HomeMy Public PortalAboutORD16369BILL NO. 2023-032
SPONSORED BY Councilmember Spencer
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE ISSUANCE OF SEWERAGE SYSTEM
REVENUE BONDS SERIES 2023, IN THE AGGREGATE PRINCIPAL AMOUNT OF
NOT TO EXCEED $4,000,000, 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"), a home rule charter city and political
subdivision duly organized and existing under the laws of the State of Missouri, and pursuant to Article VI,
Section 27 of the Missouri Constitution and Chapter 250 of the Revised Statutes of Missouri, as amended
(the "Act"), now owns and operates a revenue producing sewerage system serving the City and its
inhabitants and others within its service area (the "System," as hereinafter more fully defined); and
WHEREAS, the City has no bonds or other obligations outstanding payable from the Net Revenues
(as hereinafter more fully defined) of the System save and except the following:
Amount Amount
Series of Bonds Dated Issued Outstanding
Sewerage System Revenue Bonds (State Revolving
Fund Program), Series 2005A
Sewerage System Refunding and Improvement
Revenue Bonds (State Revolving Fund Program),
Series 2005C
Sewerage System Revenue Bonds (State Revolving
Fund Program), Series 2008
Sewerage System Revenue Bonds (State of Missouri
— Direct Loan Program), Series 2012
Sewerage System Revenue Bonds, Series 2014
Sewerage System Revenue Bonds, Series 2016
Sewerage System Revenue Bonds, Series 2020
5/19/2005 $4,600,000 $675,000
11/01/2005
10/30/2008
11/13/2012
$10,105,000
$3,900,000
$15,000,000
$2,150,000
$1,665,000
$8,524,000
5/15/2014 $9,940,000 $6,840,000
6/20/2016 $9,380,000 $8,830,000
8/27/2020 $5,625,000 $5,125,000
WHEREAS, the City is authorized under the provisions of the Act to issue and sell revenue bonds
for the purpose of providing funds for acquiring, constructing, extending and improving the System upon
obtaining the required voter approval and provided that the principal of and interest on such revenue bonds
shall be payable solely from the revenues derived from the operation of the System; and
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WHEREAS, pursuant to such authority, a special bond election was duly held in the City on April
5, 2022, on the question whether to issue sewerage system revenue bonds in the principal amount of
$44,000,000 (the “2022 Election”) for the purpose of improving and extending the City’s sewerage system
(the “Project”), and it was found and determined that a simple majority of the qualified electors of the City
voting on the question had voted in favor of the issuance of said revenue bonds for the purpose aforesaid,
the vote on said question having been 4,202 votes for said question to 757 votes against said question; and
WHEREAS, the City has not issued any of the total $44,000,000 principal amount of sewerage
system revenue bonds authorized by voters at the 2022 Election and now desires to issue not to exceed
$4,000,000 of sewerage system revenue bonds so authorized at the 2022 Election in order to provide funds
to pay costs of a portion of the Project; and
WHEREAS, plans and specifications for the Project and an estimate of the cost thereof have been
prepared and made by a Consultant (as hereinafter defined) to the City and th e same are hereby accepted
and approved and are on file in the office of the City Clerk; and
WHEREAS, 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 sewerage system revenue bonds be issued and secured in the
form and manner as hereinafter provided to provide funds for the Project; and
NOW, THEREFORE, BE IT ENACTED BY THE CITY 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 capitalized words and terms as used in this Ordinance shall have the
following meanings:
“Accountant” means an independent certified public accountant or firm of certified public
accountants.
“Act” means Article VI, Section 27 of the Missouri Constitution and Chapter 250 of the Revised
Statutes of Missouri, as amended.
“Authority” means the State Environmental Improvement and Energy Resources Authority, a
governmental instrumentality of the State of Missouri.
“Authority Program Bonds” means any bonds of the Authority heretofore or hereafter issued
under the SRF Program, all or a portion of the proceeds of which are loaned to the City with respect to the
System and pursuant to the SRF Program.
“Average Annual Debt Service” means the average of the Debt Service Requirements as
computed for the then current and all future fiscal years.
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“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
at the Maturity thereof or on any Interest Payment Date.
“Bond Register” means the books for the registration, transfer and exchange of Bonds kept at the
office of the Paying Agent.
“Bondowner,” “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 Sewerage System Revenue Bonds, Series 2023, of the City, authorized and
issued pursuant to this Ordinance.
