office designated by the Paying Agent.
Redemption Provisions
Optional Redemption. At the option of the City, the Bonds or portions thereof maturing on
September 1, 20, and thereafter will be subject to redemption and payment prior to maturity, on September
1, 20, and thereafter in whole or in part at any time at the redemption price of 100% of the principal
amount thereof, plus accrued interest to the redemption date.
Selection of Bonds for Redemption. Bonds shall be redeemed only in the principal amount of $5,000
or any integral multiple thereof. When less than all of the Outstanding Bonds are to be redeemed, such Bonds
shall be redeemed from maturities selected by the City, and Bonds of less than a full maturity shall be selected
by the Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent may
determine.
In the case of a partial redemption of Bonds at the time Outstanding in denominations 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 denomination of $5,000. If it is determined that one or more, but not all,
of the $5,000 units of face value represented by any Bond are selected for redemption, then upon notice of
intention to redeem such $5,000 unit or units, the Registered Owner of such Bond or the Registered Owner's
duly authorized agent shall present and surrender such Bond to the Paying Agent (1) for payment of the price
which such Bonds are to be redeemed (the "Redemption Price") and interest to the date fixed for redemption
(the "Redemption Date") of such $5,000 unit or units of face value called for redemption, and (2) for
exchange, without charge to the Registered Owner thereof, for a new Bond or Bonds of the aggregate principal
amount of the unredeemed portion of the principal amount of such Bond. If the Registered Owner of any such
Bond shall fail to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond
shall, nevertheless, become due and payable on the Redemption Date to the extent of the $5,000 unit or units
of face value called for redemption (and to that extent only).
Notice of Call for Redemption. Unless waived by any Registered Owner of Bonds to be redeemed,
official notice of any redemption shall be given by the Paying Agent on behalf of the City by mailing a copy of
an official redemption notice by first class mail at least 20 days prior to the Redemption Date to the
Underwriter of the Bonds and each Registered Owner of the Bonds to be redeemed at the address shown on the
Bond Register.
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With respect to optional redemptions, such notice may be conditioned upon moneys being on deposit
with the Paying Agent on or prior to the Redemption Date in an amount sufficient to pay the Redemption Price
on the Redemption Date. If such notice is conditional and either the Paying Agent receives written notice from
the City that moneys sufficient to pay the Redemption Price will not be on deposit on the Redemption Date, or
such moneys are not received on the Redemption Date, then such notice shall be of no force and effect, the
Paying Agent shall not redeem such Bonds and the Paying Agent shall give notice, in the same manner in
which the notice of redemption was given, that such moneys were not or will not be so received and that such
Bonds will not be redeemed.
The failure of any Registered Owner to receive notice given as heretofore provided or any defect
therein shall not invalidate any redemption.
So long as DTC is effecting book -entry transfers of the Bonds, the Paying Agent shall provide the
notices specified in the Bond Ordinance to DTC. It is expected that DTC will, in turn, notify its Participants
and that the Participants, in turn, will notify or cause to be notified the Beneficial Owners. Any failure on the
part of DTC or a Participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been
mailed notice from the Paying Agent, a Participant or otherwise) to notify the Beneficial Owner of the Bond so
affected, will not affect the validity of the redemption of such Bond. See Appendix E - "Book -Entry Only
System" to this Official Statement.
Effect of Call for Redemption. Official notice of redemption having been given as provided in the
Bond Ordinance, the Bonds or portions of Bonds to be redeemed shall become due and payable on the
Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless
the City defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price
of such Bonds shall be paid by the Paying Agent. Installments of interest due on or prior to the Redemption
Date shall be payable as provided in the Bond Ordinance for payment of interest. Upon surrender for any
partial redemption of any Bond, the Paying Agent shall prepare for the Registered Owner a new Bond or
Bonds of the same Stated Maturity in the amount of the unpaid principal as provided in the Bond Ordinance.
All Bonds that have been surrendered for redemption shall be canceled and destroyed by the Paying Agent
pursuant to the Bond Ordinance and shall not be reissued.
The failure of any Registered Owner to receive notice given as heretofore provided or any defect
therein shall not invalidate any redemption.
Registration, Transfer and Exchange of Bonds
The City will cause the Bond Register to be kept at the principal office of the Paying Agent for the
registration, transfer and exchange of Bonds as provided in the Bond Ordinance. Each Bond when issued shall be
registered in the name of the Owner thereof on the Bond Register.
Bonds may be transferred and exchanged only on the Bond Register as provided in the Bond Ordinance.
Upon surrender of any Bond at the principal payment office of the Paying Agent, the Paying Agent shall transfer
or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same Stated Maturity
and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds
presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or
authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly
executed by the Registered Owner thereof or by the Registered Owner's duly authorized agent.
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In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying Agent
shall authenticate and deliver Bonds in accordance with the provisions of the Bond Ordinance. The City shall
pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds provided for
in the Bond Ordinance and the cost of printing a reasonable supply of registered bond blanks. Any additional
costs or fees that might be incurred in the secondary market, other than fees of the Paying Agent, are the
responsibility of the Registered Owners of the Bonds. In the event any Registered Owner fails to provide a
correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such
Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure.
The City and the Paying Agent shall not be required (a) to register the transfer or exchange of any Bond
after notice calling such Bond or portion thereof for redemption has been given or during the period of fifteen
days next preceding the first mailing of such notice of redemption; or (b) to register the transfer or exchange of
any Bond during a period beginning at the opening of business on the day after receiving written notice from the
City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of
Defaulted Interest pursuant the Bond Ordinance.
Book -Entry Only System
Ownership interests in the Bonds will be available to purchasers only through a book -entry only
system (the "Book -Entry Only System") described in Appendix E - "Book -Entry Only System" to this
Official Statement.
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
The Bonds are special obligations of the City payable solely from amounts appropriated by the City in
each Fiscal Year (1) out of the income and revenues provided for such Fiscal Year plus (2) any unencumbered
balances from previous Fiscal Years. The Bonds do not constitute general obligations or indebtedness of
the City within the meaning of any constitutional, statutory or City Charter limitation or provision, and
the City does not pledge its full faith and credit and is not obligated to levy taxes or resort to any other
moneys or property of the City to pay the principal of and interest on the Bonds.
The payment of the principal of and interest on the Bonds is subject to an annual appropriation by the
City Council. Pursuant to the Bond Ordinance, the City Council has directed the City Administrator, the
Director of Finance or any other officer of the City at any time charged with the responsibility of formulating
budget proposals to include in each annual budget an appropriation of the amount necessary (after taking into
account any moneys legally available for such purpose) to pay debt service on the Bonds. However, the City
Council is not required or obligated to make any such annual appropriation and the decision whether or not to
appropriate such funds will be solely within the discretion of the then current City Council. No property of the
City is pledged or encumbered, and no reserve fund has been established, as security for payment of the Bonds.
It is the current intention of the City to satisfy its obligation to make debt service payments on the
Bonds, subject to annual appropriation by the City Council, from revenues generated by the City's 0.50% local
parks sales tax. However, the City's obligation to make such debt service payments is not limited to the
revenues generated from the 0.50% local parks sales tax, and such 0.50% local parks sales tax revenues are not
and cannot be pledged to the payment of the Bonds. See the section captioned "RISK FACTORS - Revenue
Sources" herein and the section captioned "TAX INFORMATION - Sales Tax Collections" in Appendix A
to this Official Statement.
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RISK FACTORS
The following section describes certain risk factors affecting the payment of and security for the Bonds.
The following discussion of risks is not meant to be an exhaustive list of the risks associated with the purchase of
Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors are
advised to consider the following factors along with all other information in this Official Statement in evaluating
the Bonds. There can be no assurance that other risk factors will not become material in the future.
Limited Obligations
THE BONDS DO NOT GIVE RISE TO A GENERAL OBLIGATION OR OTHER
INDEBTEDNESS OF THE CITY, THE STATE OF MISSOURI, OR ANY OTHER POLITICAL
SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY
OR CITY CHARTER DEBT LIMITATION OR PROVISION.
THE BONDS SHALL BE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY
FROM THE ANNUAL APPROPRIATION OF FUNDS BY THE CITY FOR THAT PURPOSE. IN
EACH FISCAL YEAR, PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS SHALL
BE MADE SOLELY FROM THE AMOUNTS APPROPRIATED THEREFOR (1) OUT OF THE
INCOME AND REVENUES OF THE CITY PROVIDED FOR SUCH FISCAL YEAR PLUS (2) ANY
UNENCUMBERED BALANCES FOR PREVIOUS FISCAL YEARS, AND THE DECISION
WHETHER TO MAKE SUCH APPROPRIATION EACH YEAR SHALL BE WITHIN THE SOLE
DISCRETION OF THE THEN CURRENT CITY COUNCIL. SUBJECT TO THE PRECEDING
SENTENCE, THE OBLIGATIONS OF THE CITY TO MAKE PAYMENTS HEREUNDER AND TO
PERFORM AND OBSERVE ANY OTHER COVENANT AND AGREEMENT CONTAINED IN THE
BOND ORDINANCE SHALL BE ABSOLUTE AND UNCONDITIONAL.
IF THE CITY FAILS TO APPROPRIATE AMOUNTS SUFFICIENT TO PAY THE
PRINCIPAL AND INTEREST ON THE BONDS IN ANY FISCAL YEAR, NO OTHER FUNDS OR
PROPERTY WILL BE AVAILABLE TO PAY SUCH PRINCIPAL AND INTEREST. NO PROPERTY
OF THE CITY IS PLEDGED OR ENCUMBERED, NOR HAS ANY RESERVE FUND BEEN
ESTABLISHED, TO SECURE PAYMENT OF THE BONDS.
Revenue Sources
At an election held in the City in April 2005, the required majority of the qualified voters in the City
approved the 0.50% local parks sales tax ("0.50% Local Parks Sales Tax") for the purpose of funding parks
and recreation programs and facilities for the City, which became effective on October 1, 2005.
It is the current intention of the City to pay principal of and interest on the Bonds from revenues
generated by the 0.50% Local Parks Sales Tax. However, the payments of principal of and interest on the
Bonds is not limited to revenues generated by the 0.50% Local Parks Sales Tax, and such revenues
generated by the 0.50% Local Parks Sales Tax are not, and cannot be, pledged to the payment of
principal of and interest on the Bonds. In each Fiscal Year, payments of principal of and interest due on
the Bonds will be made solely from amounts appropriated by the City Council for that purpose (1) out
of the income and revenues of the City for such Fiscal Year, which may include revenues generated by
the City's 0.50% Local Parks Sales Tax, plus (2) any unencumbered balances for previous Fiscal Years.
For more detailed information on the potential revenue sources, including the 0.50% Local Parks Sales Tax, see
the section captioned "TAX INFORMATION - Sales Tax Collections" in Appendix A attached to this Official
Statement.
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Secondary Market Prices and Liquidity
The Underwriter will not be obligated to repurchase any of the Bonds, and no representation is made
concerning the existence of any secondary market for the Bonds. No assurance is given that any secondary
market will develop following the completion of the offering of the Bonds and no assurance is given that the
initial offering price for the Bonds will continue for any period of time.
Prices of municipal securities in the secondary market are subject to adjustment upward and
downward in response to changes in the credit markets and changes in the operating performance or tax
collection patterns of issuers. Particularly, prices of outstanding municipal securities should be expected to
decline if prevailing market interest rates rise. Municipal securities are generally viewed as long-term
investments, subject to material unforeseen changes in the investor's or the issuer's circumstances, and may
require commitment of the investor's funds for an indefinite period of time, perhaps until maturity.
No Credit Enhancement or Reserve Fund
No debt service reserve fund will be funded and no financial guaranty insurance policy, letter of credit or
other credit enhancement will be issued to ensure payment of the Bonds. Accordingly, any potential purchaser of
the Bonds should consider the financial ability of the City to pay the Bonds.
Rating
S&P Global Ratings, a division of Standard & Poor's Financial Services LLC ("S&P"), has assigned
the Bonds the rating set forth under "RATING" in this Official Statement. Such rating reflects only the views
of S&P, and an explanation of the significance of such rating may be obtained therefrom. There is no assurance
that the rating will remain in effect for any given period of time or that they will not be revised, either downward
or upward, or withdrawn entirely, by S&P if, in their judgment, circumstances warrant. Any such downward
revisions or withdrawal of the rating may have an adverse effect on the market price of the Bonds.
Enforcement of Remedies
The enforcement of the remedies under the Bond Ordinance may be limited or restricted by federal or
State of Missouri laws or by the application of judicial discretion, and may be delayed in the event of litigation to
enforce the remedies. State of Missouri laws concerning the use of assets of political subdivisions and federal
and State of Missouri laws relating to bankruptcy, fraudulent conveyances, and rights of creditors may affect the
enforcement of remedies. Similarly, the application of general principles of equity and the exercise of judicial
discretion may preclude or delay the enforcement of certain remedies. The legal opinions to be delivered with the
issuance of the Bonds will be qualified as they relate to the enforceability of the various legal instruments by
reference to the limitations on enforceability of those instruments under (1) applicable bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of creditors' rights, (2) general principles of equity, and
(3) the exercise of judicial discretion in appropriate cases.
[Remainder of this page intentionally left blank.]
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Amendment of the Bond Ordinance
Certain amendments, effected by ordinance of the City, to the Bonds and the Bond Ordinance may be
made with the written consent of the Registered Owners of not less than a majority in principal amount of the
Bonds then outstanding. Such amendments may adversely affect the security of the owners of the Bonds;
provided that, no amendments may (1) extend the maturity of any payment of principal or interest due upon
any Bond; (2) effect a reduction in the amount which the City is required to pay as principal of or interest on
any Bond; (3) permit preference or priority of any Bond over any other Bond; or (4) reduce the percentage in
principal amount of Bonds required for the written consent to any modification or alteration of the provisions
of the Bond Ordinance without the written consent of the Registered Owners of all of the Bonds at the time
outstanding. The City may also amend or supplement the Bond Ordinance, without notice to or the consent of
any Registered Owners, for the purpose of curing any formal defect, omission, inconsistency or ambiguity
therein or in connection with any other change therein that is not materially adverse to the security of the
Registered Owners.
Tax -Exempt Status and Risk of Audit
The failure of the City to comply with certain covenants set forth in the Bond Ordinance could cause
the interest on the Bonds to become included in gross income for federal and State of Missouri income tax
purposes retroactive to the date of issuance of the Bonds. The Bond Ordinance does not provide for the
payment of any additional interest, redemption premium or penalty if the interest on the Bonds becomes
included in gross income for federal and Missouri income tax purposes. See the section captioned "TAX
MATTERS" in this Official Statement.
The Internal Revenue Service (the "IRS") has established an ongoing program to audit tax-exempt
obligations to determine whether interest on such obligations should be included in gross income for federal
income tax purposes. Owners of the Bonds are advised that, if an audit of the Bonds were commenced, the
IRS, in accordance with its current published procedures, is likely to treat the City as the taxpayer, and the
owners of the Bonds may not have a right to participate in such audit. Public awareness of any audit could
adversely affect the market value and liquidity of the Bonds during the pendency of the audit, regardless of the
ultimate outcome of the audit.
Loss of Premium from Redemption
Any person who purchases the Bonds at a price in excess of their principal amount or who holds such
Bonds trading at a price in excess of par should consider the fact that the Bonds are subject to redemption prior
to maturity at the redemption prices described under the section captioned "THE BONDS — Redemption
Provisions" in this Official Statement in the event such Bonds are redeemed prior to maturity.
Defeasance Risks
When all Bonds are deemed paid and discharged as provided in the Bond Ordinance, the requirements
contained in the Bond Ordinance and all other rights granted thereby will terminate with respect to the Bonds
or scheduled interest payments thereon so paid and discharged. Bonds or scheduled interest payments thereon
shall be deemed to have been paid and discharged within the meaning of the Bond Ordinance if there has been
deposited with the Paying Agent, or other commercial bank or trust company moneys and/or Defeasance
Obligations that, together with the interest to be earned on any such Defeasance Obligations, will be sufficient
for the payment of the Bonds to the Stated Maturity or prior Redemption Date. There is no legal requirement
in the Bond Ordinance that Defeasance Obligations be rated in the highest rating category by any rating
agency. Prices of municipal securities in the secondary market are subject to adjustment upward and
downward in response to changes in the credit markets, and that could include the rating of Bonds defeased
with Defeasance Obligations to the extent the Defeasance Obligations have a change or downgrade in rating.
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Cybersecurity Risks
The City relies on its information systems to provide security for processing, transmission and storage
of confidential personal, health-related, credit and other information. It is possible that the City's security
measures will not prevent improper or unauthorized access or disclosure of personally identifiable information
resulting from cyber -attacks. Security breaches, including electronic break-ins, computer viruses, attacks by
hackers and similar breaches can create disruptions or shutdowns of the City and the services it provides, or the
unauthorized disclosure of confidential personal, health-related, credit and other information. If personal or
otherwise protected information is improperly accessed, tampered with or distributed, the City may incur
significant costs to remediate possible injury to the affected persons, and the City may be subject to sanctions
and civil penalties if it is found to be in violation of federal or state laws or regulations. Any failure to
maintain proper functionality and security of information systems could interrupt the City's operations, delay
receipt of revenues, damage its reputation, subject it to liability claims or regulatory penalties and could have a
material adverse effect on its operations, financial condition and results of operations.