“Business Day” means a day, other than a Saturday, Sunday or holiday, on which the Paying Agent
is scheduled in the normal course of its operations to be open to the public for conduct of its banking
operations.
“Cede & Co.” means Cede & Co., as nominee name of The Depository Trust Company, New
York, New York, and any successor nominee 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 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 Department proposed or promulgated thereunder.
“Consultant” means a registered municipal advisor, an Accountant, or an independent engineer or
engineering firm with experience in designing and constructing wastewater treatment, sanitary sewerage,
water pollution control facilities, selected by the City for the purpose of carrying out the duties imposed on
the Consultant by this Ordinance.
“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.
“Debt Service Account” means the Series 2023 Debt Service Account in the Debt Service Fund
created by Section 501 hereof.
“Debt Service Requirements” means the aggregate principal payments (whether at maturity or
pursuant to scheduled mandatory sinking fund redemption requirements) and net interest or interest-like
payments (after taking into account any applicable Subsidy Payments) on all System Revenue Bonds for
the period of time for which calculated; provided, however, that for purposes of calculating such amount,
principal and interest shall be excluded from the determination of Debt Service Requirements to the extent
that such principal or interest is payable from amounts deposited in trust, escrowed or otherwise set aside
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for the payment thereof with the Paying Agent or other commercial bank or trust company located in the
State of Missouri and having full trust powers.
“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 secur ity
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) the obligations are rated in a rating category by Moody’s or S&P Global
Ratings that is no lower than the rating category then assigned by that rating agency to
United States Government Obligations.
“Depreciation and Replacement Account” means the account by that name ratified and
confirmed by Section 501 hereof.
“Depreciation and Replacement Accumulation Requirement” means $500,000, which includes
amounts required to be accumulated in the Depreciation and Replacement Account pursuant to the
ordinances of the City authorizing all other outstanding issues of System Revenue Bonds, as such amounts
may be decreased upon redemption or maturity of each series of System Revenue Bonds.
“Expenses” means all reasonable and necessary expenses of operation, maintenance and repair of
the System and keeping the System in good repair and working order (other than interest paid on System
Revenue Bonds and depreciation and amortization charges during the period of determination), determined
in accordance with generally accepted accounting principles, including without limiting the generality of
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the foregoing, current maintenance charges, expenses of reasonable upkeep and repairs, salaries, wages,
costs of materials and supplies, Paying Agent fees and expenses, annual audits, periodic Consultant’s
reports, properly allocated share of charges for insurance, the cost of purchased water, gas and power, if
any, obligations (other than for borrowed money or for rents payable under capital leases) incurred in the
ordinary course of business, liabilities incurred by endorsement for collection or deposit of checks or drafts
received in the ordinary course of business, short-term indebtedness incurred and payable within a particular
fiscal year, other obligations or indebtedness incurred for the purpose of leasing (pursuant to a true or
operating lease) equipment, fixtures, inventory or other personal property, and all other expenses incident
to the operation of the System, but shall exclude all general administrative expenses of the City not related
to the operation of the System.
“FAST Agent” means the Paying Agent when acting as agent for DTC in accordance with rules
established by DTC for Fast Automated Securities Transfers.
“Federal Tax Certificate” means the City’s Federal Tax Certificate relating to the Bonds, in
substantially the form attached hereto as Exhibit G, as the same may be amended or supplemented in
accordance with the provisions thereof.
“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.
“Net Revenues” means all Revenues less all Expenses.
“Notice of Bond Sale” means the Notice of Bond Sale relating to the public offering for sale of
the Bonds, the form of which is attached to this Ordinance as Exhibit D.
“Operation and Maintenance Account” means the account by that name ratified and confirmed
by Section 501 hereof.
“Ordinance” means this Ordinance as from time to time amended in accordance with the terms
hereof.
“Original Principal Amount” means the Original Principal Amount of the Bonds specified in the
Certificate of Final Terms.
“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;
(b) Bonds deemed to be paid in accordance with the provisions of Section 1101
hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and
delivered hereunder.
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“Parity Bonds” means the Previously Issued Parity Bonds and any additional bonds or other
obligations hereafter issued or incurred pursuant to Section 902 hereof and standing on a parity and equality
with the Bonds with respect to the payment of principal and interest from the Net Revenues of the System.
“Parity Ordinances” means the Previously Issued Parity Ordinances and the ordinance or
ordinances under which any additional Parity Bonds are hereafter issued pursuant to Section 902 hereof.
“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.
“Paying Agent Agreement” means the Paying Agent Agreement between the City and the Paying
Agent in substantially the form attached hereto as Exhibit E.
“Permitted Investments” means any of the following securities and obligations, if and to the
extent the same are at the time legal for investment of the moneys held in the funds and accounts listed in
Section 501 hereof:
(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 secur ed 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.
“Previously Issued Parity Bonds” means, collectively, the Series 2005A Bonds, the Series 2005C
Bonds, the Series 2008 Bonds, the Series 2012 Bonds, the Series 2014 Bonds, the Series 2016 Bonds and
the Series 2020 Bonds.
“Previously Issued Parity Ordinances” means, collectively, the Series 2005A Ordinance, the
Series 2005C Ordinance, the Series 2008 Ordinance, the Series 2012 Ordinance, the Series 2014 Ordinance,
the Series 2016 Ordinance and the Series 2020 Ordinance.
“Project” means improving and extending the City’s sewerage system as approved by the voters
at the 2022 Election.
“Project Fund” means the fund by that name created by Section 501 hereof.
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“Purchase Price” means the purchase price of the Bonds specified in the Certificate of Final
Terms.
“Purchaser” means the purchaser of the Bonds specified in the Certificate of Final Terms.
“Record Date” for the interest payable on any Interest Payment Date means the 15th day (whether
or not a Business Day) of the calendar month next preceding such Interest Payment Date.
“Redemption Date” when used with respect to any Bond to be redeemed means the date fixed for
such redemption pursuant to the terms of this Ordinance.
“Redemption Price” when used with respect to any Bond to be redeemed means the price at which
such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable redemption
premium, if any, but excluding installments of interest whose Stated Maturity is on or before the
Redemption Date.
“Revenue Fund” means the fund by that name ratified and confirmed by Section 501 hereof.
“Revenues” means all income and revenues derived from the ownership and operation of the
System, including investment and rental income, net proceeds from business interruption insurance, sales
tax revenues which have been annually appropriated by the City or which are limited solely to the payment
of improvements to or expenses of the System, and any amounts deposited in escrow in connection with
the acquisition, construction, remodeling, renovation and equipping of System facilities to be applied during
the period of determination to pay interest on System Revenue Bonds, but excluding any profits or losses
on the early extinguishment of debt or on the sale or other disposition, not in the ordinary course of business,
of investments or fixed or capital assets.
“Securities Depository” means, initially, The Depository Trust Company, New York, New York,
and its successors and assigns.
“Series 2005A Bonds” means the Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2005A, of the City, in the original aggregate principal amount of $4,600,000, authorized
and issued pursuant to the Series 2005A Ordinance.
“Series 2005A Ordinance” means Ordinance No. 13878 of the City passed on May 4, 2005, under
which the Series 2005A Bonds were issued.
“Series 2005C Bonds” means the Sewerage System Refunding and Improvement Revenue Bonds
(State Revolving Fund Program), Series 2005C, of the City, in the original aggregate principal amount of
$10,105,000, authorized and issued pursuant to the Series 2005C Ordinance.
“Series 2005C Ordinance” means Ordinance No. 13961 of the City passed on October 17, 2005,
under which the Series 2005C Bonds were issued.
“Series 2008 Bonds” means the Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2008, of the City, in the original aggregate principal amount of $3,900,000, authorized
and issued pursuant to the Series 2008 Ordinance.
“Series 2008 Ordinance” means Substitute Bill 2008-64 for Ordinance No. 14411 of the City
passed on October 6, 2008, under which the Series 2008 Bonds were issued.
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“Series 2012 Bonds” means the Sewerage System Revenue Bonds (State of Missouri – Direct Loan
Program), Series 2012, of the City, in the original aggregate principal amount of $15,000,000, authorized
and issued pursuant to the Series 2012 Ordinance.
“Series 2012 Ordinance” means Ordinance No. 15039 of the City passed on November 5, 2012,
under which the Series 2012 Bonds were issued.
“Series 2014 Bonds” means the Sewerage System Revenue Bonds, Series 2014, of the City, in the
original aggregate principal amount of $9,940,000, authorized and issued pursuant to the Series 2014
Ordinance.
“Series 2014 Ordinance” means Ordinance No. 15256 of the City passed on May 5, 2014, under
which the Series 2014 Bonds were issued.