Pensions and Other Postemployment Benefits
The City participates in the Missouri Local Government Employees' Retirement System
("LAGERS"), an agent multiple -employer public employee retirement system that acts as a common
investment and administrative agent for local government entities in Missouri. As a LAGERS participant, the
City is required to contribute amounts at least equal to the actuarially determined rate, as established by
LAGERS, which rate is the estimated amount necessary to finance the cost of benefits earned by City
employees during the year, with an additional amount to finance an unfunded accrued liability. The City also
provides other postemployment benefits as part of the total compensation offered to attract and retain the
services of qualified employees. See the section captioned "FINANCIAL INFORMATION — Other
Postemployment Benefits" in Appendix A of this Official Statement. Future required contribution increases
to LAGERS or increases in the cost of providing the City's other postemployment benefits beyond the then
current Fiscal Year may require the City to increase its revenues, reduce its expenditures, or some combination
thereof, which may impact the City's operations or limit the City's ability to generate additional revenues in
the future.
Other Factors Affecting the City
One or more of the following factors or events could adversely affect the City's operations and
financial performance to an extent that cannot be determined at this time:
1. Changes in Administration. Changes in key administrative personnel could affect the
capability of management of the City.
2. Future Economic Conditions. Adverse economic conditions or changes in demographics in
the City, including increased unemployment and inability to control expenses in periods of
inflation, could adversely impact the City's financial condition.
3. Insurance Claims. Increases in the cost of general liability insurance coverage and the
amounts paid in settlement of liability claims not covered by insurance could adversely
impact the City's financial condition.
4. Natural Disasters. The occurrence of natural disasters, such as floods, droughts, tornadoes or
earthquakes, could damage the facilities of the City, interrupt services or otherwise impair
operations and the ability of the City to produce revenues.
5. Organized Labor Efforts. Efforts to organize employees of the City into collective bargaining
units could result in adverse labor actions or increased labor costs.
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LEGAL MATTERS
Legal Proceedings
As of the date hereof, 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 in connection with the authorization, issuance and sale of the Bonds, or the
constitutionality or validity of the Bonds or any of the proceedings had in relation to the authorization, issuance or
sale thereof, or the levy and collection of a tax which may provide a revenue source to pay, subject to annual
appropriation by the City Council, the principal and interest on the Bonds.
Approval of Legality
All legal matters incident to the authorization and issuance of the Bonds are subject to the approval of
Gilmore & Bell, P.C., Kansas City, Missouri, as bond counsel to the City. Gilmore & Bell, P.C., will also pass
upon certain legal matters relating to this Official Statement.
The various legal opinions to be delivered concurrently with the delivery of the Bonds express the
professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein.
By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of
professional judgment, of the transactions opined upon or of the future performance of parties to such
transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out
of the transaction.
TAX MATTERS
The following is a summary of the material federal and State of Missouri income tax consequences of
holding and disposing of the Bonds. This summary is based upon laws, regulations, rulings and judicial
decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary
does not discuss all aspects of federal income taxation that may be relevant to investors in light of their
personal investment circumstances or describe the tax consequences to certain types of owners subject to
special treatment under the federal income tax laws (for example, dealers in securities or other persons who do
not hold the Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax
deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Missouri, does
not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does not
deal with the tax treatment of persons who purchase the Bonds in the secondary market. Prospective investors
are advised to consult their own tax advisors regarding federal, state, local and other tax considerations of
holding and disposing of the Bonds.
Opinion of Bond Counsel
In the opinion of Gilmore & Bell, P.C., as bond counsel to the City ("Bond Counsel"), under the law
existing as of the issue date of the Bonds:
Federal and State of Missouri Tax Exemption. The interest on the Bonds (including any original
issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax
purposes and is exempt from income taxation by the State of Missouri.
Alternative Minimum Tax. The interest on the Bonds is not an item of tax preference for purposes of
computing the federal alternative minimum tax.
-11-
No Bank Qualification. The Bonds have not been designated as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code.
Bond Counsel's opinions are provided as of the date of the original issue of the Bonds, subject to the
condition that the City comply with all requirements of the Code that must be satisfied subsequent to the
issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for
federal income tax purposes. The City has covenanted to comply with all such requirements. Failure to
comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for
federal income tax purposes retroactive to the date of issuance of the Bonds. Bond Counsel is expressing no
opinion regarding other federal, state or local tax consequences arising with respect to the Bonds, but has
reviewed the discussion under the section captioned "TAX MATTERS" in this Official Statement.
Other Tax Consequences
Original Issue Discount. For federal income tax purposes, original issue discount is the excess of the
stated redemption price at maturity of a Bond over its issue price. The issue price of a Bond is generally the
first price at which a substantial amount of the Bonds of that maturity have been sold to the public. Under
Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. The
amount of original issue discount that accrues to an owner of a Bond during any accrual period generally
equals (1) the issue price of that Bond, plus the amount of original issue discount accrued in all prior accrual
periods, multiplied by (2) the yield to maturity on that Bond (determined on the basis of compounding at the
close of each accrual period and properly adjusted for the length of the accrual period), minus (3) any interest
payable on that Bond during that accrual period. The amount of original issue discount accrued in a particular
accrual period will be considered to be received ratably on each day of the accrual period, will be excludable
from gross income for federal income tax purposes, and will increase the owner's tax basis in that Bond.
Prospective investors should consult their own tax advisors concerning the calculation and accrual of original
issue discount.
Original Issue Premium. For federal income tax purposes, premium is the excess of the issue price of
a Bond over its stated redemption price at maturity. The issue price of a Bond is generally the first price at
which a substantial amount of the Bonds of that maturity have been sold to the public. Under Section 171 of
the Code, premium on tax-exempt bonds amortizes over the term of the Bond using constant yield principles,
based on the purchaser's yield to maturity. As premium is amortized, the owner's basis in the Bond and the
amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly
allocable to the owner, which will result in an increase in the gain (or decrease in the loss) to be recognized for
federal income tax purposes on sale or disposition of the Bond prior to its maturity. Even though the owner's
basis is reduced, no federal income tax deduction is allowed. Prospective investors should consult their own
tax advisors concerning the calculation and accrual of bond premium.
Sale, Exchange or Retirement of Bonds. Upon the sale, exchange or retirement (including
redemption) of a Bond, an owner of the Bond generally will recognize gain or loss in an amount equal to the
difference between the amount of cash and the fair market value of any property received on the sale, exchange
or retirement of the Bond (other than in respect of accrued and unpaid interest) and such owner's adjusted tax
basis in the Bond. To the extent a Bond is held as a capital asset, such gain or loss will be capital gain or loss
and will be long-term capital gain or loss if the Bond has been held for more than 12 months at the time of
sale, exchange or retirement.
Reporting Requirements. In general, information reporting requirements will apply to certain
payments of principal, interest and premium paid on the Bonds, and to the proceeds paid on the sale of the
Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding
tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification
of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any
backup withholding from a payment to an owner will be allowed as a credit against the owner's federal income
tax liability.
-12-
Collateral Federal Income Tax Consequences. Prospective purchasers of the Bonds should be aware
that ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers,
including, without limitation, fmancial institutions, property and casualty insurance companies, individual
recipients of Social Security or Railroad Retirement benefits, certain S corporations with "excess net passive
income," foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who
may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred
certain expenses allocable to the Bonds. Bond Counsel expresses no opinion regarding these tax
consequences. Purchasers of Bonds should consult their tax advisors as to the applicability of these tax
consequences and other federal income tax consequences of the purchase, ownership and disposition of the
Bonds, including the possible application of state, local, foreign and other tax laws.
RATING
S&P has assigned the Bonds the rating of "r f". Such rating reflects only the view of S&P at
the time the rating is given, and the City, the Financial Advisor and the Underwriter make no representation as
to the appropriateness of the rating or that the rating will not be changed, suspended or withdrawn.
The City has furnished S&P with certain information and materials relating to the Bonds and the City
that have not been included in this Official Statement. Generally, rating agencies base their ratings on the
information and materials so furnished and on investigations, studies and assumptions made by the rating
agencies. There is no assurance that a particular rating will be maintained for any given period of time or that
it will not be lowered or withdrawn entirely if, in the judgment of the rating agency originally establishing
such rating, circumstances so warrant. The Underwriter has not undertaken any responsibility to bring to the
attention of the holders of the Bonds any proposed revision or withdrawal of the rating of the Bonds or to
oppose any such proposed revision or withdrawal. Any such revision or withdrawal of the rating could have
an adverse effect on the market price and marketability of the Bonds.
CONTINUING DISCLOSURE
Pursuant to a Continuing Disclosure Undertaking (the "Disclosure Undertaking"), the City has
agreed to provide to the MSRB, via the EMMA system, not later than April 30th after the end of each Fiscal
Year, beginning with the City's Fiscal Year ended October 31, 2019, (1) the audited financial statements of the
City for the prior fiscal year and (2) certain operating data of the City in accordance with the Rule. The
financial statements of the City are audited by the City's independent certified public accountants. Under the
Disclosure Undertaking, the City has also agreed to provide prompt notice of the occurrence of certain
enumerated material events relating to the Bonds in compliance with the Rule. See also Appendix D - "Form
of Continuing Disclosure Undertaking" to this Official Statement.
The City has entered into prior undertakings under Rule. The City believes that in the past five years
it has complied in all material respects with its prior undertakings under the Rule.
The City has also approved a Tax and Securities Compliance Policy and Procedure dated May 5,
2014, setting forth policies and procedures to promote compliance with federal tax law and with the City's
continuing disclosure undertakings for all tax-exempt and other tax -advantaged obligations of the City after
issuance of such bonds and obligations.
In connection with the issuance of the City's Sewerage System Revenue Bonds, Series 2014, the City
entered into a five-year engagement with Gilmore & Bell, P.C., whereby Gilmore & Bell, P.C., assists the City
in preparing and submitting the City's Annual Reports on a timely basis to the MSRB, via EMMA.
-13-
MISCELLANEOUS
Financial Statements
The City's Comprehensive Annual Financial Report for the Fiscal Year Ended October 31, 2018,
which includes the audited financial statements of the City as of and for the Fiscal Year ended October 31,
2018, are included in Appendix B. These financial statements have been audited by Evers & Company, CPA's,
L.L.C., Jefferson City, Missouri, independent certified public accountants, to the extent and for the periods
indicated in their report which is also included in Appendix B.
Financial Advisor
Piper Jaffray & Co., Leawood, Kansas, is employed as financial advisor to the City to render certain
professional services, including advising the City on a plan of financing in connection with the planning,
structuring and issuance of the Bonds and various other debt related matters (the "Financial Advisor"). The
Financial Advisor will not be a manager or a member of any purchasing group submitting a proposal for the
purchase of the Bonds.
Underwriting
Based upon bids received by the City on November 20, 2019, the Bonds were awarded to
(the "Underwriter"). The Underwriter has agreed, subject to certain conditions, to
purchase the Bonds from the City at a purchase price of $ (equal to the par amount of the Bonds
plus/minus a net original issue premium/discount of $ , less an underwriting discount of
$ ). The Underwriter is purchasing the Bonds from the City for resale in the normal course of the
Underwriter's business activities. The Underwriter may sell certain of the Bonds at a price greater than such
purchase price, as shown on the inside cover page hereof. The Underwriter reserves the right to offer any of the
Bonds to one or more purchasers on such terms and conditions and at such price or prices as the Underwriter, in
its discretion, shall determine. The Underwriter reserves the right to join with dealers and other purchasers in
offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers (including dealers
depositing Bonds into investment trusts) at prices lower than the public offering prices.
Certification and Other Matters Regarding Official Statement
Information set forth in this Official Statement has been furnished or reviewed by certain officials of
the City, certified public accountants, and other sources, as referred to herein, which are believed to be reliable.
Any statements made in this Official Statement involving matters of opinion, estimates or projections, whether
or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made
that any of the estimates or projections will be realized. The descriptions contained in this Official Statement
of the Bonds and the Bond Ordinance do not purport to be complete and are qualified in their entirety by
reference thereto.
Simultaneously with the delivery of the Bonds, the Mayor of the City, acting on behalf of the City,
will furnish to the Underwriter a certificate which shall state, among other things, that to the best knowledge
and belief of such officer, this Official Statement (and any amendment or supplement hereto) as of the date of
sale and as of the date of delivery of the Bonds does not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements herein, in light of the
circumstances under which they were made, not misleading in any material respect.
-14-
The form of this Official Statement, and its distribution and use by the Underwriter has been approved
by the City. Neither the City nor any of its City Council members, officers or employees, in either their
official or personal capacities, has made any warranties, representations or guarantees regarding the financial
condition of the City or the City's ability to make payments required of it; and further, neither the City nor its
officers, directors or employees assumes any duties, responsibilities or obligations in relation to the issuance of
the Bonds other than those either expressly or by fair implication imposed on the City by the Bond Ordinance.
CITY OF JEFFERSON, MISSOURI
By:
Mayor
-15-
APPENDIX A
CITY OF JEFFERSON, MISSOURI
Gilmore & Bell, P.C.
Draft v3 — October 29, 2019
APPENDIX A
CITY OF JEFFERSON, MISSOURI
GENERAL, ECONOMIC AND FINANCIAL INFORMATION
TABLE OF CONTENTS
Page A_
GENERAL AND ECONOMIC INFORMATION CONCERNING THE CITY 1
Location and Size 1
Government and Organization 1
City Services, Utilities 2
Transportation and Communication Facilities 2
Medical and Health Facilities 2
Educational Institutions and Facilities 2
Employment 3
Housing 4
Building Construction 4
General Demographic Statistics 4
DEBT INFORMATION 6
Financial Overview 6
Long -Term General Obligation Indebtedness 6
Legal Debt Capacity 7
Long -Term Sewerage System Revenue Bond Obligations 7
Overlapping General Obligation Indebtedness and Leases 8
Series 2019 Special Obligation Bonds 9
Other Obligations of the City 10
Future Borrowing Plans of the City 11
FINANCIAL INFORMATION 12
Accounting, Budgeting and Auditing Procedures 12
Sources of Revenue 13
Summary of Receipts, Expenditures and Changes in Governmental Fund Balances 15
Risk Management 18
Self -Funded Health Insurance 19
Employee Retirement and Pension Plans 19
Other Post -Employment Benefits 20
TAX INFORMATION 21
Property Valuations 21
Property Tax Levies and Collections 22
Tax Abatement and Tax Increment Financing 23
Property Tax Levies 24
Property Tax Collection Record 25
Major Property Taxpayers 26
Sales Tax Collections 26
Major Sales Taxpayers 27
GENERAL AND ECONOMIC INFORMATION CONCERNING THE CITY
Location and Size
The majority of the City is located in Cole County, Missouri, and a portion of the City is located in
Callaway County, Missouri (collectively, the "Counties"), in the central portion of the State of Missouri
approximately 150 miles from both Kansas City and St. Louis, Missouri. The City encompasses approximately
37.48 square miles and has a 2018 estimated population of 42,838 according to the U.S. Census Bureau.
Government and Organization
The City is the capital of Missouri and county seat of Cole County. It is a home rule charter city and
political subdivision of the State of Missouri, organized, existing and operating under the constitution and laws
of the State of Missouri and the City Charter, adopted in 1986, and exercises powers of municipal government
specifically granted by the State of Missouri. The City is governed by the Mayor, elected for a four-year term,
and ten Council members elected for overlapping two-year terms from five districts. The Mayor presides over
Council meetings, and has veto power over Council enactments. The City Administrator is nominated and
appointed by the Mayor, and is responsible for coordination and general supervision of all departmental
operations. The City Administrator recommends the appointment and removal of depaitment and division heads
to the Mayor and the Council, with the exception of those divisions governed under the Parks and Recreation
Commission and the Police Personnel Board. The City budget is prepared by the City Administrator after
consultation with each department, and is reviewed and adopted by the City Council. As required by Missouri
law, the aggregate City budget may not include any expenditures in excess of anticipated revenues. The City's
Fiscal Year ends on October 31 and begins on November 1.
The elected City Council members and Mayor of the City are as follows:
Name
Carrie Tergin
Rick Prather
David Kemna
J. Rick Mihalevich
Laura A. Ward
Erin L. Wiseman
Ken Hussey
Carlos M. Graham
Ron L. Fitzwater
Mark Schreiber
Jon Hensley
Title
Mayor
Ward 1, Councilmember
Ward 1, Councilmember
Ward 2, Councilmember
Ward 2, Councilmember
Ward 3, Councilmember
Ward 3, Councilmember
Ward 4, Councilmember
Ward 4, Councilmember
Ward 5, Councilmember
Ward 5, Councilmember
First
Term Began
2015
2012
2017
2012
2015
2016
2013
2013
2017')
2015
2018
Current
Term Began
2019
2018
2019
2018
2019
2018
2019
2019
2018
2019
2018
Term Expires
2023
2020
2021
2020
2021
2018
2021
2021
2020
2021
2020
(1) Councilmember Fitzwater was elected in April 2017 to serve the remaining one-year term of former councilmember Glen
Costales who resigned from the City Council in November 2017.