“Series 2016 Bonds” means the Sewerage System Revenue Bonds, Series 2016, of the City, in the
original aggregate principal amount of $9,380,000, authorized and issued pursuant to the Series 2016
Ordinance.
“Series 2016 Ordinance” means Ordinance No. 15536 of the City passed on June 6, 2015, under
which the Series 2016 Bonds were issued.
“Series 2020 Bonds” means the Sewerage System Refunding Revenue Bonds, Series 2020, of the
City, in the original aggregate principal amount of $5,625,000, authorized and issued pursuant to the Series
2020 Ordinance.
“Series 2020 Ordinance” means Ordinance No. 16052 of the City passed on July 20, 2020, under
which the Series 2020 Bonds were issued.
“Special Record Date” means the date fixed by the Paying Agent pursuant to Section 204 hereof
for the payment of Defaulted Interest.
“SRF Program” means the Missouri Leveraged State Water Pollution Control Revolving Fund
Program of the DNR and the Authority.
“SRF Program Bonds” means any System Revenue Bonds heretofore or hereafter issued in
connection with the City’s participation in the SRF Program.
“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.
“Subsidy Payments” means funds received (or with respect to Section 902(b) hereof funds that
are reasonably expected to be received) by the City that either (a) must be used or (b) have been used (or
with respect to Section 902(b) hereof are reasonably expected to be used) to reduce the interest or principal
payments on System Revenue Bonds. Such Subsidy Payments would include, but are not limited to,
payments received by the City through a federal or State of Missouri program.
“Surplus Account” means the account by that name ratified and confirmed by Section 501 hereof.
“System” means the entire sewerage plant and system owned and operated by the City for the
collection, treatment and disposal of sewage, to serve the needs of the City and its inhabitants and others,
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including all appurtenances and facilities connected therewith or relating thereto, together with all
extensions, improvements, additions and enlargements thereto hereafter made or acquired by the City.
“System Revenue Bonds” means collectively the Bonds and all other revenue bonds or other
obligations which are payable out of, or secured by an interest in, the Net Revenues of the System.
“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) or securities which represent an undivided interest in
such obligations, which obligations are rated in the same rating category or higher as the United States of
America by a nationally recognized rating service and such obligations are held in a custodial account for
the City’s benefit.
“Valuation Date” means the first business day of each fiscal year of the System.
ARTICLE II
AUTHORIZATION OF 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 “Sewerage
System Revenue Bonds, Series 2023,” in the Original Principal Amount specified in the Certificate of Final
Terms (the “Bonds”), for the purpose of providing funds to (a) pay costs of the Project and (b) pay certain
costs of issuing the Bonds.
Section 202. Description of Bonds.
(a) The Bonds shall consist of fully registered bonds without coupons, numbered from R-1
upward, in denominations of $5,000 or any integral multiple thereof. The Bonds, as originally issued or
issued upon transfer, exchange or substitution, shall be substantially in the form set forth in Exhibit A
attached hereto 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 July 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 $4,000,000.
(2) The true interest cost on the Bonds, as described in Section 108.170(7), RSMo,
shall not exceed 4.75%.
(3) The total costs of issuing the Bonds (excluding the Underwriter’s discount) shall
not exceed $80,000.
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(4) The weighted average maturity of the Bonds will not be less than 10 years
or more than 14 years.
(5) The final stated maturity date shall be not later than July 1, 2043.
(6) 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 July 1, 2033, 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 or Mayor Pro Tem, and the signature of the Mayor or Mayor
Pro Tem on said Certificate of Final Terms, attested by the City Clerk, shall constitute conclusive evidence
of the approval of both the Mayor or Mayor Pro Tem 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 January 1 and July 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 E, and the Mayor, Mayor Pro Tem, the City Administrator, the Director of
Finance or the City Clerk 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 located in the State of Missouri organized and in good standing
and doing business under the laws of the United States of America or of the State of Missouri 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.
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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, draft
or electronic transfer 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 (1) by check or draft mailed by 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) 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, the
bank’s 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 subsection (d). 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 s uch 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.
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(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 (a) to register the transfer or exchange
of any Bond after notice calling such Bond or portion thereof for redemption has bee n 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 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.
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(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, or shall hold the Bonds as FAST Agent for the benefit of the
Beneficial Owners (as hereinafter defined), upon payment of the Purchase Price to the City as set forth in
the Certificate of Final Terms.