Several key members of the City management are listed below:
Steven S. Crowell, Jr., City Administrator. Mr. Crowell was selected to be the City's City Administrator
in March of 2014. He manages the City Departments which are Administration (City Clerk, Human Resources,
Information Technology Services and City Counselor), Public Works, Planning and Protective Services,
Finance, Fire, Police and coordinates with Parks and Recreation and Forestry.
A-1
Ryan Moehlman, City Counselor. Mr. Moehlman was selected to be the City's City Counselor in 2016.
He holds a Juris Doctorate (J.D.) from the University of Missouri - Kansas City School of Law. Mr. Moehlman
supervises the Law Department and represents the City in legal matters.
Margaret Mueller, Director of Finance. Ms. Mueller was selected to be the City's Director of Finance
and Information Technology Services in March of 2016. Ms. Mueller services as the fiscal officer of the City
and supervises the finance division. Ms. Mueller's responsibilities include planning, organizing and supervising
the fiscal management of the City, advising the City Administrator and City Council on financial matters, and
supervising and managing Information Technology services and staff. Ms. Mueller has a B.S. Degree in
Business Administration with an emphasis in Accounting from Columbia College and is a Certified Public
Accountant.
Todd Spalding , Director of Parks, Recreation and Forestry. Mr. Spalding became Director of Parks,
Recreation and Forestry for the City in 2016. As Director of Director of Parks, Recreation and Forestry, Mr.
Spalding is responsible for hiring and managing all parks and recreation personnel, operating and programming
all City recreation facilities, maintaining and managing all park grounds, trails and recreation facilities as well
as implementing the Parks and Recreation Capital Improvement Program. Mr. Spalding also reports to and
administers the policy decisions of the Parks and Recreation Commission, which is composed of nine -members
who are citizens of the City. Mr. Spalding graduated from Southwest Baptist University with a B.S. Degree in
in Business and Sports Management.
City Services, Utilities
The City's Police Department is comprised of approximately 89 sworn officers and 37 civilian
personnel, who are all assigned to one of three divisions within the Police Department: operations, special
services, and support services. The City Fire Department is comprised of approximately 72 fire suppression
personnel and 4 administrative staff personnel. The City Fire Department maintains five fire stations, an
administration office, reserve apparatus storage facility and a training facility.
Electricity and natural gas are provided to the community by Ameren UE and Three Rivers Electric.
Water is provided to the City by Missouri American Water Company, Public Water District #1, Public Water
District #2 and Public Water District #4. The City owns and operates its own sewage system.
Transportation and Communication Facilities
The City is located 30 miles south of Interstate 70. U.S. Highways 54, 63 and 50 go through the City.
The City operates a public bus system. Jefferson City Memorial Airport, located two miles north of Jefferson
City's central business district, is owned by the City and operated by the City Department of Public Works.
Amtrak makes daily stops in the City. Local phone service is provided by CenturyLink. One daily newspaper,
the News Tribune, is published in the City. Several radio stations are operated in the City.
Medical and Health Facilities
The City is served by two hospitals including St. Mary's Health Center and Capital Region Medical Center,
as well as several privately -owned, multi -specialty clinics. In addition other hospitals and medical centers close
to the City include Callaway Community Hospital and Fulton State Hospital about 22 miles in Fulton, Missouri
and Boone Hospital Center about 26 miles in Columbia, Missouri.
Educational Institutions and Facilities
Public elementary and secondary education is provided by the Jefferson City School District (the
"District"). The District's boundaries encompasses the entire City as well as portions of Cole County and
Callaway County outside of the City's limits. The District consists of an early childhood center (Pre -K), 11
A-2
elementary schools (grades K-5), two middle schools (grades 6-8), one freshman center (grade 9), one high
school (grades 10-12), one career center providing vocational training (grades 9-12) and one family
center/alternative high school (grades 9-12), with an approximate total enrollment of 9,049 students. The City
also has four parochial elementary schools and three parochial high schools. There are also two private boarding
schools in the central -Missouri region area: Kemper Military School in Boonville, Missouri and Missouri
Military Academy in Mexico, Missouri. There are numerous colleges and universities located in the area providing
higher education opportunities, which include Lincoln University, located in the City; the University of Missouri -
Columbia, located in Columbia, Missouri; Columbia College of Missouri, located in Columbia, Missouri; Stephens
College, located in Columbia, Missouri; and State Technical College, located in Linn, Missouri.
Employment
Listed below are the current major employers located in the City and the number employed by each:
Major Employers
State of Missouri
Jefferson City Public Schools
Capital Region Medical Center
Scholastic, Inc.
Quaker Windows & Doors
Central Bancompany
SSM - St. Mary's Hospital
ABB, Inc.
City of Jefferson
Walmart Supercenter (2 locations)
Jefferson City Medical Group
Source: Jefferson City Chamber of Commerce.
Type of Business
State government
Public education
Healthcare
School material distribution
Manufacturing
Banking services
Healthcare
Manufacturing
City government
Retail
Healthcare
The following table sets forth unofficial employment figures for the City:
Average for
Year
2019(1)
2018
2017
2016
2015
Total
Labor Force
20,249
20,291
20,625
21,321
21,167
Employed
19,633
19,738
19,962
20,505
20,280
Source: MERIC (Missouri Economic Research and Information Center).
0) Average for January 2019 through August 2019.
A-3
Unemployed
616
553
663
816
887
Number of Employees
14,174
1,627
1,527
1,500
1,051
1,020
982
865
830
665
629
Unemployment
Rate
3.04%
2.73%
3.21%
3.83%
4.19%
Housing
The following table shows the median value of owner -occupied housing units in the City, Cole County,
Callaway County and the State of Missouri:
(2013-2017 Average Estimate)
Median Home Value
Jefferson City $140,200
Cole County 154,200
Callaway County 132,500
State of Missouri 145,400
Source: Missouri Census Data Center, American Community Survey, 5 -year estimates (2013-2017).
Building Construction [**TO BE UPDATED**]
The following table indicates the number of building permits and total estimated valuation of these
permits issued within the City over the Fiscal Years ended October 31, 2014 through October 31, 2018. These
numbers reflect permits issued either for new construction or for major renovation.
Fiscal Year Ended October 31
2014 2015 2016 2017 2018
Number 400 403 [ 1 [ 1 408
Value $74,855,375 $50,308,558 [ 1 [ 1 [ 1
Source: The City.
General Demographic Statistics
Population. The following table shows the population of the City according to the last three decennial
censuses and the latest available estimate.
Year Population
2018(1) 42,838
2010 43,079
2000 39,636
1990 35,481
Source: U.S. Census Bureau.
(1) Estimate as of July 1, 2018.
A-4
Income. The following table presents per capita personal incomern and the estimated median household
income additional for the City, Cole County, Callaway County and the State of Missouri:
Cole Callaway State of
City Coun CountyMissouri
Median Household Income (2013-2017 average) $48,132 $54,216 $53,180 $51,542
Per Capital Income (2013-2017 average) 25,315 27,559 24,208 28,282
Source:
(0)
Missouri Census Data Center, American Community Survey, 5 -year estimates (2013-2017).
Per Capita Personal Income is the annual total personal income of residents divided by resident population as of July 1.
"Personal Income" is the sum of net earnings by place of residence, rental income of persons, personal dividend income,
personal interest income, and transfer payments. "Net Earnings" is earnings by place of work — the sum of wage and
salary disbursements (payrolls), other labor income, and proprietors' income — less personal contributions for social
insurance, plus an adjustment to convert earnings by place of work to a place -of -residence basis. Personal Income is
measured before the deduction of personal income taxes and other personal taxes and is reported in current dollars (no
adjustment is made for price changes).
[Remainder of this page intentionally left blank.]
A-5
DEBT INFORMATION
Financial Overview
The following table summarizes certain financial information concerning the City. This information
should be reviewed in conjunction with the information contained in this Official Statement and the financial
statements of the City in Appendix B hereto.
2019 Assessed Valuation(1) $910,339,512
2019 Estimated Actual Valuation(2) $3,638,020,264
Population (2018 Estimate) 42,838
Outstanding General Obligation Bonds ("Direct Debt")(3) $0
Special Obligation Bonds and Lease Obligations ("Other Obligations")(4) $10,845,572*
Total Direct Debt and Other Obligations(4) $10,845,572*
Per Capita Direct Debt and Other Obligations $253.18*
Ratio of Direct Debt and Other Obligations to Assessed Valuation 1.19%*
Ratio of Direct Debt and Other Obligations to Estimated Actual Valuation 0.30%*
Overlapping General Obligation Debt and Lease Obligations ("Indirect Debt")(5) $108,800,532
Total Direct Debt, Other Obligations and Indirect Debt $119,646,104*
Per Capita Direct Debt, Other Obligations and Indirect Debt $2,792.99*
Ratio of Direct Debt, Other Obligations and Indirect Debt to Assessed Valuation 13.14%*
Ratio of Direct Debt, Other Obligations and Indirect Debt to Estimated Valuation 3.29%*
(1)
(2)
(3)
(4)
(5)
Includes 2019 real and personal property assessment, after Board of Equalization adjustments, as certified by the Cole County
Clerk and the Callaway County Clerk, but excludes assessed valuation in the amount of $1,471,550 attributable to the
incremental increase in assessed valuation over the established assessed valuation base within TIF Redevelopment Areas
(defined herein) located within the City. For further details see the section captioned "TAX INFORMATION — Property
Valuations."
Estimated actual valuation is calculated by dividing different classes of property by the corresponding assessment ratio. For
a detail of these different classes and ratios see the section captions "TAX INFORMATION — Property Valuations" herein.
The City does not currently have any outstanding general obligation indebtedness. See the section captioned "Long -Term
General Obligation Indebtedness" below.
Includes $7,045,000* aggregate principal amount of the Bonds and approximately $3,800,572 outstanding principal portion
of the City's fire truck and equipment lease described under the section captioned "Other Obligations of the City" herein
outstanding as of December 3, 2019*, the date of issuance of the Bonds.
For further details see "Overlapping General Obligation Indebtedness and Leases" below.
Long -Term General Obligation Indebtedness
The City does not have any outstanding general obligation indebtedness.
* Preliminary, subject to change.
A-6
Legal Debt Capacity
Article VI, Sections 26(b) and (c) of the Constitution of the State of Missouri limit the net outstanding
amount of authorized general obligation indebtedness for a city to 10 percent of the assessed valuation of the city
by a two-thirds (four -sevenths at certain elections) vote of the qualified voters. Article VI, Section 26(d) provides
that a city may, by a two-thirds (four -sevenths at certain elections) vote of the qualified voters, incur indebtedness
in an amount not to exceed an additional 10 percent for the purpose of acquiring rights-of-way, construction,
extending and improving streets and avenues, and sanitary or storm sewer systems, provided the total general
obligation indebtedness of a city does not exceed 20 percent of the assessed valuation. Article VI, Section 26(e)
provides that a city may, by a two-thirds (four -sevenths at certain elections) vote of the qualified voters, incur
indebtedness in an amount not exceeding an additional 10 percent for the purpose of purchasing or constructing
waterworks, electric or other light plants to be owned exclusively by the city, provided that the total general
obligation indebtedness of a city does not exceed 20 percent of the assessed valuation.
Based on the City's assessed valuation for 2019, after Board of Equalization adjustments, in the amount
of $911,811,062 (which includes the assessed valuation in the amount of $1,471,550 attributable to the incremental
increase in assessed valuation over the established assessed valuation base within TIF Redevelopment Areas
(defined herein) located within the City), prior to any Board of Equalization adjustments, the current legal debt
limit of the City is $182,362,212 (equal to 20% of the assessed valuation for 2019 of $911,811,062) and the current
legal debt margin is $182,362,212 (the City's current legal debt margin is equal to the City's current legal debt limit
because the City does not have any general obligation bonds outstanding).
Long -Term Sewerage System Revenue Bond Obligations
The following table sets forth as of November 1, 2019, all of the outstanding revenue obligations of the
City, which are payable solely from the net revenues derived by the City from the operation of the City's
sewerage system:
Name of Bonds
Original
Principal Amount
Outstanding
Principal Amount
Sewerage System Improvement and Refunding Revenue Bonds
(State Revolving Fund Program), Series 2001C
$24,875,000
$5,480,000
Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2005A
$4,600,000
$1,845,000
Sewerage System Refunding and Improvement Revenue Bonds
(State Revolving Fund Program), Series 2005C
$10,105,000
$4,590,000
Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2008
$3,900,000
$2,500,000
Taxable Sewerage System Revenue Bonds, Series 2010B (Build
America Bonds — Direct Payment)
$6,445,000
$6,015,000
Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2012
$15,000,000
$11,423,000
Sewerage System Revenue Bonds, Series 2014
$9,940,000
$8,670,000
Sewerage System Revenue Bonds, Series 2016
$9,380,000
$9,380,000
Total Revenue Bonds Outstanding
$84,245,000
$49,903,000
A-7
Overlapping General Obligation Indebtedness and Leases
The following table sets forth the approximate overlapping general obligation and lease obligation
indebtedness of political subdivisions with boundaries overlapping the City as of November 1, 2019, and the
percent attributable (on the basis of assessed valuation for the 2018 calendar year) to the City, based on available
information of the jurisdictions responsible for the general obligation debt or leases. The City has not
independently verified the accuracy or completeness of such information. Furthermore, political subdivisions
may have ongoing programs requiring the issuance of additional bonds or lease obligations, the amounts of
which cannot be determined at this time.
Jurisdiction
School Districts:
Jefferson City School District
County:
Cole County
TOTAL
Outstanding
General
Obligation Debt
Approximate Total Approximate Approximate
Outstanding Outstanding General Percentage
Lease Obligation Debt Applicable to
Obligations and Lease Obligations City
$148,315,000 $339,956
$148,654,956 68.70%
Total Approximate
General Obligation
Debt and
Lease Obligations
Applicable to City
$102,125,955
$10,630,000 $10,630,000 62.79% $6,674,577
5108,800,532
Source: Missouri State Auditor, Bond Registration Reports; financial information and operating data from each jurisdiction that is
available on the Municipal Securities Rulemaking Board's EMMA website.
The table does not include outstanding limited general obligation bonds for neighborhood improvement district projects
("NID Bonds") that were issued by Cole County because such NID Bonds are payable from special assessments levied
against the real property located within and benefitted by each respective neighborhood improvement district and, if not so
paid, from current income and revenues of Cole County. Cole County is not authorized to impose any new or increased ad
valorem property tax to pay debt service on the their outstanding MD Bonds without obtaining four -sevenths or two-thirds
voter approval from the qualified voters within Cole County as required by the Constitution and laws of the State of Missouri
for approval of general obligation bonds and Cole County has not obtained such voter approval.
(1)
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Series 2019 Special Obligation Bonds
The following schedule shows the annual principal and interest payments of the Bonds, that are payable
by the City during each Fiscal Year, subject to annual appropriation by the City Council of the City:
Fiscal Year
Ended Principal Interest
October 31 Amount* Amount
2020 $255,000
2021 250,000
2022 260,000
2023 265,000
2024 275,000
2025 280,000
2026 295,000
2027 310,000
2028 325,000
2029 340,000
2030 355,000
2031 365,000
2032 380,000
2033 395,000
2034 415,000
2035 430,000
2036 440,000
2037 455,000
2038 470,000
2039 485,000
TOTAL $7,045,000
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Preliminary, subject to change.
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Total
Other Obligations of the City
2017 Fire Equipment Lease. On May 19, 2014, the City entered into an annually -renewable equipment
lease purchase agreement (the "2017 Fire Equipment Lease") in the principal amount of $5,037,541 for the
purpose of financing the cost of acquiring various fire -fighting vehicles and related equipment. Rental payments
scheduled to become due under the 2017 Fire Equipment Lease on April 1st of each year, consisting of a principal
portion and an interest portion, are subject to annually appropriation by the City Council. The interest portion
of such rental payments accrues at an interest rate of 2.485%, the final rental payment is due on April 1, 2028.