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 (3) 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 t ax 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 F as previously
reviewed and approved by the City’s Director of Finance and Bond Counsel and authorized by the City
Council of the City pursuant to Resolution RS2023-12 adopted by the City Council on July 17, 2023, is
hereby ratified and approved, and the final Official Statement is hereby authorized and approved by
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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 of the City 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, exce pt 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.
(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 as previously reviewed
and approved by the City’s Director of Finance and Bond Counsel and authorized by the City Council of
the City pursuant to Resolution RS2023-12 adopted by the City Council on July 17, 2023, is hereby ratified
and approved. 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 Mayor Pro Tem, 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 or the Mayor
Pro Tem and the signature of the Mayor or Mayor Pro Tem on said Certificate of Final Terms, attested by
the City Clerk, shall constitute conclusive evidence of the approval of both the Mayor or Mayor Pro Tem,
as appropriate, 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.
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Section 211. Book-Entry Bonds; Securities Depository.
(a) For purposes of this Section 211, the following terms shall have the following meanings:
“Beneficial Owner” means, whenever used with respect to a Bond, the Person in whose name such
Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant,
or such Person's subrogee.
“Cede & Co.” means Cede & Co., the nominee of the Securities Depository, and any successor
nominee of the Securities Depository with respect to the Bonds.
“Participant” means any broker-dealer, bank or other financial institution for which the Securities
Depository holds Bonds as securities depository.
“Representation Letter” means, collectively, the Representation Letter from the City to the
Securities Depository and the Representation Letter from the Paying Agent to the Securities Depository.
“Securities Depository” means The Depository Trust Company, New York, New York.
(b) The Bonds shall be initially issued as one single authenticated fully registered bond for
each Stated Maturity. Upon initial issuance, the ownership of such Bonds shall be registered in the City’s
Bond Register kept by the Paying Agent in the name of Cede & Co., as nominee of the Securities
Depository. The Paying Agent and the City may treat the Securities Depository (or its nominee) as the sole
and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of and
interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted
or required to be given to Registered Owners of Bonds under this Ordinance, registering the transfer of
Bonds, and for all other purposes whatsoever; and neither the Paying Agent nor the City shall be affected
by any notice to the contrary. Neither the Paying Agent nor the City shall have any responsibility or
obligation to any Participant, any Person claiming a beneficial ownership interest in the Bonds under or
through the Securities Depository or any Participant, or any other Person which is not shown on the Bond
Register kept by the Paying Agent as being a Registered Owner of any Bonds, with respect to the accuracy
of any records maintained by the Securities Depository or any Participant, with respect to the payment by
the Securities Depository or any Participant of any amount with respect to the principal of and interest on
the Bonds, with respect to any notice which is permitted or required to be given to the Registered Owners
of Bonds under this Ordinance, with respect to the selection by the Securities Depository or any Participant
of any Person to receive payment in the event of a partial redemption of the Bonds, or with respect to any
consent given or other action taken by the Securities Depository as Registered Owner of the Bonds. The
Paying Agent shall pay all principal of and interest on the Bonds only to Cede & Co. in accordance with
the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge
the City’s obligations with respect to the principal of and interest on the Bonds to the extent of the sum or
sums so paid. No Person other than the Securities Depository (or the Paying Agent as “FAST Agent”) shall
receive an authenticated Bond for each separate stated maturity evidencing the City’s obligation to make
payments of principal and interest. Upon delivery by the Securities Depository to the Paying Agent of
written notice to the effect that the Securities Depository has determined to substitute a new nominee in
place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with subsection
(e) of this Section 211.
(c) If the City determines that it is in the best interest of the Beneficial Owners that they be
able to obtain certificated Bonds, the City may notify the Securities Depository and the Paying Agent,
whereupon the Securities Depository shall notify the Participants of the availability through the Securities
Depository of Bond certificates. In such event, the Bonds will be transferable in accordance with subsection
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(e) of this Section 211. The Securities Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving notice to the City and the Paying Agent and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in
accordance with subsection (e) of this Section 211.
(d) Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond
is registered in the name of Cede & Co., as nominee of the Securities Depository, all payments with respect
to the principal of and interest on such Bond and all notices with respect to such Bond shall be made and
given, respectively, to the Securities Depository as provided in the Representation Letter.