The remaining rental payments scheduled to become due under the 2017 Fire Equipment Lease, subject
to annual appropriation by the City Council, are as follows:
Fiscal Year Ended Principal Interest Total Rental
October 31 Portion Portion Payments
2019 $352,780 $47,220 $400,000
2020 314,326 85,674 400,000
2021 322,136 77,864 400,000
2022 330,141 69,859 400,000
2023 388,577 61,655 450,232
2024 398,233 51,999 450,232
2025 408,129 42,104 450,233
2026 418,270 31,962 450,232
2027 428,664 21,568 450,232
2028 439,316 10,917 450,233
TOTAL $3,800,572 $500,822 4,301,394
Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019. On August
30, 2019, the Industrial Development Authority of the City of Jefferson, Missouri (the "Authority"), issued Tax
Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019 (the "Series 2019 TIF
Bonds"), in the original principal amount of $9,550,000, in order to refinance certain costs related to the
renovation of a retail development known as the Capital Mall (the "Capital Mall") undertaken by Capital Mall
JC, LLC, a Missouri limited liability company (the "Developer") in accordance with the Real Property Tax
Increment Allocation Redevelopment Act, Sections 99.800 to 99.865, RSMo (the "TIF Act"). Principal of and
interest on the Bonds is payable solely from the Net Revenues (defined below) and other moneys pledged by the
Authority to UMB Bank, N.A., as trustee (the "Trustee"), as provided in a Trust Indenture dated as of August
1, 2019, between the Trustee and the Authority (the "Indenture"). Interest on the Series 2019 TIF Bonds is
payable semiannually on each May 1 and November 1, beginning May 1, 2020, and the Series 2019 TIF Bonds
are scheduled to mature in the principal amounts and accrue interest at the rates specified below, subject to
special mandatory redemption in accordance with the Indenture:
Maturity Principal
(May 1) Amount Interest Rate
2040 $4,250,000 3.625%
2049 5,300,000 4.000%
In accordance with the TIF Act, the City designated a redevelopment area within the City on January
21, 2014, consisting of approximately 78 acres, including the Capital Mall (the "Redevelopment Area"). In
connection with the issuance of the Series 2019 TIF Bonds, the City, the Authority and the Capital Mall
Community Improvement District (the "District"), entered into a Financing Agreement dated as of August 1,
2019 (the "Financing Agreement"). Under the Financing Agreement, the City agreed to transfer payments in
lieu of taxes (the "PILOTS") and economic activity tax revenues (the "Economic Activity Tax Revenues") to
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the payment of debt service on the Series 2019 TIF Bonds, and the District agreed to transfer certain revenues
generated from a 1.00% District sales tax the imposed within the Redevelopment Area to the payment of debt
service on the Serie 2019 TIF Bonds (collectively, the "Net Revenues"). The PILOTS consist of payments in
lieu of taxes, as defined in the TIF Act, attributable to the increase in the equalized assessed valuation of all
taxable real property within the Redevelopment Area over and above the initial assessed valuation of such real
property at the time the Redevelopment Area was formed. The Economic Activity Tax Revenues consist of 50%
of the total additional revenues from sales taxes imposed by the City generated by economic activities within the
Redevelopment Area, which is subject to annual appropriation by the City Council. The City's agreement to
transfer PILOTS and, subject to annual appropriation by the City Council, Economic Activity Tax Revenues to
the payment of the Series 2019 TIF Bonds expires on July 6, 2037, in accordance with the TIF Act. The Series
2019 TIF Bonds do not constitute general obligations or indebtedness of the City within the meaning of any
constitutional or statutory limitation or provision, and the City has not pledged its full faith and credit and is not
obligated to levy taxes or resort to any other moneys or property of the City to pay the principal of and interest
on the Series 2019 TIF Bonds.
Future Borrowing Plans of the City
Currently, other than the issuance of the Bonds, the City does not anticipate issuing any other significant
special obligation bonds, capital lease obligations or general obligations within the next three to five Fiscal
Years.
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FINANCIAL INFORMATION
Accounting, Budgeting and Auditing Procedures
The City produces government -wide financial statements in accordance with the accrual basis of
accounting and produces governmental fund financial statements in accordance with the modified accrual basis
of accounting, which are both accounting principal generally accepted in the United States, as more fully
described in the notes to the City's audited financial statements for Fiscal Year ended October 31, 2018,
contained in the Comprehensive Annual Financial Report attached as Appendix B to this Official Statement (the
"2018 CAFR").
The City, like other Missouri state and local governments, uses fund accounting to ensure and
demonstrate compliance with finance -related legal requirements. All of the funds of the City can be divided into
three categories: Governmental Funds, Proprietary Funds, and Fiduciary/Agency Funds, as further described
below:
• Governmental Funds. Governmental Funds are used to account for government activities
focusing on near-term inflows and outflows of spendable resources as well as balances of
spendable resources available at the end of the City's Fiscal Year. The City maintains nine
individual governmental funds. The City's major governmental funds include the following:
• General Fund: acts as the primary operating fund of the City and accounts for all
financial resources of the general government, except those required to be accounted
for in another fund.
• Parks Fund (special revenue fund): accounts for revenue sources from the operations
of Parks and Recreation and 0.50% Local Parks Sales Tax (defined herein) that are
legally restricted to expenditures for specific parks related purposes including major
capital projects.
• Capital Improvement Tax Fund: accounts for revenue from the City's 0.50% capital
improvement sales tax, the acquisition of capital assets or construction of major
capital projects not being financed by other funds.
The non -major governmental funds include Police Training, Lodging Tax, JC Veterans Plaza
Trust, City Hall Art Trust, USS Jefferson City Submarine Trust and Woodland Cemetery
Trust, which each account for specific revenues that are legally restricted to expenditures for
particular purposes. For further details, see Note 1 to the City's audited financial statements
included in the City's 2018 CAFR attached as Appendix B to this Official Statement.
• Proprietary Funds. Proprietary Funds are used to account for business -like activities of the
City. The City maintains two types of Proprietary Funds: Enterprise Funds and Internal Service
Funds. The Enterprise Funds account for the operations of the City's business -type activities,
such as the City's wastewater, airport, parking and transit operations. The City's major
Enterprise Funds include:
• Wastewater Fund: accounts for operations of the City's sewerage system.
• Transit Fund: accounts for operations of bus fixed route and handicap public transit.
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•
The non -major Enterprise Funds include the Airport Fund and the Parking Division Fund. The
Internal Service Funds account for the operations that provide self-insurance workers
compensation/risk managements services and self-funded health insurance, both of which are
considered non -major funds. For further details, see Note 1 to the City's audited financial
statements included in the City's 2018 CAFR attached as Appendix B to this Official
Statement.
Fiduciary/Agency Funds. Fiduciary/Agency Funds are used to account for resources held for
the benefit of parties outside of the City's governmental operations. The City's Tax Increment
Financing Fund is the only Fiduciary/Agency fund currently maintained by the City and is
considered a non -major custodial fund. For further details, see Note 1 to the City's audited
financial statements included in the City's 2018 CAFR attached as Appendix B to this Official
Statement.
The City is required by law to prepare an annual budget of estimated receipts and disbursements for the
coming Fiscal Year under the direction of the City Administrator and Director of Finance after consultation with
each department. The annual budget is then presented to the Mayor and proposed by the Mayor to the City
Council prior to October 31 each year for approval after a public hearing. The City's Fiscal Year is November
1 through October 31. The City's annual budget lists estimated receipts by fund and sources and estimated
disbursements by fund and purpose.
The fmancial records of the City are audited annually by a firm of independent certified public
accountants. In recent years, the annual audit has been performed by Evers & Company, CPA's, LLC, Jefferson
City, Missouri, independent certified public accountants. Copies of the audited financial statements for the Fiscal
Years ended October 31, 2014 through 2018, of the City are on file with the City and are available for review
(the audited financial statements for Fiscal Year ended October 31, 2019, was not available as of the date of
this Official Statement).
Sources of Revenue
The City fmances its operations through a local property tax levy, sales taxes, franchise taxes, charges
for services, fines and forfeitures and miscellaneous sources. The City's major governmental funds, which
account for City's governmental activities, include the General Fund, the Parks Fund (which is a special revenue
fund) and the Capital Improvement Tax Fund. The City's budgeted sources of revenue for its general operations,
which are accounted for in the City's General Fund, for the City's Fiscal Year ended October 31, 2019, were as
follows:
Source
Sales and other use taxes
Property Tax
Utility and Franchise Taxes
Licenses, permits and fees
Intergovernmental
Charges for services
Fines and forfeitures
Miscellaneous
Amount of Projected
General Fund Revenues
$11,751,260
5,432,399
7,435,000
879,410
3,061,882
2,761,364
834,900
651,175
Percent of General
Fund Revenues
35.82%
16.56
22.66
2.68
9.33
8.42
2.54
1.98
Total
$32,807,390
Source: City's adopted budget for Fiscal Year ended October 31, 2019.
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100.00%
The City's projected budgeted sources of revenue for its general operations, which are accounted for in
the City's General Fund, for the City's current Fiscal Year ending October 31, 2020, are as follows:
Source
Sales and other use taxes
Property Tax
Utility and Franchise Taxes
Licenses, permits and fees
Intergovernmental
Charges for services
Fines and forfeitures
Miscellaneous
Amount of Projected
General Fund Revenues
$11,980,085
5,466,399
7,205,000
902,520
3,052,150
2,875,130
766,600
682,596
Percent of General
Fund Revenues
36.38%
16.60
21.88
2.74
9.27
8.73
2.33
2.07
Total
$32,930,480
Source: City's adopted budget for Fiscal Year ending October 31, 2020.
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100.00%
Summary of Revenues, Expenditures and Changes in Governmental Fund Balances
All Governmental Funds. The following table sets forth the City's total revenues, expenditures and
fund balances for all of the City's governmental funds, which includes the City's major governmental funds (i.e.,
the General Fund, the Parks Fund and the Capital Improvement Tax Fund) and the City's other non -major
governmental funds, for the Fiscal Years ended October 31, 2014 through 2018, which are the Fiscal Years for
which audited financial statements were available:
Fiscal Years Ended October 31
2014 2015 2016 2017 2018
REVENUES
Sales and other Taxes $21,125,412 $22,628,475 $23,015,744 $23,656,655 $23,891,622
Property Taxes 5,190,969 5,261,508 5,267,657 5,419,824 5,484,475
Utility/Franchise Taxes 7,670,316 7,295,904 7,258,960 7,060,237 7,687,404
Licenses, permits and fees 828,254 760,615 818,420 897,213 911,495
Intergovernmental 5,642,708 4,608,038 4,423,255 5,261,966 3,562,158
Charges for services 4,000,927 4,432,834 4,741,235 5,006,456 5,241,920
Fines and forfeitures 1,008,406 1,023,787 951,585 821,174 792,331
Investment earnings 352,551 361,156 406,004 417,668 384,174
Contributions 209,725 176,879 317,104 334,912 335,096
Miscellaneous 297,817 389,478 672,367 367,014 244,424
Total Revenues $46,327,085 $46,938,674 $47,872,331 $49,243,119 $48,535,099
EXPENDITURES
Current:
General government $5,940,300 $5,725,817 $5,473,387 $5,667,308 $5,923,438
Public safety 15,871,211 16,026,365 16,510,754 17,230,032 17,920,197
Community development 8,537,749 6,969,904 7,373,632 7,654,282 7,969,032
Cultural and recreation 5,400,290 5,572,731 6,037,672 6,459,097 6,556,633
Capital outlay 8,902,901 7,025,382 12,479,889 16,906,542 6,619,392
Debt Service
Principal 370,524 - - 154,101 1,082,867
Interest 21,277 45,899 117,133
Total Expenditures $45,044,252 $41,320,199 $47,875,334 $54,117,261 $46,188,692
EXCESS (DEFICIENCY)
REVENUES OVER EXPENSES $1,282,833 $5,618,475 $(3,003) $(4,874,142) $2,346,407
OTHER FINANCING SOURCES
(USES)
Proceeds from sale of assets $48,010 $77,729 $377,208 $139,070 $205,543
Lease proceeds 5,037,541
Transfers In 23,122 32,944 202,647 24,871 24,102
Transfers (Out) (855,212) (1,548,218) (1,688,481) (1,391,734) (1,528,062)
Total Other Financing Sources(Uses) $(784,080) $(1,437,545) $(1,108,626) $3,809,748 $(1,298,417)
NET CHANGE IN FUND
BALANCE $498,753 $4,180,930 $(1,111,629) $(1,064,394) $1,047,990
FUND BALANCE - BEGINNING $20,056,026 $20,554,779 $24,735,709 $23,624,080 $22,559,686
FUND BALANCE - ENDING $20,554,779 $24,735,709 $23,624,080 $22,559,686 $23,607,676
Source: City's Comprehensive Financial Reports for Fiscal Years ended October 31, 2014 through 2018.
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Below are tables reflecting the City's total revenues, expenditures and fund balances for each of the
City's major governmental funds: the General Fund, the Parks Fund and the Capital Improvement Tax Fund.
General Fund. The following table sets forth the City's total revenues, expenditures and ending
balances in the General Fund for the Fiscal Years ended October 31, 2014 through 2018:
REVENUES
Sales and other Taxes
Property Taxes
Utility/Franchise Taxes
Licenses, permits and fees
Intergovernmental
Charges for services
Fines and forfeitures
Investment earnings
Contributions
Miscellaneous
Total Revenues
EXPENDITURES
Current:
General government
Public safety
Community development
Cultural and recreation
Capital outlay
Debt Service:
Principal
Interest
Total Expenditures
Fiscal Years Ended October 31
2014 2015 2016 2017
$10,223,956
5,190,956
7,670,316
828,254
5,104,820
2,188,673
996,134
109,020
205,229
209,921
$32,727,279
$10,976,960
5,261,508
7,295,904
760,615
3,511,255
2,579,221
1,011,319
127,986
175,644
255,988
$31,956,400
$11,121,425
5,267,657
7,258,960
818,420
3,431,795
2,727,266
939,843
161,298
315,831
226,094
$32,268,589
$11,418,901
5,419,824
7,060,237
897,213
3,863,010
2,767,263
808,999
188,029
333,634
194,656
$32,951,766
2018
$11,577,513
5,484,475
7,687,404
911,495
3,475,862
2,850,120
780,531
166,740
333,487
110,995
$33,378,622
$4,804,883 $4,589,160 $4,279,248 $4,444,682 $4,710,495
15,816,515 15,967,649 16,498,785 17,216,234 17,919,756
8,537,749 6,969,904 7,373,632 7,654,282 7,969,032
998,154 955,631 1,377,911 3,270,187 2,010,836
370,524
21,277
$30,549,102 $28,482,344 $29,529,576 $32,585,385 $32,610,119
EXCESS (DEFICIENCY) REVENUES
OVER EXPENSES $4,804,883 $4,589,160 $4,279,248 $4,444,682 $4,710,495
OTHER FINANCING SOURCES
(USES)
Proceeds from sale of assets
Transfers In
Transfers (Out)
Total Other Financing Sources (Uses)
NET CHANGE IN FUND BALANCE
FUND BALANCE - BEGINNING
FUND BALANCE - ENDING
$27,384 $47,725 $310,059 $123,215
23,122 32,944 71,796 24,871
(670,918) (1,251,259) (1,454,930) (1,265,725)
$(620,412) $(1,170,590) $(1,073,075) $(1,117,639)
$1,557,765 $2,303,466
$5,534,523 $7,092,288
$7,092,288 $9,395,754
$1,665,938
$9,395,754
$11,061,692
$102,088
24,102
(1,248,989)
$(1,122,799)
$(751,258) $(354,296)
$11,061,692 $10,310,434
$10,310,434 $9,956,138
Source: City's Comprehensive Financial Reports for Fiscal Years ended October 31, 2014 through 2018.
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Parks Fund. The following table sets forth the City's total revenues, expenditures and ending balances
in the Parks Fund for the Fiscal Years ended October 31, 2014 through 2018:
Fiscal Years Ended October 31
2014 2015 2016 2017 2018
REVENUES
Sales and other Taxes $4,874,018 $5,259,477 $5,358,988 $5,492,397 $5,554,002
Property Taxes 13 - -
Utility/Franchise Taxes
Licenses, permits and fees - -
Intergovernmental 105,895 1,380 105,363 22,511 75,681
Charges for services 1,812,254 1,853,613 2,013,969 2,239,193 2,391,800
Fines and forfeitures - -
Investment earnings 129,406 136,016 149,719 104,545 84,362
Contributions 1,400 41 25
Miscellaneous 87,896 133,490 446,273 172,358 133,429
Total Revenues $7,010,882 $7,383,976 $8,074,353 $8,031,029 $8,239,274
EXPENDITURES
Current:
General government $1,242 $12,216 $10,703 $5,290 $3,185
Public safety - -
Community development - -
Cultural and recreation 5,400,290 5,572,731 6,037,672 6,459,097 6,556,633
Capital outlay 628,432 488,731 4,873,248 3,682,559 716,825
Total Expenditures $6,029,964 $6,073,678 $10,921,623 $10,146,946 $7,276,643
EXCESS (DEFICIENCY) REVENUES
OVER EXPENSES $980,918 $1,310,298 $(2,847,270) $(2,115,917) $962,631
OTHER FINANCING SOURCES
(USES)
Proceeds from sale of assets $20,626 $30,004 $67,149 $15,855 $103,455
Transfers In - -
Transfers (Out) - -
Total Other Financing Sources (Uses) $20,626 $30,004 $67,149 $15,855 $103,455
NET CHANGE IN FUND BALANCE $1,001,544 $1,340,302 $(2,780,121) $(2,100,062) $1,066,086
FUND BALANCE - BEGINNING $7,191,904 $8,193,448 $9,533,750 $6,753,629 $4,653,567
FUND BALANCE - ENDING $8,193,448 $9,533,750 $6,753,629 54,653,567 55,719,653
Source: City's Comprehensive Financial Reports for Fiscal Years ended October 31, 2014 through 2018.
It is the current intention of the City to satisfy its obligation to make debt service payments on the Bonds,
subject to annual appropriation by the City Council, from revenues generated by the City's 0.50% local parks
sales tax that is accounted for and deposited into the City's Parks Fund detailed in the table above. However, the
City's obligation to make such debt service payments is not limited to the revenues generated from the 0.50%
local parks sales tax, and such 0.50% local parks sales tax revenues are not and cannot be pledged to the payment
of the Bonds. See also the section captioned "TAX INFORMATION - Sales Tax Collections" herein.
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Capital Improvement Tax Fund. The following table sets forth the City's total revenues, expenditures
and ending balances in the Capital Improvement Tax Fund for the Fiscal Years ended October 31, 2014 through
2018:
Fiscal Years Ended October 31
2014 2015 2016 2017 2018
REVENUES
Sales and other Taxes $4,877,931 $5,260,753 $5,356,330 $5,500,311 $5,545,522
Property Taxes - -
Utility/Franchise Taxes
Licenses, permits and fees - -
Intergovernmental 426,069 1,089,692 880,378 1,371,225 5,400
Charges for services - -
Fines and forfeitures - -
Investment earnings 106,903 91,025 88,669 117,842 126,373
Contributions - -
Miscellaneous - -
Total Revenues $5,410,903 $6,441,470 $6,325,377 $6,989,378 $5,677,295
EXPENDITURES
Current:
General government $758 $412,216 $10,703 $5,289 $3,185
Public safety - -
Community development
Cultural and recreation - -
Capital outlay $7,276,215 $5,580,940 $6,219,890 $9,952,976 $3,891,731
Debt Service:
Principal 154,101 1,082,867
Interest - 45,899 117,133
Total Expenditures $7,276,973 $5,593,156 $6,230,593 $10,158,265 $5,094,916
EXCESS (DEFICIENCY) REVENUES
OVER EXPENSES $(1,866,070) $848,314 $94,784 $(3,168,887) $582,379
OTHER FINANCING SOURCES
(USES)
Proceeds from sale of assets
Lease proceeds - - $ 5,037,541 -
Transfers In $130,851
Transfers (Out) $(161,172) (274,015) (210,155) (101,138) $(254,971)
Total Other Financing Sources (Uses) $(161,172) $(274,015) $(79,304) $4,936,403 $(254,971)
NET CHANGE IN FUND BALANCE $(2,027,242) $574,299 $15,480 $1,767,516 $327,408
FUND BALANCE - BEGINNING $6,968,580 $4,941,338 $5,515,637 $5,531,117 $7,298,633
FUND BALANCE - ENDING $4,941,338 $5,515,637 $5,531,117 $7,298,633 S7,626,041
Source: City's Comprehensive Financial Reports for Fiscal Years ended October 31, 2014 through 2018.
Risk Management
Property and Casualty Insurance. The City is exposed to risks of loss related to torts; theft of, damage
to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. As of October
31, 2018, the City had purchased insurance up to $3.6 million for these risks from the Midwest Public Risk Fund,
except for Worker's Compensation Risk Management as further described below. There have been no
settlements in excess of insured coverage during the past five years.
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The Midwest Public Risk Fund ("MPRF") is structured such that member premiums are based on an
actuarial review that will provide adequate reserves to allow the MPRF to meet its expected financial obligations.
The MPRF has the authority to assess its members additional premiums should reserves and annual premiums
be insufficient to meet MPRF's obligations. The City purchases other commercial policies from various vendors
for property and equipment, excess property, boiler and machinery, commercial crime, excess workers
compensation, and airport owners and operator's liability. In the area of loss prevention and control, the City
has contracted for services through a commercial insurance company and a professional broker. The City has
also instituted internal safety and supervisory training programs designed to minimize risk exposure and claims.
For further details about the City's risk management policies and initiatives, see Note 8.A. to the City's audited
financial statements in the City's 2018 CAFR included as Appendix B to this Official Statement.
Worker's Compensation. On July 1, 1991, the City established a Worker's Compensation Risk
Management Fund (an internal service fund) to account for and finance its uninsured risks of this loss. Under
this program, the Worker's Compensation Risk Management Fund provides coverage for up to a maximum of
$350,000 for each worker's compensation claim, with the exception that claims for public safety (fire/police)
provide maximum coverage of $450,000 per claim. The City purchases commercial reinsurance for claims in
excess of individual coverage provided by the Worker's Compensation Fund (stop loss of $350,000 individual
with a policy maximum of $1 million).
Payments are made to the Worker's Compensation Risk Management Fund based on payroll at State of
Missouri Worker's Compensation rates which are estimates of the amounts needed to pay prior and current -year
claims and to build an unreserved fund balance. For further details about the City's worker's compensation risk
management initiatives, see Note 8.B. to the City's audited financial statements in the City's 2018 CAFR
included as Appendix B to this Official Statement.
Self -Funded Health Insurance
On January 1, 2016, the City established a Self -Funded Health Insurance Fund (an internal service fund)
to account for the transactions and reserves associated with the City's medical and prescription drug programs
for City employees. Coverage for health and prescription drug plans are self-insured. As of October 31, 2018,
the City had a stop -loss attachment point of $100,000 per individual with a policy maximum of $3,988,924.
Payments are made to the Self -Funded Health Insurance Fund based on estimates of the amounts needed to pay
prior and current -year claims and to establish net position sufficient for catastrophic losses. For further details
about the City's Self -Funded Health Insurance Fund, see Note B.C. to the City's 2018 CAFR included as
Appendix B to this Official Statement.
Employee Retirement and Pension Plans
The City participates in the Missouri Local Government Employees' Retirement System ("LAGERS"),
an agent multiple -employer public employee retirement system that acts as a common investment and
administrative agent for local government entities in Missouri. LAGERS was created and is governed by state
statute, and is a defined -benefit pension plan that provides retirement, disability and death benefits. The plan is
qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, and is tax-exempt. LAGERS
is governed by a seven -member Board of Trustees ("LAGERS' Board") consisting of three trustees elected by
participating employees, three trustees elected by participating employers and one trustee appointed by the
Missouri Governor.
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LAGERS issues a publicly available financial report that includes financial statements and required
supplementary information. The LAGERS Comprehensive Annual Financial Report for the fiscal year ended
June 30, 2018 (the "2018 LAGERS CAFR") is available at http://www.molagers.org/financial.html. The link
to the 2018 LAGERS CAFR is provided for general background information only, and the information in the
2018 LAGERS CAFR is not incorporated by reference into this Official Statement. The 2018 LAGERS CAFR
provides detailed information about LAGERS, including its financial position, investment policy and
performance information, actuarial information and assumptions affecting plan design and policies, and certain
statistical information about the plan.
All full-time general, police and fire employees of the City are eligible to participate in LAGERS. As
permitted by LAGERS, the City has elected the non-contributory plan, meaning its participating employees do
not contribute to the pension plan. The City is required by statute to contribute at an actuarially determined rate
for each category of participating employees, subject to certain limitations. An employer that participates in
LAGERS has its actuarially determined contribution rate calculated as follows: using the financial assumptions
adopted by the LAGERS' Board, an actuary computes the contribution rate that, if paid annually by each
employer during the total service of its participating employees, will be sufficient to provide the pension reserves
required at the time of said employees' retirements to cover the pensions that such employees may be entitled to
receive. However, this actuarially -determined contribution rate cannot result in an employer contributing an
amount in any fiscal year equal to more than 101% of its total contributions for the immediately preceding fiscal
year.
For information specific to the City's participation in LAGERS, including the City's past contributions,
net pension liability and related sensitivities, and pension expense, see Note 10 and the "Schedule of Changes
in Net Pension Liability and Related Ratios" and "Schedule of Contributions" tables on pages 80 and 81,
respectively, of the City's 2018 CAFR included in Appendix B to this Official Statement. For additional
information regarding LAGERS, see the 2018 LAGERS CAFR.
Other Post -Employment Benefits
In addition to pensions, many state and local governments, including the City, provide other
postemployment benefits as part of the total compensation offered to attract and retain the services of qualified
employees. The City sponsors a single -employer, defined benefit healthcare plan that provides healthcare
benefits to retirees and their dependents. The City requires retirees to pay the same medical premium charged
for active employees. For further details relating to the City's other postemployment benefits, see Note 7.E. and
the table "Schedule of Changes in Total OPEB Liability and Related Ratios" in the Required Supplementary
Information section in the City's 2018 CAFR included in Appendix B to this Official Statement.
[Remainder of this page intentionally left blank.]
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TAX INFORMATION
Property Valuations
Assessment Procedure. All taxable real and personal property within the City is assessed annually by
the county assessors of Cole County (for the portion of the City located in Cole County) and Callaway County
(for the portion of the City located in Callaway County) (the "County Assessor"). Missouri law requires that,
except as noted below, personal property be assessed at 33-1/3% of true value and that real property be assessed
at the following percentages of true value:
Residential real property 19%
Agricultural and horticultural real property 12%
Utility, industrial, commercial, railroad and all other real property 32%
Although the assessment ratio for personal property is generally 33-1/3% of true value, subclasses of
tangible personal property are assessed at the following assessment percentages: grain and other agricultural
crops in an unmanufactured condition, 0.5%, livestock, 12%; farm machinery, 12%; historic motor vehicles, 5%;
and poultry, 12%.
A general reassessment of real property occurred statewide in 1985. In order to maintain equalized
assessed valuations following this reassessment, the state legislature adopted a maintenance law in 1986. On
January 1 in every odd -numbered year, each County Assessor must adjust the assessed valuation of all real
property located within the county in accordance with a two-year assessment and equalization maintenance plan
approved by the State Tax Commission.
Each respective County Assessor is responsible for preparing the tax roll each year and for submitting
the tax roll to their Board of Equalization. Each Board of Equalization has the authority to adjust and equalize
the values of individual properties appearing on the tax rolls.
Current Assessed Valuation. The following table shows the total assessed valuation and the estimated
actual valuation, by category, of all taxable tangible property situated in the City (excluding $1,471,550
attributable to the incremental increase in assessed valuation over the established assessed valuation base within
TIF Redevelopment Areas (defined herein) located within the City), according to the assessment of January 1,
2019, after Board of Equalization adjustments:
Assessed Assessment Estimated Total % of Actual
Valuation Rate Valuation Valuation
Real Estate:
Residential $379,794,997 19.00% $1,998,921,037 54.95%
Commercial(1) 745,717 12.00% 6,214,308 0.17%
Agricultural 347,470,570 32.00% 1,085,845,531 29.85%
Sub -Total $728,011,284 $3,090,980,876 84.96%
Personal Property(1) 182,3278,228 33.33%(2) 547,039,388 15.04%
TOTAL $910,339,512 $3,638,020,264 100.00%
Source: County Clerks of Cole County and Callaway County.
(1) Includes State assessed and local utilities.
(2) Assumes all personal property is assessed at 33 1/3%; because certain subclasses of tangible personal property are assessed at
less than 33 1/3%, the estimated actual valuation for personal property would likely be greater than that shown above. See
"Assessment Procedure" discussed above.
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History of Property Valuations. The total assessed valuation of all taxable tangible property situated in
the City (excluding incremental increase in assessed valuation over the established assessed valuation base
within TIF Redevelopment Areas (defined herein) located within the City) according to the assessments of
January 1 in each of the following years, as adjusted through December 31 (except for calendar year 2019, which
reflects the assessed valuation after Board of Equalization adjustments) has been as follows:
Calendar Assessed Percent
Year Valuation Change
2019 $910,339,512 1.72%
2018 894,954,520 0.20%
2017 893,179,890 1.22%
2016 882,456,576 2.25%
2015 863,071,468 0.73%
Source: For calendar years 2015 through 2018, Missouri State Auditor Property Tax Rate Reports. For calendar year 2019,
County Clerks of Cole County and Callaway County.
Property Tax Collection Procedure
Generally Property taxes are levied and collected for the City by Cole County and Callaway County,
for which each County receives a collection fee of approximately 1% of the gross tax collections made by each
County.
The City is required by law to prepare an annual budget, which includes an estimate of the amount of
revenues to be received from all sources for the budget year, including an estimate of the amount of money
required to be raised from property taxes and the tax levy rates required to produce such amounts. The budget
must also include proposed expenditures and must state the amount required for the payment of interest,
amortization and redemption charges on the City's debt for the ensuing budget year. Such estimates are based
on the assessed valuation figures provided by the respective County Clerks. As required under SB 711 (discussed
below), the City must informally project nonbinding tax levies for the year and return such projected tax levies
to the County Clerk in April. The City must fix its ad valorem property tax rates and certify them to each County
Clerk no later than September 1st for entry in the tax books. Taxes are levied at the City's tax rate per $100 of
assessed valuation. The Missouri State Auditor is responsible for reviewing the rate of tax to ensure that it does
not exceed constitutional rate limits.
Real property within the City is assessed by the County Assessor of Cole County (for the portion of the
City located in Cole County) and the County Assessor of Callaway County (for the portion of the City located
in Callaway County). Each County Assessor is responsible for preparing the tax rolls each year and for
submitting tax rolls to the Board of Equalization of their respective County. The Board of Equalization of each
County has the authority to question and determine the proper value of property and then adjust and equalize
individual properties appearing on the tax rolls. After local appeal procedures have been completed, the books
are finalized and sent to the respective County collectors (the "County Collector"). Each County Collector
extends the taxes on the tax rolls and issues the tax statements in early December.
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City's Rights in Event of Tax Delinquency. Taxes are due by December 31" and become delinquent if
not paid to the respective County Collector by that time. All tracts of land and city lots on which delinquent
taxes are due are charged with a penalty of 18% of each year's delinquency. Taxes on real estate become
delinquent on January 1st and each respective County Collector is required to enforce the State of Missouri's lien
by offering the property for sale in August of that year. If the offering does not produce a bid equal to the
delinquent taxes plus interest, penalty, and costs, the property is offered for sale again the following year. If the
second offering also does not produce a bid adequate to cover the amount due, the property is sold the following
year to the highest bidder. Tax sales at the first or second offerings are subject to the owner's redemption rights.
Delinquent personal property taxes constitute a debt of the person assessed with the taxes, and a personal
judgment can be rendered for such taxes against the debtor. Personal property taxes also become delinquent on
January 1St. Collection suits may be commenced on or after February 1St and must be commenced within three
years
Each County Collector is required to make disbursements of collected taxes to the City each month.
Because of the tax collection procedure described above, the City receives the bulk of its moneys from local
property taxes in the months of December, January and February.
Tax Abatement and Tax Increment Financing
Under Missouri law, tax abatement is available for redevelopers of areas determined by the governing
body of a city to be "blighted." The Land Clearance for Redevelopment Authority Law authorizes ten-year tax
abatement pursuant to Sections 99.700 to 99.715, RSMo. In lieu of ten-year tax abatement, a redeveloper that
is an urban redevelopment corporation formed pursuant to Chapter 353, RSMo, may seek real property tax
abatement for a total period of 25 years. In addition, the Industrial Development Law, Chapter 100, RSMo,
authorizes real and personal property tax abatement for corporations for projects for industrial development.
Currently, there are tax abatement projects located within the City resulting in real and personal property tax
abatement. See also Note 12 to the City's audited financial statements included in the City's 2018 CAFR
attached as Appendix B to this Official Statement.
In addition, the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865,
RSMo, makes available tax increment financing for redevelopment projects in certain areas determined by the
governing body of a city or county to be a "blighted area," "conservation area," or "economic development
area," each as defined in such statute.
Currently, certain portions of the City are located in tax increment financing districts ("TIF
Redevelopment Areas"). Tax increment financing does not diminish the amount of property tax revenues
collected by the City in a TIF Redevelopment Area compared to the property tax revenues collected prior to the
establishment of the TIF Redevelopment Area, but instead acts to freeze such revenues at current levels and
deprives the City and other taxing jurisdictions of all or part of future increases in ad valorem real property tax
revenues that otherwise would have resulted from increases in assessed valuation in such TIF Redevelopment
Areas (the "TIF Increment"). The TIF Increment is captured by the TIF Redevelopment Areas until the tax
increment financing obligations issued are repaid or the tax increment financing period terminates.
According to the Cole County Assessor's office, the assessed valuation of property located within TIF
Redevelopment Areas in the City that is attributable to the incremental increase in assessed valuation of such
property over the established assessed valuation base of such property (i.e., attributable to the TIF Increment)
was approximately $1,471,550 for the 2019 tax year. See also "TAX INFORMATION — Property Valuations
— Current Assessed Valuation" and "—History of ProperV Valuations" herein and Note 12 to the City's audited
financial statements included in the City's 2018 CAFR attached as Appendix B to this Official Statement.
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Property Tax Levies
No Debt Service Tax Levy. The City does not currently have any outstanding general obligation bond
debt; therefore, the City does not impose any debt service property tax levy. If the City were to issue general
obligation bonds in the future, once indebtedness has been approved by the voters and the general obligation
bonds are issued, the City would be required under Article VI, Section 26(0 of the Missouri Constitution to levy
an annual debt service tax on all taxable tangible property therein sufficient to pay the interest and principal of
the general obligation bonds as such payments become due and to retire the bonds within 20 years from the date
the bonds are issued. If such general obligation bonds are issued by the City in the future, the City Council
would have the authority to set the tax rate for debt service, without limitation as to rate or amount, at the level
required to make such payments on the general obligation bonds.