(e) If any transfer or exchange of Bonds is permitted under subsections (b) or (c) of this
Section 211, such transfer or exchange shall be accomplished upon receipt by the Paying Agent from the
Registered Owners thereof of the Bonds to be transferred or exchanged and appropriate instruments of
transfer to the permitted transferee in accordance with the provisions of this Ordinance. If Bonds are issued
to holders other than Cede & Co., its successor as nominee for the Securities Depository as holder of all the
Bonds, or other securities depository as holder of all the Bonds, the provisions of this Ordinance shall also
apply to all matters relating thereto, including, without limitation, the printing of such Bonds and the method
of payment of the principal of and interest on such Bonds. In the event that Bonds are issued to holders
other than the Securities Depository, the Paying Agent may rely on information provided by the Securities
Depository or any Participant as to the names, addresses of and principal amounts held by the Beneficial
Owners of the Bonds.
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 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 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 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
Bonds of the same Stated Maturity on such mandatory Redemption Date, and any excess of such amount
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shall be credited on future mandatory redemption obligations for Bonds of the same Stated Maturity in
chronological order, and the principal amount of 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 subsection (a) shall not apply to the
mandatory redemption of Bonds hereunder, and 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.
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(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; and
(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.
(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 no t 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
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that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will
notify or cause to be notified the beneficial owners. Any failure on the part of the Securities Depository or
a Participant, or failure on the part of a nominee of a beneficial owner of a Bond (having been mailed notice
from the Paying Agent, the Securities Depository, a Participant or otherwise) to notify the beneficial owner
of the Bond so affected, shall not affect the validity of the redemption of such Bond.
ARTICLE IV
SECURITY FOR BONDS
Section 401. Security for Bonds.
(a) The Bonds shall be special obligations of the City payable solely from, and secured as to
the payment of principal and interest by a pledge of, the Net Revenues of the System, and the City hereby
pledges said Net Revenues to the payment of the principal of and interest on the Bonds. The Bonds shall
not be or constitute a general obligation of the City, nor shall they constitute an indebtedness of the City
within the meaning of any constitutional or statutory provision, limitation or restriction, and the taxing
power of the City is not pledged to the payment of the Bonds either as to principal or interest.
(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 herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise,
except as to rate of interest, Stated Maturity and right of redemption prior to Stated Maturity as provided in
this Ordinance. The Bonds shall stand on a parity and be equally and ratably secured with respect to the
payment of principal and interest from the Net Revenues of the System and in all other respects with a ny
Parity Bonds. The Bonds shall not have any priority with respect to the payment of principal or interest
from said Net Revenues or otherwise over Parity Bonds and Parity Bonds shall not have any priority with
respect to the payment of principal or interest from said Net Revenues or otherwise over the Bonds.
ARTICLE V
CREATION AND RATIFICATION OF FUNDS AND ACCOUNTS;
DEPOSIT AND APPLICATION OF BOND PROCEEDS
Section 501. Establishment of Funds and Accounts.
(a) 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:
(1) Sewerage System Project Fund (the “Project Fund”).
(2) Sewerage System Revenue Fund (the “Revenue Fund”).
(3) Sewerage System Operation and Maintenance Account (the “Operation and
Maintenance Account”).
(4) Series 2023 Debt Service Account for the Bonds, in the Debt Service Fund (the
“Debt Service Account”).
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(5) Sewerage System Depreciation and Replacement Account (the “Depreciation and
Replacement Account”).
(6) Sewerage System Surplus Account (the “Surplus Account”).
(b) The funds and accounts referred to in subsections (a)(1) through (a)(6) of this Section 501
shall be maintained and administered by the City solely for the purposes and in the manner as provided in
the Act and in this Ordinance and in the Previously Issued Parity Ordinances so long as any of the Bonds
or the Previously Issued Parity Bonds remain outstanding within the meaning of this Ordinance and said
Previously Issued Parity Ordinances, respectively.
(c) The City acknowledges the creation and continuing existence of the reserve accounts, debt
service accounts, principal accounts and interest accounts, as applicable, established under the Previously
Issued Parity Ordinances.
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 and used to (a) pay costs of the Project and (b) pay certain costs of issuing the Bonds as set forth in
the Certificate of Final Terms.
Section 503. Application of Moneys in the Project Fund. Money in the Project Fund shall be
used solely for the purpose of (a) paying the cost of the Project as hereinbefore provided, in ac cordance
with the plans and specifications therefor prepared by the City’s Consultant for the Project, as heretofore
approved by the City Council of the City 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 Consultant and approved by the
City Council of the City, and (b) paying the costs and expenses incident to the issuance of the Bonds,
including, but not limited to, the fees of 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.