Operating Levy. Currently, for the calendar year/tax year ending December 31, 2019, the City will levy
(1) a property tax for its general governmental services (the "General Fund Levy") equal to $0.4600 per $100
of assessed valuation (applicable to the City's current Fiscal Year ending October 31, 2020, because the property
tax is levied in calendar year ending December 31, 2019), and (2) a property tax for its firemen's retirement fund
(the "Firemen's Retirement Levy") equal to $0.0961 per $100 of assessed valuation (applicable to the City's
current Fiscal Year ending October 31, 2020, because the property tax is levied in calendar year ending
December 31, 2019), based upon the assessed value of all tangible taxable real and personal property located
within the City as of January 1, 2019, after Board of Equalization adjustments.
Any property taxes levied by the City for operations, such as the City's General Fund Levy and the
Firemen's Retirement Levy (collectively, the "Operating Levy") cannot exceed the "Tax Levy Ceiling" for
the current year without voter approval. The Tax Levy Ceiling, determined annually, is the rate of levy which,
when charged against the newly assessed valuation of the city for the current year, excluding new construction
and improvements, will produce an amount of tax revenues equal to tax revenues for the previous year increased
by the lesser of (1) actual assessment growth, (2) 5% or (3) the Consumer Price Index.
Pursuant to Article X, Section 11(c) of the Missouri Constitution, any increase in the City's Operating
Levy above $1.00 must be approved by two-thirds of the voters voting on the proposition. Without the required
percentage of voter approval, the Tax Levy Ceiling cannot at any time exceed the greater of the tax rate in effect
in 1980 or the most recent voter -approved tax rate (as adjusted pursuant to the provisions of the Hancock
Amendment and SB 711, as defined and more fully explained below). If the City were to issue general obligation
bonds in the future, the tax levy for debt service on such general obligation bonds would be exempt from the
calculations of and limitations upon the Tax Levy Ceiling.
Article X, Section 22(a) of the Missouri Constitution (popularly known as the "Hancock
Amendment"), approved in 1980, places limitations on total state revenues and the levying or increasing of
taxes without voter approval. The Missouri Supreme Court has interpreted the definition of "total state revenues"
to exclude voter -approved tax increases. The Hancock Amendment also includes provisions for rolling back tax
rates. If the assessed valuation of property, excluding the value of new construction and improvements, increases
by a larger percentage than the increase in the Consumer Price Index from the previous year (or 5%, if greater),
the maximum authorized current levy must be reduced to yield the same gross revenue from existing property,
adjusted for changes in the Consumer Price Index, as could have been collected at the existing authorized levy
on the prior assessed value. This reduction is often referred to as a "Hancock Rollback." If the City were to
issue general obligation bonds in the future, the tax levy for debt service on such general obligation bonds would
be exempt from the Hancock Rollback limitations.
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In 2008, through the enactment of Senate Bill 711 ("SB 711"), the Missouri General Assembly approved
further limitations on the amount of property taxes that can be imposed by a local governmental unit. Prior to
the enactment of SB 711, a Hancock Rollback would not necessarily result in a reduction of a city's actual
Operating Tax Levy if its current tax levy was less than its current Tax Levy Ceiling, due to the city's voluntary
rollback from the maximum authorized tax levy. Under SB 711, in reassessment years (odd -numbered years),
the Hancock rollback is applied to a city's actual Operating Tax Levy, regardless of whether that levy is at the
city's Tax Levy Ceiling. This further reduction is sometimes referred to as an "SB 711 Rollback." In non -
reassessment years (even -numbered years), the Operating Levy may be increased to the city's Tax Levy Ceiling
(as adjusted by the Hancock rollback), only after a public hearing and adoption of a resolution or policy statement
justifying the action.
History of Property Tax Levies. The following table shows the City's property tax levies (per $100 of
assessed valuation) for the City's current fiscal year ending October 31, 2020, the Fiscal Year ended October
31, 2019, and each of the prior Fiscal Years listed below:
Fiscal Year Firemen's Total
Ended General Retirement Property Tax
October 31 Fund Fund Levy
2020 $0.4600 $0.0961 $0.5561
2019 0.4600 0.0961 0.5561
2018 0.4600 0.0961 0.5561
2017 0.4600 0.0961 0.5561
2016 0.4600 0.0961 0.5561
2015 0.4600 0.0961 0.5561
Source: Missouri State Auditor Property Tax Rate Reports for calendar years 2014 through 2018; City's Comprehensive Annual
Financial Reports for Fiscal Years ended October 31, 2016 through 2018. Tax Rate Certification Letter for calendar
year ending December 31, 2019, relating to City's fiscal year ending October 31, 2020.
Property Tax Collection Record
The following table sets forth tax collection information for the City for the last five Fiscal Years.
Current and Delinquent
Fiscal Year Total Nete'1 Taxes Collected
Ended Total Taxes
October 31 Lev Levied Amount %
2019 $0.5561 $4,951,089 $4,747,041 95.9%
2018 0.5561 4,896,931 4,761,805 97.2%
2017 0.5561 4,838,766 4,720,216 97.5%
2016 0.5561 4,728,336 4,601,526 97.3%
2015 0.5561 4,693,499 4,604,388 98.1%
Source: Missouri State Auditor Property Tax Rate Reports for calendar years 2014 through 2018; For Fiscal Years ended October
31, 2015 through 2018, City's Comprehensive Annual Financial Report for Fiscal Year ended October 31, 2018,
"Statistical Section" pg. 120. For Fiscal Year ended October 31, 2019, the City's unaudited internal records.
00) "Total Net Taxes Levied" is calculated by dividing the assessed valuation (as of the calendar year prior to the Fiscal
Year shown) by 100 and multiplying by the Total Levy then subtracting the one percent (1%) fee charged by Callaway
County and Cole County for collecting property taxes for the benefit of the City. The assessed valuation used is the
assessed valuation of the City as adjusted through December 31 of the calendar year prior to the Fiscal Year shown. The
assessed valuation includes state assessed railroad and utility property, but excludes assessed valuation amounts
attributable to the incremental increase in assessed valuation over the established assessed valuation base within TIF
Redevelopment Areas located within the City. See the explanation under the section captioned "Tax Abatement and
Tax Increment Financing" herein.
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Major Property Taxpayers
The following table shows the ten taxpayers with the greatest total assessed valuation as of January 1,
2019, after Board of Equalization adjustments:
Owner
Unilever
Union Electric Company
Missouri American Water Co
Wal-Mart
Scholastic Inc
Jefferson City Medical Group
Wildwood Crossing Shopping Center
Atrium Finance
Sam's Real Estate Business Trust
Menard Inc.
Type of Use
Manufacturing
Utility
Utility
Retail
Publishing
Healthcare
Retail
Hotel/convention center
Retail
Retail
Source: Cole County Assessor.
Sales Tax Collections
Assessed
Valuation
$15,647,992
13,533,660
10,118,963
8,960,000
6,124,440
6,072,000
4,640,000
3,680,000
3,664,000
3,504,770
Total $75,945,825
Approximate
Percentage of
Total 2019
Assessed
Valuation
1.72%
1.49%
1.11%
0.98%
0.67%
0.67%
0.51%
0.40%
0.40%
0.38%
8.34%
In addition to the City property tax levies on real and personal property, the City collects the following
sales taxes:
• 1 -cent (1.00%) general fund sales tax;
• 1/2 -cent (0.50% of 1.00%) capital improvement sales tax; and
• '/z -cent (0.50% of 1.00%) local parks sales tax (the "0.50% Local Parks Sales Tax")
It is the current intention of the City to satisfy its obligation to make debt service payments on the
Series 2019 Bonds, subject to annual appropriation by the City Council, from revenues generated by the
City's 0.5% Local Parks Sales Tax. However, the City's obligation to make such debt service payments
is not limited to the revenues generated from the 0.50% Local Parks Sales Tax, and such 0.50% Local
Parks Sales Tax revenues are not and cannot be pledged to the payment of the Series 2019 Bonds.
At an election held in April 2005, the qualified voters of the City approved the 0.50% Local Parks Sales
Tax with no sunset provision (i.e., no expiration date). The City began collecting the 0.50% Local Parks Sales
Tax on October 1, 2005.
The City's 0.50% capital improvement sales tax was originally approved by the voters of the City at an
election held in 1987 with a 5 -year sunset limitation. Since 1987, voters of the City have continued to renew the
0.50% capital improvement sales tax for five-year installments. At an election held in the City in August 2016,
the voters of the City approved the most -recent renewal of the 0.50% capital improvement sales tax for a period
of five years, which five-year period began on April 1, 2017, and is set to expire on March 31, 2022. The City
expects to call an election in August 2021 to renew the 0.50% capital improvement sales tax for an additional
five-year period.
The City's 1.00% general fund sales tax is not subject to any sunset limitation (i.e., no expiration date).
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The City's revenue for the Fiscal Years ended October 31, 2014 through 2018, generated from the sales
tax levies are as follows:
Fiscal 1.00% 0.50% 0.50%
Year Ended General Capital Local
October 31 Fund Improvements(' Parks Total
2018 $11,577,513 $5,545,522 $5,554,002 $22,677,037
2017 11,418,901 5,500,311 5,492,397 22,411,609
2016 11,121,425 5,356,330 5,358,988 21,836,743
2015 10,976,960 5,260,753 5,259,477 21,497,190
2014 10,223,956 4,877,931 4,874,018 19,975,905
Source: City's Comprehensive Annual Financial Reports for Fiscal Years ended October 31, 2014 through 2018.
(1) The voters of the City approved the most -recent renewal of the 0.50% capital improvement sales tax for a period of five years,
which five-year period began on April 1, 2017, and is set to expire on March 31, 2022. The City expects to call an election in
August 2021 to renew the 0.50% capital improvement sales tax for an additional five-year period.
Major Sales Taxpayers
The following table shows the ten largest sales taxpayers located within the boundaries of the City and the
percentage of the total taxable retail sales within the City generated by each sales taxpayer as of Fiscal Year ended
October 31, 2018 (the most recent Fiscal Year for which such data is available):
Percentage of Total Taxable
Retail Sales for Fiscal Year
Sales Taxpayer Ended October 31, 2018
Wal-Mart 12.70%
Sam's Club 4.19%
Ameren UE 3.58%
Lowes Home Centers 3.14%
Dillion Stores 3.05%
Hy -Vee 2.84%
Menards 2.62%
Target 1.98%
AT&T Mobility 1.45%
Schnucks 1.41%
36.96%
Source: City's Comprehensive Annual Financial Report for Fiscal Year ended October 31, 2018.
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APPENDIX B
CITY OF JEFFERSON, MISSOURI
COMPREHENSIVE ANNUAL FINANCIAL REPORT
WITH INDEPENDENT AUDITOR'S REPORT
FOR THE YEAR ENDED OCTOBER 31, 2018
APPENDIX C
SUMMARY OF THE BOND ORDINANCE
The following is a summary of certain provisions contained in the Bond Ordinance. The following is not
a comprehensive description, however, and is qualified in its entirety by reference to the Bond Ordinance for a
complete recital of the terms thereof.
Definitions
In addition to words and terms defined elsewhere in this Official Statement, the following are
definitions of certain words and terms used in the Bond Ordinance and this Official Statement unless the
context clearly otherwise requires. Reference is hereby made to the Bond Ordinance for complete definitions
of all terms.
"Bond Counsel" means Gilmore & Bell, P.C., Kansas City, Missouri, or other attorney or firm of
attorneys with a nationally recognized standing in the field of municipal bond financing selected by the City.
"Bond Payment Date" means any date on which principal of or interest on any Bond is payable.
"Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the
office of the Paying Agent.
"Bondowner," "Owner" or "Registered Owner" when used with respect to any Bond means the
Person in whose name such Bond is registered on the Bond Register.
"Bonds" means the Special Obligation Improvement Bonds (Parks System Project), Series 2019, of
the City, in the aggregate principal amount of $7,045,000*, authorized and issued pursuant to the Bond
Ordinance.
"Business Day" means a day, other than a Saturday, Sunday or holiday, on which the Paying Agent is
scheduled in the normal course of its operations to be open to the public for conduct of its banking operations.
"Cede & Co." means Cede & Co., as nominee name of The Depository Trust Company, New York,
New York, and any successor nominee with respect to the Bonds.
"City" means the City of Jefferson, Missouri, and any successors or assigns.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations of the
Treasury Dept(' lent proposed or promulgated thereunder.
"Continuing Disclosure Undertaking" means the Continuing Disclosure Undertaking dated the date
set forth therein, the form of which is attached to the Bond Ordinance.
"Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest
Payment Date.
Preliminary, subject to change.
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"Defeasance Obligations" means any of the following obligations:
(a) United States Government Obligations that are not subject to redemption in advance
of their maturity dates; or
(b) obligations of any state or political subdivision of any state, the interest on which is
excluded from gross income for federal income tax purposes and which meet the following
conditions:
(1) the obligations are (i) not subject to redemption prior to maturity or (ii) the
trustee for such obligations has been given irrevocable instructions concerning their calling
and redemption and the issuer of such obligations has covenanted not to redeem such
obligations other than as set forth in such instructions;
(2) the obligations are secured by cash or United States Government Obligations
that may be applied only to principal of, premium, if any, and interest payments on such
obligations;
(3) such cash and the principal of and interest on such United States
Government Obligations (plus any cash in the escrow fund) are sufficient to meet the
liabilities of the obligations;
(4) such cash and United States Government Obligations serving as security for
the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;
(5) such cash and United States Government Obligations are not available to
satisfy any other claims, including those against the trustee or escrow agent; and
(6) such obligations are rated in a rating category by Moody's or Standard &
Poor's that is no lower than the rating category then assigned by that Rating Agency to United
States Government Obligations.
"Federal Tax Certificate" means the Federal Tax Certificate dated the date set forth therein, delivered
by the City for the Bonds, which sets forth certain facts, covenants, representations, and expectations relating
to the use of Bond proceeds and the use of property financed or refinanced with those proceeds, and the
investment of the Bond proceeds and certain other related money in order to comply with the requirements of
Code imposed on the Bonds.
"Fiscal Year" means the fiscal year of the City, currently November 1 to October 31.
"Interest Payment Date" means the Stated Maturity of an installment of interest on any Bond.
"Maturity" when used with respect to any Bond means the date on which the principal of such Bond
becomes due and payable as therein and provided in the Bond Ordinance, whether at the Stated Maturity
thereof or by call for redemption or otherwise.
"Outstanding," when used with reference to Bonds, means, as of any particular date of
determination, all Bonds theretofore issued and delivered hereunder, except the following Bonds:
(a) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for
cancellation;
and
(b) Bonds deemed to be paid in accordance with the provisions of the Bond Ordinance;
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(c) Bonds in exchange for or in lieu of which other Bonds have been registered and
delivered hereunder.
"Participants" means those financial institutions for whom the Securities Depository effects book -
entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants
exists at the time of such reference.
"Paying Agent" means UMB Bank, N.A., St. Louis, Missouri, and any successors and assigns.
"Permitted Investments" means any of the following securities, if and to the extent the same are at
the time legal for investment of the City's moneys held in the funds and accounts listed in the Bond Ordinance.
(a) United States Government Obligations;
(b) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued
by any bank or trust company organized under the laws of the United States or any state, provided that
such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the
Federal Deposit Insurance Corporation, or (2) continuously and fully secured by United States
Government Obligations which shall have a market value, exclusive of accrued interest, at all times at
least equal to the principal amount of such certificates of deposit or time deposits; and
(c) any other securities or investments that are lawful for the investment of moneys held
in such funds or accounts under the laws of the State of Missouri.
"Person" means any natural person, corporation, partnership, firm, joint venture, association, joint-
stock company, trust, unincorporated organization, or government or any agency or political subdivision
thereof or other public body.
"Project" means the various repairs, replacements, improvements, renovations, expansions and
additions to the City's Parks System to be financed with proceeds of the Bonds.
"Project Fund" means the fund by that name referred to in the Bond Ordinance.
"Purchaser" means , [City], [State], the original purchaser of the Bonds.
"Rebate Fund" means the fund by that name referred to in the Bond Ordinance.
"Record Date" for the interest payable on any Interest Payment Date means the 15th day (whether or
not a Business Day) of the calendar month next preceding such Interest Payment Date.
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for
such redemption pursuant to the terms of the Bond Ordinance.
"Redemption Price" when used with respect to any Bond to be redeemed means the price at which
such Bond is to be redeemed pursuant to the terms of the Bond Ordinance, including the applicable redemption
premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption
Date.
"Replacement Bonds" means Bonds issued to the beneficial owners of the Bonds in accordance with
the Bond Ordinance.
"Securities Depository" means, initially, The Depository Trust Company, New York, New York, and
its successors and assigns.
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"Special Obligation Debt Service Fund" means the fund by that name referred to in the Bond
Ordinance.
"Special Record Date" means the date fixed by the Paying Agent pursuant to the Bond Ordinance for
the payment of Defaulted Interest.
"Stated Maturity" when used with respect to any Bond or any installment of interest thereon means
the date specified in such Bond and the Bond Ordinance as the fixed date on which the principal of such Bond
or such installment of interest is due and payable.
"United States Government Obligations" means bonds, notes, certificates of indebtedness, treasury
bills or other securities constituting direct obligations of, or obligations the principal of and interest on which
are fully and unconditionally guaranteed as to full and timely payment by, the United States of America,
including evidences of a direct ownership interest in future interest or principal payments on obligations issued
or guaranteed by the United States of America (including the interest component of obligations of the
Resolution Funding Corporation).
Security for the Bonds
The Bonds shall be special obligations of the City payable as to both principal and interest solely from
annual appropriations of funds by the City Council for such purpose to be deposited in the Special Obligation
Debt Service Fund. The obligation of the City to make payments into the Special Obligation Debt Service
Fund and for any other obligations of the City under the Bond Ordinance do not constitute a general obligation
or indebtedness of the City for which the City is obligated to levy or pledge any form of taxation, or for which
the City has levied or pledged any form of taxation and shall not be construed to be a debt of the City in
contravention of any applicable constitutional, statutory or City charter limitation or requirement but in each
Fiscal Year shall be payable solely from the amounts pledged or appropriated therefor (1) out of the income
and revenues provided for such Fiscal Year, plus (2) any unencumbered balances for previous Fiscal Years.
Subject to the preceding sentence, the obligations of the City to make payments hereunder and to perform and
observe any other covenant and agreement contained herein shall be absolute and unconditional.
The covenants and agreements of the City contained in the Bond Ordinance and in the Bonds shall be
for the equal benefit, protection and security of the legal owners of any or all of the bonds, all of which Bonds
shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of
the funds to the payment of the principal of and the interest on the Bonds, or otherwise, except as to the rate of
interest and Stated Maturity as provided in the Bond Ordinance.
Covenant to Request Appropriations
Under the Bond Ordinance, the City Council directs that from and after delivery of the Bonds and so
long as any of the Bonds remain Outstanding, subject to the Bond Ordinance, the Mayor, the City
Administrator, the Director of Finance or any other officer of the City at any time charged with the
responsibility of formulating budget proposals to include in each annual budget an appropriation of the amount
necessary (after taking into account any moneys legally available for such purpose) to pay debt service on the
Bonds and to make other payments required pursuant to the Bond Ordinance. The City is not required or
obligated to make any such annual appropriation, and the decision whether or not to appropriate such funds
will be solely within the discretion of the then current City Council.
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Establishment of Funds and Accounts
There have been or shall be established in the treasury of the City and shall be held and administered
by the Director of Finance of the City a Project Fund and a Special Obligation Debt Service Fund. Each fund
shall be maintained as a separate and distinct fund and the moneys therein shall be held, managed, invested,
disbursed and administered as provided in the Bond Ordinance. All moneys deposited in the funds shall be
used solely for the purposes set forth in the Bond Ordinance. The City shall keep and maintain adequate
records pertaining to each fund and all disbursements therefrom.
Application of Moneys in the Project Fund
Moneys in the Project Fund shall be used by the City solely for the purpose of (1) paying the cost of the
Project as provided in the Bond Ordinance, in accordance with the plans and specifications therefor prepared by
the City's architects and engineers and on file in the office of the City Clerk, including any alterations in or
amendments to said plans and specifications deemed advisable by the City's architects and engineers and
approved by the City Council, and (2) paying the costs and expenses of issuing the Bonds, including, but not
limited to, the fees of attorneys, fmancial consultants, accountants, rating agencies, printers and others employed
to render professional services and other costs, fees and expenses incurred in connection with the issuance of the
Bonds.
Upon completion of the Project as hereinbefore provided, any surplus money remaining in the Project
Fund and not required for the payment of unpaid costs thereof shall be deposited into the Special Obligation
Debt Service Fund.
Application of Moneys in the Special Obligation Debt Service Fund.
All amounts paid and credited to the Special Obligation Debt Service Fund shall be expended and
used by the City for the purpose of paying the Bonds as and when the same become due and the usual and
customary fees and expenses of the Paying Agent. The Director of Finance is authorized and directed to
withdraw from the Special Obligation Debt Service Fund sums sufficient to pay the Bonds and the fees and
expenses of the Paying Agent as and when the same become due, and to forward such sums to the Paying
Agent in a manner which ensures that the Paying Agent will receive immediately available funds in such
amounts on or before the Business Day immediately preceding the dates when such principal, interest and fees
of the Paying Agent will become due. If, through the lapse of time or otherwise, the Registered Owners of
Bonds are no longer entitled to enforce payment of the Bonds or the interest thereon, the Paying Agent shall
return said funds to the City. All moneys deposited with the Paying Agent shall be deemed to be deposited in
accordance with and subject to all of the provisions contained in the Bond Ordinance and shall be held in trust
by the Paying Agent for the benefit of the Registered Owners of the Bonds entitled to payment from such
moneys.
Any moneys or investments remaining in the Special Obligation Debt Service Fund after the
redemption and payment of all the Bonds shall be transferred and paid into the appropriate fund(s) of the City as
required by law.
Application of Moneys in the Rebate Fund.
There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein
pursuant to the Federal Tax Certificate. All money in the Rebate Fund shall be held in trust, to the extent
required to satisfy the Rebate Amount (as defined in the Federal Tax Certificate), for payment to the United
States of America, and neither the City nor the Registered Owner of any Bond shall have any rights in or claim
to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section
505 and the Federal Tax Certificate.
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The City shall periodically determine the rebatable arbitrage under Section 148(0 of the Code in
accordance with the Federal Tax Certificate, and the City shall make payments to the United States
Government at the times and in the amounts determined under the Federal Tax Certificate. Any funds
remaining in the Rebate Fund after redemption and payment of all of the Bonds and the interest thereon and
payment and satisfaction of any Rebate Amount, or provision made therefor, shall be released to the City.
Notwithstanding any other provision of the Bond Ordinance, the City's obligation to pay rebatable
arbitrage to the United States and to comply with all other requirements of the Federal Tax Certificate will
survive the defeasance or payment in full of the Bonds.
Payments Due on Saturdays, Sundays and Holidays
In any case where a Bond Payment Date is not a Business Day, then payment of principal,
Redemption Price or interest need not be made on such Bond Payment Date but may be made on the next
succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no
interest shall accrue for the period after such Bond Payment Date.
Nonpresentment of Bonds
If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds
sufficient to pay such Bond have been made available to the Paying Agent all liability of the City to the
Registered Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely
discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for
interest thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted
exclusively to such funds for any claim of whatever nature on his part under the Bond Ordinance or on, or with
respect to, said Bond. If any Bond is not presented for payment within one year following the date when such
Bond becomes due at Maturity, the Paying Agent shall repay to the City the funds theretofore held by it for
payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation,
thereafter be an unsecured obligation of the City, and the Registered Owner thereof shall be entitled to look
only to the City for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and
the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.
Deposit and Investment of Moneys
Moneys in each of the funds and accounts created by and referred to in the Bond Ordinance shall be
deposited in a bank or banks or other legally permitted financial institutions located in the State of Missouri
that are members of the Federal Deposit Insurance Corporation. All such deposits shall be continuously and
adequately secured by the banks or financial institutions holding such deposits as provided by the laws of the
State of Missouri.
Moneys held in any fund or account held in the custody of the City referred to in the Bond Ordinance
may be invested in Permitted Investments; provided, however, that no such investment shall be made for a
period extending longer than the date when the moneys invested may be needed for the purpose for which such
fund or account was created. All earnings on any investments held in any fund or account shall accrue to and
become a part of such fund or account. In determining the amount held in any fund or account under any of
the provisions of the Bond Ordinance, obligations shall be valued at the lower of the cost or the market value
thereof.
Annual Audit
Annually, promptly after the end of the Fiscal Year, the City will cause an audit to be made of its
funds and accounts for the preceding Fiscal Year by an independent public accountant or firm of independent
public accountants.
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Within 30 days after the completion of each such audit and approval thereof by the City Council,
a copy thereof shall be filed in the office of the City Clerk. Such audits filed in the office of the City
Clerk shall at all times during the usual business hours of the City be open to the examination and
inspection by any Registered Owner of any of the Bonds, or by anyone acting for or on behalf of such
Registered Owner. The City will file or will cause to be filed a copy of the audit with the Municipal
Securities Rulemaking Board in the manner and within the time period required under the Continuing
Disclosure Undertaking.
As soon as possible after the completion of the annual audit, the City Council shall review such
audit, and if the audit discloses that proper provision has not been made for all of the requirements of the
Ordinance, the City shall, subject to the terms of the Bond Ordinance, promptly cure such deficiency.
Tax Covenants
The City covenants and agrees that (1) it will comply with all applicable provisions of the Code
necessary to maintain the exclusion from federal gross income of the interest on the Bonds and (2) comply
with all provisions and requirements of the Federal Tax Certificate. The City will also pass such other
ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with
all other applicable future laws, regulations, published rulings and judicial decisions in order to ensure that the
interest on the Bonds will remain excluded from federal gross income, to the extent any such actions can be
taken by the City.
The covenants contained in the Bond Ordinance and in the Federal Tax Certificate will remain in full
force and effect notwithstanding the defeasance of the Bonds pursuant to the Bond Ordinance or any other
provision of this Ordinance until the final Maturity of all Bonds Outstanding.
Acceleration of Maturity Upon Default
The City covenants and agrees that if it defaults in the payment of the principal of or interest on any of
the Bonds as the same become due on any Bond Payment Date, or if the City or its governing body or any of
the officers, agents or employees thereof fail or refuse to comply with any of the provisions of the Bond
Ordinance or of the constitution or statutes of the State of Missouri, and such default continues for a period of
30 days after written notice specifying such default has been given to the City by any Registered Owner of any
Bond then Outstanding, or if the City declares bankruptcy, then, at any time thereafter and while such default
continues, the Registered Owners of 25% in principal amount of the Bonds then Outstanding may, by written
notice to the City filed in the office of the City Clerk or delivered in person to said City Clerk, exercise any of
the remedies specified below. This provision, however, is subject to the condition that if all arrears of interest
upon all of said Bonds, except interest accrued but not yet due on such Bonds, and all arrears of principal upon
all of said Bonds has been paid in full and all other defaults, if any, by the City under the provisions of the
Bond Ordinance and under the provisions of the statutes of the State of Missouri have been cured, then and in
every such case the Registered Owners of a majority in principal amount of the Bonds then Outstanding, by
written notice to the City given as hereinbefore specified, may rescind and annul such declaration and its
consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair
any rights consequent thereon.
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Other Remedies
The provisions of the Bond Ordinance, including the covenants and agreements herein contained, shall
constitute a contract among the City and the Registered Owners of the Bonds, and the Registered Owner or
Owners of not less than 1 0% in principal amount of the Bonds at the time Outstanding shall have the right for
the equal benefit and protection of all Registered Owners of Bonds similarly situated:
(a) by mandamus or other suit, action or proceedings at law or in equity to enforce the
rights of such Registered Owner or Owners against the City and its officers, agents and employees,
and to require and compel duties and obligations required by the provisions of the Bond Ordinance or
by the constitution and laws of the State of Missouri;
(b) by suit, action or other proceedings in equity or at law to require the City, its officers,
agents and employees to account as if they were the trustees of an express trust; and
(c) by suit, action or other proceedings in equity or at law to enjoin any acts or things
which may be unlawful or in violation of the rights of the Registered Owners of the Bonds.
Limitation on Rights of Bondowners
The covenants and agreements of the City contained herein and in the Bonds shall be for the equal
benefit, protection and security of the legal owners of any or all of the Bonds. All of the Bonds shall be of
equal rank and without preference or priority of one Bond over any other Bond in the application of the funds
herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate
of interest, or date of Maturity or right of prior redemption as provided in the Bond Ordinance. No one or
more Bondowners secured hereby shall have any right in any manner whatever by his or their action to affect,
disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in
the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for
the equal benefit of all Registered Owners of such Outstanding Bonds.
No Obligation to Levy Taxes
Nothing contained in the Bond Ordinance shall be construed as imposing on the City any duty or
obligation to levy any taxes either to meet any obligation incurred herein or to pay the principal of or interest
on the Bonds.
Defeasance
When any or all of the Bonds or the interest payments thereon shall have been paid and discharged,
then the requirements contained in the Bond Ordinance and all other rights granted hereby shall terminate with
respect to the Bonds or interest payments so paid and discharged. Bonds or the interest payments thereon shall
be deemed to have been paid and discharged within the meaning of the Bond Ordinance if there has been
deposited with the Paying Agent or other commercial 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 for and irrevocably appropriated thereto, moneys and/or Defeasance
Obligations which, together with the interest to be earned thereon, will be sufficient for the payment of the
principal or Redemption Price of said Bonds, and/or interest to accrue on such Bonds to the Stated Maturity or
Redemption Date, as the case may be, or if default in such payment shall have occurred on such date, then to
the date of the tender of such payments; provided, however, that if any such Bonds shall be redeemed prior to
the Stated Maturity thereof, (1) 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 an escrow agent to give irrevocable instructions, to the Paying Agent to redeem such Bonds in compliance
with the Bond Ordinance.
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Amendments
The Continuing Disclosure Undertaking is exempt from the provisions of this section in the Bond
Ordinance and is subject to amendment and modification only as provided therein. The rights and duties of the
City and the Bondowners, and the terms and provisions of the Bonds or of the Bond Ordinance, may be amended
or modified at any time in any respect by ordinance of the City with the written consent of the Registered Owners
of not less than a majority in principal amount of the Bonds then Outstanding, such consent to be evidenced by an
instrument or instruments executed by such Registered Owners and duly acknowledged or proved in the manner
of a deed to be recorded, and such instrument or instruments shall be filed with the City Clerk, but no such
modification or alteration shall:
(a) extend the maturity of any payment of principal or interest due upon any Bond;
(b) effect a reduction in the amount which the City is required to pay as principal of or
interest on any Bond;
(c) permit preference or priority of any Bond over any other Bond; or
(d) reduce the percentage in principal amount of Bonds required for the written consent to
any modification or alteration of the provisions of the Bond Ordinance.
Any provision of the Bonds or of the Bond Ordinance may, however, be amended or modified by
ordinance duly adopted by the City Council at any time in any legal respect with the written consent of the
Registered Owners of all of the Bonds at the time Outstanding.
Without notice to or the consent of any Bondowners, the City may amend or supplement the Bond
Ordinance for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein, or in
connection with any other change therein which is not materially adverse to the security of the Bondowners.
C-9
APPENDIX D
FORM OF CONTINUING DISCLOSURE UNDERTAKING
This CONTINUING DISCLOSURE UNDERTAKING dated as of November 18, 2019 (this "Continuing
Disclosure Undertaking"), is executed and delivered by CITY OF JEFFERSON, MISSOURI (the
"Issuer").
RECITALS
1. This Continuing Disclosure Undertaking is executed and delivered by the Issuer in connection
with the issuance by the Issuer of $7,045,000* Special Obligation Improvement Bonds (Parks System
Project), Series 2019 (the "Bonds"), pursuant to an ordinance passed by the City Council of the Issuer (the
"Ordinance").
2. The Issuer is entering into this Continuing Disclosure Undertaking for the benefit of the
Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule
15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule").
The Issuer is the only "obligated person" with responsibility for continuing disclosure hereunder.
The Issuer covenants and agrees as follows:
Section 1. Definitions. In addition to the defmitions set forth in the Ordinance, which apply to
any capitalized term used in this Continuing Disclosure Undertaking unless otherwise defined in this Section,
the following capitalized terms shall have the following meanings:
"Annual Report" means any Annual Report provided by the Issuer pursuant to, and as described in,
Section 2 of this Continuing Disclosure Undertaking.
"Beneficial Owner" means any registered owner of any Bonds and any person which (a) has the
power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as
the owner of any Bonds for federal income tax purposes.
"Business Day" means a day other than (a) a Saturday, Sunday or legal holiday, (b) a day on which
banks located in any city in which the principal office or designated payment office of the paying agent or the
Dissemination Agent is located are required or authorized by law to remain closed, or (c) a day on which the
Securities Depository or the New York Stock Exchange is closed.
"Dissemination Agent" means any entity designated in writing by the Issuer to serve as
dissemination agent pursuant to this Continuing Disclosure Undertaking and which has filed with the Issuer a
written acceptance of such designation.
"EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures
established and maintained by the MSRB, which can be accessed at www.emma.msrb.org.
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or
(c) guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not include
Preliminary, subject to change.
D-1
municipal securities as to which a final official statement has been provided to the MSRB consistent with the
Rule.
"Fiscal Year" means the 12 -month period beginning on November 1 and ending on October 31 or
any other 12 -month period selected by the Issuer as the Fiscal Year of the Issuer for financial reporting
purposes.
"Material Events" means any of the events listed in Section 3 of this Continuing Disclosure
Undertaking.
"MSRB" means the Municipal Securities Rulemaking Board, or any successor repository designated
as such by the Securities and Exchange Commission in accordance with the Rule.
"Participating Underwriter" means any of the original underwriter(s) of the Bonds required to
comply with the Rule in connection with the offering of the Bonds.
Section 2. Provision of Annual Reports.
(a) The Issuer shall, not later April 30th after the end of the Issuer's Fiscal Year, commencing
with the Fiscal Year ended October 31, 2019, file with the MSRB, through EMMA, the
following financial information and operating data (the "Annual Report"):
(1) The audited financial statements of the Issuer for the prior Fiscal Year, prepared in
accordance with accounting principles generally accepted in the United States. If
audited financial statements are not available by the time the Annual Report is
required to be provided pursuant to this Section, the Annual Report shall contain
unaudited financial statements in a format similar to the financial statements
contained in the final Official Statement relating to the Bonds, and the audited
financial statements shall be provided in the same manner as the Annual Report
promptly after they become available.