Withdrawals from the Project Fund shall be made only when authorized b y the City Council and
only on duly authorized and executed warrants or vouchers therefor accompanied by a certificate executed
by the Consultant 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. Nothing hereinbefore contained shall
prevent the payment out of the Project Fund of all costs and expenses incident to the issuance of the Bonds
or withdrawals of sums for investment or reinvestment purposes under the terms of this Ordinance without
a certificate from the Consultant.
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 Debt
Service Account.
ARTICLE VI
APPLICATION OF REVENUES
Section 601. Revenue Fund. The City covenants and agrees that from and after the delivery of
the Bonds, and continuing as long as any of the Bonds remain Outstanding hereunder, all of the Revenues
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shall as and when received be paid and deposited into the Revenue Fund unless otherwise specifically
provided by this Ordinance. Said Revenues shall be segregated and kept separate and apart from all other
moneys, revenues, funds and accounts of the City and shall not be commingled with any other moneys,
revenues, funds and accounts of the City. The Revenue Fund shall be administered and applied solely for
the purposes and in the manner provided in this Ordinance.
Section 602. Application of Moneys in Funds and Accounts. The City covenants and agrees
that from and after the delivery of the Bonds and continuing so long as any of the Bonds shall remain
Outstanding, it will administer and allocate all of the moneys then held in the Revenue Fund as follows:
(a) Operation and Maintenance Account. On the 25th day of each month, there shall
be paid and credited to the Operation and Maintenance Account an amount sufficient to pay the
estimated Expenses during the ensuing month. All amounts paid and credited to the Operation and
Maintenance Account shall be expended and used by the City solely for the purpose of paying the
Expenses of the System.
(b) Debt Service Account. On the 25th day of each month, there shall next be paid and
credited to the Debt Service Account, to the extent necessary to meet on each Bond Payment Date
the payment of all interest on and principal of the Bonds, the following sums:
(1) Beginning with the first of said deposits and continuing on the 25th day of
each month thereafter to and including December 25, 2023, an equal pro rata portion of
the amount of interest becoming due on the Bonds on January 1, 2024, and thereafter,
beginning on January 25, 2024, and continuing on the 25th day of each month thereafter so
long as the Bonds shall remain outstanding and unpaid, an amount not less than 1/6 of the
amount of interest that will become due on the Bonds on the next succeeding Interest
Payment Date; and
(2) Beginning with the first of said deposits and continuing on the 25th day of
each month thereafter to and including June 25, 2024, an equal pro rata portion of the
amount of principal becoming due on the Bonds on July 1, 2024; and thereafter, beginning
on July 25, 2024, and continuing on the 25th day of each month thereafter so long as any
of the Bonds shall remain outstanding and unpaid, an amount not less than 1/12 of the
amount of principal that will become due on the Bonds on the next succeeding Maturity.
The amounts required to be paid and credited to the Debt Service Account pursuant to this
Section 602(b) shall be so paid at the same time and on a parity with the amounts at the time
required to be paid and credited to the debt service accounts established for the payment of principal
and interest on Parity Bonds under the provisions of the Parity Ordinances.
If at any time the moneys in the Revenue Fund are insufficient to make in full the payments
and credits at the time required to be made to the Debt Service Account and to the debt service
accounts established to pay the principal of and interest on any Parity Bonds, the available moneys
in the Revenue Fund shall, unless otherwise directed by the Previously Issued Parity Ordinances,
be divided among such debt service accounts in proportion to the respective principal amounts of
said series of bonds at the time outstanding which are payable from the moneys in said debt service
accounts.
All amounts paid and credited to the Debt Service Account shall be expended and used by
the City for the sole purpose of paying the interest on and principal of the Bonds as and when the
same become due on each Bond Payment Date.
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(c) Depreciation and Replacement Account. So long as the amount in the
Depreciation and Replacement Account aggregates $500,000 (the “Depreciation and
Replacement Accumulation Requirement”), no further deposits will be required in the
Depreciation and Replacement Account. But if the City shall ever be required to expend and use
a part of the moneys in said Depreciation and Replacement Account for its authorized purposes and
such expenditure shall reduce the amount of said Depreciation and Replacement Account below
the Depreciation and Replacement Accumulation Requirement, then the City shall beginning
November 1 of the fiscal year immediately following fiscal year in which the Depreciation and
Replacement Account fell below the Depreciation and Replacement Accumulation Requirement, and
on each November 1 thereafter, deposit the sum of $120,000 each year until such Depreciation and
Replacement Account aggregates the Depreciation and Replacement Accumulation Requirement.