(2) Updates as of the end of the Fiscal Year of certain financial information and
operating data contained in the final Official Statement related to the Bonds, as
described in Exhibit A, in substantially the same format contained in the final
Official Statement with such adjustments to formatting or presentation determined to
be reasonable by the Issuer.
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues with respect to which the Issuer is an "obligated
person" (as defined by the Rule), which have been provided to the MSRB and are available
through EMMA or the Securities and Exchange Commission. If the document included by
reference is a final official statement, it must be available from the MSRB on EMMA. The
Issuer shall clearly identify each such other document so included by reference.
In each case, the Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross-reference other information as provided in
this Section; provided that the audited financial statements of the Issuer may be submitted
separately from the balance of the Annual Report and later than the date required above for
the filing of the Annual Report if they are not available by that date. If the Issuer's Fiscal
Year changes, it shall give notice of such change in the same manner as for a Material Event
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under Section 3, and the Annual Report deadline provided above shall automatically become
the last day of the sixth month after the end of the Issuer's new fiscal year.
(b) The Annual Report shall be filed with the MSRB in such manner and format as is prescribed
by the MSRB.
Section 3. Reporting of Material Events. Not later than 10 Business Days after the
occurrence of any of the following events, the Issuer shall give, or cause to be given to the MSRB, through
EMMA, notice of the occurrence of any of the following events with respect to the Bonds ("Material
Events"):
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
(7) modifications to rights of bondholders, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Bonds, if material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the obligated person;
(13) the consummation of a merger, consolidation, or acquisition involving the obligated person or
the sale of all or substantially all of the assets of the obligated person, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
(14) appointment of a successor or additional trustee or the change of name of the trustee, if
material;
(15) incurrence of a Financial Obligation of the obligated person, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the obligated person, any of which affect security holders, if material; and
(16) default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of a Financial Obligation of the obligated person, any of which reflect
financial difficulties.
If the Issuer has not submitted the Annual Report to the MSRB by the date required in Section 2(a),
the Issuer shall send a notice to the MSRB of the failure of the Issuer to file on a timely basis the Annual
Report, which notice shall be given by the Issuer in accordance with this Section 3.
Section 4. Termination of Reporting Obligation. The Issuer's obligations under this
Continuing Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in
full of all of the Bonds. If the Issuer's obligations under this Continuing Disclosure Undertaking are assumed
in full by some other entity, such person shall be responsible for compliance with this Continuing Disclosure
Undertaking in the same manner as if it were the Issuer, and the Issuer shall have no further responsibility
hereunder. If such termination or substitution occurs prior to the final maturity of the Bonds, the Issuer shall
give notice of such termination or substitution in the same manner as for a Material Event under Section 3.
D-3
Section 5. Dissemination Agents. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Undertaking,
and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent. Any Dissemination Agent may resign as dissemination agent hereunder at any time upon 30 days prior
written notice to the Issuer. The Dissemination Agent shall not be responsible in any manner for the content of
any notice or report (including without limitation the Annual Report) prepared by the Issuer pursuant to this
Continuing Disclosure Undertaking.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing
Disclosure Undertaking, the Issuer may amend this Continuing Disclosure Undertaking and any provision of
this Continuing Disclosure Undertaking may be waived, provided that Bond Counsel or other counsel
experienced in federal securities law matters provides the Issuer with its written opinion that the undertaking of
the Issuer contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule
and all current amendments thereto and interpretations thereof that are applicable to this Continuing Disclosure
Undertaking.
In the event of any amendment or waiver of a provision of this Continuing Disclosure Undertaking,
the Issuer shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable,
a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of
a change of accounting principles, on the presentation) of financial information or operating data being
presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in
preparing financial statements, (1) notice of such change shall be given in the same manner as for a Material
Event under Section 3, and (2) the Annual Report for the year in which the change is made should present a
comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as
prepared on the basis of the new accounting principles and those prepared on the basis of the former
accounting principles.
Section 7. Additional Information. Nothing in this Continuing Disclosure Undertaking shall
be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination
set forth in this Continuing Disclosure Undertaking or any other means of communication, or including any
other information in any Annual Report or notice of occurrence of a Material Event, in addition to that required
by this Continuing Disclosure Undertaking. If the Issuer chooses to include any information in any Annual
Report or notice of occurrence of a Material Event, in addition to that specifically required by this Continuing
Disclosure Undertaking, the Issuer shall have no obligation under this Continuing Disclosure Undertaking to
update such information or include it in any future Annual Report or notice of occurrence of a Material Event.
Section 8. Default. If the Issuer fails to comply with any provision of this Continuing
Disclosure Undertaking, any Participating Underwriter or any Beneficial Owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking mandamus or specific performance by court
order, to cause the Issuer to comply with its obligations under this Continuing Disclosure Undertaking. A
default under this Continuing Disclosure Undertaking shall not be deemed an event of default under the
Ordinance or the Bonds, and the sole remedy under this Continuing Disclosure Undertaking in the event of any
failure of the Issuer to comply with this Continuing Disclosure Undertaking shall be an action to compel
performance.
Section 9. Beneficiaries. This Continuing Disclosure Undertaking shall inure solely to the
benefit of the Issuer, the Participating Underwriter, and the Beneficial Owners from time to time of the Bonds,
and shall create no rights in any other person or entity.
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Section 10. Severability. If any provision in this Continuing Disclosure Undertaking, the
Ordinance or the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
Section 11. Electronic Transactions. The arrangement described herein may be conducted and
related documents may be sent, received, or stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the
appropriate court of law.
Section 12. Governing Law. This Continuing Disclosure Undertaking shall be governed by and
construed in accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the Issuer has caused this Continuing Disclosure Undertaking to be
executed as of the day and year first above written.
(SEAL)
By:
Name: Phyllis Powell
Title: City Clerk
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CITY OF JEFFERSON, MISSOURI
By:
Name: Carrie Tergin
Title: Mayor
EXHIBIT A
TO CONTINUING DISCLOSURE UNDERTAKING
FINANCIAL INFORMATION AND OPERATING DATA TO BE
INCLUDED IN ANNUAL REPORT
The financial information and operating data contained in the tables under the following
described sections in Appendix A of the final Official Statement relating to the Bonds:
• FINANCIAL INFORMATION
o Sources of Revenue
o Summary of Receipts, Expenditures and Changes in Governmental Fund Balances
• TAX INFORMATION
o Property Valuations
• History of Property Valuations
o Property Tax Collection Record
o Sales Tax Collections
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APPENDIX E
BOOK -ENTRY ONLY SYSTEM
The following information concerning DTC and DTC's Book Entry Only System has been obtained
from sources that the City believes to be reliable, but is not guaranteed as to accuracy or completeness by and
is not to be construed as a representation by the City, the Paying Agent or the Underwriter. The City, the
Paying Agent and the Underwriter make no assurances that DTC, Direct Participants, Indirect Participants or
other nominees of the Beneficial Owners will act in accordance with the procedures described above or in a
timely manner.
General. The Bonds are available in book -entry only form. Purchasers of the Bonds will not receive
certificates representing their interests in the Bonds. Ownership interests in the Bonds will be available to
purchasers only through a book -entry system (the "Book -Entry System") maintained by The Depository
Trust Company ("DTC"), New York, New York.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for
each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited
with DTC. The following discussion will not apply to any Bonds issued in certificate form due to the
discontinuance of the DTC Book Entry Only System, as described below.
DTC and its Participants. DTC, the world's largest securities depository, is a limited -purpose trust
company organized under the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for
over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money
market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with
DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book -entry transfers and pledges between
Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is
owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as
both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that
clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More information about DTC can be
found at www.dtcc.com.
Purchase of Ownership Interests. Purchases of the Bonds under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership
interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to
be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
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Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the
Bonds, except in the event that use of the book -entry system for the Bonds is discontinued.
Transfers. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by
an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of
Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be
in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders,
defaults, and proposed amendments to the Bond Ordinance. For example, Beneficial Owners of the Bonds
may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit
notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the Paying Agent and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.
Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect
to the Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the
Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments of Principal, Redemption Price and Interest. Payment of principal or redemption price of
and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's
receipt of funds and corresponding detail information from the City or the Paying Agent, on the payment date
in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held
for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, its nominee, the Paying Agent or the City, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal or redemption price of
and interest on the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the City or the Paying Agent. Disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct and Indirect Participants.
Discontinuation of Book -Entry System. DTC may discontinue providing its services as securities
depository with respect to the Bonds at any time by giving reasonable notice to the City or the Paying Agent.
Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates
are required to be printed and delivered as described in the Bond Ordinance.
The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed, registered in the name of
DTC's partnership nominee, Cede & Co. (or such other name as may be requested by an authorized
representative of DTC), and delivered to DTC (or a successor securities depository), to be held by it as
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securities depository for Direct Participants. If, however, the system of book -entry -only transfers has been
discontinued and a Direct Participant has elected to withdraw its Bonds from DTC (or such successor
securities depository), Bond certificates may be delivered to Beneficial Owners in the manner described in the
Bond Ordinance.
RESPONSIBILITY OR OBLIGATIONS TO SUCH PARTICIPANTS OR THE PERSONS FOR
WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING
OF NOTICE FOR THE PARTICIPANTS, THE INDIRECT PARTICIPANTS, OR THE BENEFICIAL
OWNERS.
THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK -ENTRY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY AND THE UNDERWRITER
BELIEVE TO BE RELIABLE, BUT THE CITY AND THE UNDERWRITER TAKE NO
RESPONSIBILITY FOR THE ACCURACY THEREOF, AND NEITHER THE PARTICIPANTS NOR
THE BENEFICIAL OWNERS SHOULD RELY ON THE FOREGOING INFORMATION WITH
RESPECT TO SUCH MATTERS BUT SHOULD INSTEAD CONFIRM THE SAME WITH DTC OR THE
PARTICIPANTS, AS THE CASE MAY BE.
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EXHIBIT F
TO ORDINANCE
FORM OF PAYING AGENT AGREEMENT
REGISTRAR / PAYING AGENT AGREEMENT
(Book Entry Only Bonds)
THIS AGREEMENT is made and entered into this 3rd day of December 2019 by and between the City of Jefferson,
Missouri, hereinafter called "ISSUER", and UMB Bank, N.A., a national banking association with its principal
payment office in Kansas City, Missouri, in its capacity as paying agent/escrow agent and registrar, hereinafter called
the "AGENT".
WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution,
order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER,
hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments,
more particularly described as $7,045,000 the City of Jefferson, Missouri, Special Obligation Improvement Bonds
(Parks System Project), Series 2019, hereinafter called the "Bonds"; and
WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent for
the purpose of performing registrar and paying agent services, to wit: establishing and maintaining a record of the
owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making
payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related
purposes; and
WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary
facilities to properly perform the required services as such registrar and paying agent and is willing to serve in such
capacities for the ISSUER;
NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as
follows:
1. The ISSUER has designated and appointed the AGENT as registrar and paying agent of the Bonds pursuant to the
Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein
and herein. To the extent any term or provision regarding the obligations of the AGENT set forth in the Bond
Document conflicts with this Agreement, the Bond Document shall control. The ISSUER agrees that it will not amend,
without the prior written consent of the AGENT, the Bond Document in a manner so as to add to or alter the liabilities
or protections of the AGENT. Any such amendment of the Bond Document done without the prior written consent of
the AGENT will not be effective against the AGENT. Nothing herein shall prevent the ISSUER from amending the
Bond Document without the prior written consent of the AGENT if such amendment does not add to or alter the
liabilities or protections of the AGENT.
2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the
Bonds, which shall contain, a written opinion by an attorney or by a firm of attorneys, and any supporting or
supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by,
are legally binding upon and are enforceable against the ISSUER.
3. The AGENT shall maintain a registry of owners of the Bonds (the "Bond Register") until all of the Bonds have
been fully paid and surrendered and the owner of each Bond as reflected in the Bond Register (the "Registered Owner")
shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond
Document. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse
claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized.
4. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds and
delivery of notices shall be subject to the provisions of the Bond Document. The AGENT shall have no responsibility
to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written
request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other
communications from the ISSUER to the Registered Owners. The AGENT shall provide notice(s) to the Registered
Owners and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as
required by the terms of the Bond Document and the guidelines of the Securities and Exchange Commission and, if
so directed in such other manner and to such other parties as the ISSUER shall so direct in writing and at the expense
of the ISSUER, and in any event in accordance with current industry regulations, guidelines or practice.
5. The AGENT shall make payments to the Registered Owners in accordance with the Bond Document; provided the
AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient
immediately available funds to AGENT on the relevant payment date.
6. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond
Document or the Bonds any longer than three years after final payment on the Bonds or any obligation issued to refund
the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law.
7. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of
ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting
upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the
ISSUER shall promptly notify the AGENT in writing of any change in the identity or authority of officials authorized
to sign Bond certificates, written instructions or requests.
8. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar and
shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs
incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as
otherwise agreed to by the ISSUER and AGENT. In addition, should it become necessary for the AGENT to perform
extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any
reasonable out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees.
9. The AGENT may resign, or be removed by the ISSUER, as provided in the Bond Document, or, if not so provided
in the Bond Document, upon thirty days written notice to the other. When a successor is appointed, all obligations of
the AGENT hereunder shall cease and terminate. In the event of resignation or removal, the AGENT shall deliver the
Bond Register and all related books and records in accordance with the written instructions of the ISSUER or any
successor agent designated in writing by the ISSUER within a reasonable period following the effective date of its
removal or resignation.
10. Whenever in the performance of its duties as AGENT hereunder, the Bond Document or under the Bonds the
AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action
hereunder, under the Bond Document or under the Bonds, the AGENT may consult with legal counsel, including, but
not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall
not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel.
11. The AGENT shall not be liable for any error in judgment made in good faith by an officer or employee of the
AGENT unless it shall be proved the AGENT was negligent in ascertaining the pertinent facts or acted intentionally
in bad faith. The AGENT shall not be under any obligation to prosecute or defend any action or suit in connection
with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may
involve it in expense or liability, unless satisfactory security and indemnity is furnished to the AGENT (except as may
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result from the AGENT's own negligence or willful misconduct). The AGENT shall only be responsible for
performing such duties as are required by the Bond Document, this Agreement or as otherwise agreed to by the
AGENT.
12. This Agreement shall be governed by the laws of the State of Missouri, both as to interpretation and performance.
13. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the
courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or
provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term, or provision held to be invalid.
14. The name "UMB Bank, N.A." shall include its successor or successors, any surviving corporation into which it
may be merged, any new corporation resulting from its consolidation with any other corporation or corporations, the
successor or successors of any such surviving or new corporation, and any corporation to which the corporate trust
business of said Bank may at any time be transferred in whole, or substantially in whole.
15. All notices, demands, and request required or permitted to be given to the ISSUER or the AGENT under the
provisions hereof must be in writing and shall be deemed to have been sufficiently give, upon receipt if (i) personally
delivered, (ii) sent by telecopy and confirmed by phone or (iii) mailed by registered or certified mail, with return
receipt requested, delivered as follows:
If to AGENT:
If to ISSUER:
UMB Bank, N.A.
2 S Broadway, 6th Floor
St. Louis, MO 63102
City of Jefferson
Attn: City Clerk
320 E. McCarty Street
Jefferson City, Missouri 65101
16. The parties hereto agree that the transactions described herein may be conducted and related documents may be
sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions
of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for
all purposes, including the filing of any claim, action or suit in the appropriate court of law.
17. In order to comply with provisions of the USA PATRIOT Act of 2001, or the Foreign Account and Tax
Compliance Act, either as amended from time to time, the AGENT may request certain information and/or
documentation to verify confirm and record identification of persons or entities who are parties to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands
and seals this 3rd day of December 2019.
ISSUER
By:
Authorized Signatory
UMB BANK, N.A., as PAYING AGENT/REGISTRAR
By:
Authorized Signatory
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EXHIBIT A
Paying Agent/Registrar's Fee
Commitment Fee
Paying Agent/Registrar $300.00
Administrative Fee
Annual Administration Fee $300.00
Other Services (if required)
Dissemination Agent (Annual Filings)
Failure to File Notice
Additional Disclosures
Administration fees, other fees and expenses will be billed annually in arrears as of each December, beginning
December 1, 2019.
Miscellaneous administrative expenses such as postage, shipping, courier, long distance telephone, supplies, etc., will
be represented by a miscellaneous expense charge of 6% of the invoice's total fee amount. The fees, charges and
expenses specified herein are for the typical and customary services as paying agent and registrar including bond
redemptions. Fees for additional or extraordinary services not now part of the customary services provided, such as
special services during defaults, additional government reporting requirements, or document amendments will be
charged at the then current rates for such services. Extraordinary expenses, such as legal fees and travel expenses,
shall be invoiced to the client based upon the actual out of pocket cost to the Agent. UMB reserves the right to
renegotiate its current fee schedule to correspond with changing economic conditions, inflation, and changing
requirements relating to the day to day service delivery.