The amounts required to be deposited in the Depreciation and Replacement Account by this
Ordinance shall include those amounts required to be deposited by the Previously Issued Parity
Bonds. Except as hereinafter provided in Section 603, moneys in the Depreciation and
Replacement Account shall be expended and used by the City, if no other funds are available
therefor, solely for the purpose of making unusual or extraordinary replacements and repairs in and
to the System as may be necessary to keep the System in good repair and working order and to
assure the continued effective and efficient operation thereof, including replacing or repairing
portions of the System or major items of any plant or equipment which either have been fully
depreciated and are worn out or have become obsolete, inefficient or uneconomical. No moneys
in said Account shall be used for the purpose of extending or enlarging the System.
(d) Surplus Account. After all payments and credits required at the time to be made
under the provisions of the foregoing subsections of this Section 602 have been made, all moneys
remaining in the Revenue Fund shall be paid and credited to the Surplus Account. Moneys in the
Surplus Account may be expended and used for the following purposes as determined by the City
Council of the City:
(1) Paying Expenses of the System to the extent that may be necessary after
the application of the moneys held in the Operation and Maintenance Account under the
provisions of subsection (a) of this Section 602;
(2) Paying the cost of extending, enlarging or improving the System;
(3) Preventing default in, anticipating payments into or increasing the
amounts in the debt service accounts or debt service reserve accounts for System Revenue
Bonds or the Depreciation and Replacement Account, or any one of them, said payments
made to prevent default to be made in the order prescribed in this Section 602 of this
Ordinance or in the applicable sections of ordinances authorizing additional System
Revenue Bonds hereafter issued, or establishing or increasing the amount of any debt
service account or debt service reserve account created by the City for the payment of any
additional System Revenue Bonds; or
(4) Calling, redeeming and paying prior to Stated Maturity, or, at the option
of the City, purchasing in the open market at the best price obtainable not exceeding the
redemption price (if any bonds are callable), the Bonds or any other System Revenue
Bonds, including principal, interest and redemption premium, if any; or
(5) Any other lawful purpose in connection with the operation of the System
and benefitting the System.
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So long as any of the Bonds remain Outstanding, no moneys derived from the operation of
the System shall be diverted to the general governmental or municipal functions of the City.
(e) Deficiency of Payments into Funds and Accounts. If at any time the Revenues
shall be insufficient to make any payment on the date or dates hereinbefore specified, the City will
make good the amount of such deficiency by making additional payments or credits out of the first
available Revenues thereafter received by the City, such payments and credits being made and
applied in the order hereinbefore specified in this Section.
Section 603. Transfer of Funds to Paying Agent. The Director of Finance or other authorized
officer of the City is hereby authorized and directed to withdraw from the Debt Service Accoun t, and, to
the extent necessary to prevent a default in the payment of either principal of or interest on the Bonds, from
the Surplus Account and the Depreciation and Replacement Account as provided in Section 602 hereof,
sums sufficient to pay the principal of and interest on the Bonds as and when the same become due on any
Bond Payment Date, and to forward such sums to the Paying Agent in a manner which ensures the Paying
Agent will have available funds in such amounts on or before the Business Day immedi ately preceding
each Bond Payment Date. If, through lapse of time, or otherwise, the Registered Owners of Bonds shall no
longer be entitled to enforce payment of their obligations, it shall be the duty of the Paying Agent forthwith
to return said funds to the City as provided in Section 605 hereof. All moneys deposited with the Paying
Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in
this Ordinance.
Section 604. Payments Due on Saturdays, Sundays and Holidays. In any case where a Bond
Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be
made on such Bond Payment Date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after
such Bond Payment Date.
Section 605. Nonpresentment of Bonds. 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.
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ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEYS
Section 701. Deposit 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 c ost
or the market value thereof. If and when the amount held in any fund or account shall be in excess of the
amount required by the provisions of this Ordinance, the City shall direct that such excess be paid and
credited to the Revenue Fund.
(c) So long as any of the Previously Issued Parity Bonds remain outstanding and unpaid, any
investments made pursuant to this Section 701 shall be subject to any restrictions in the Previously Issued
Parity Ordinances with respect to the funds and accounts created or ratified by and referred to in the
Previously Issued Parity Ordinances.
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
The City covenants and agrees with each of the Registered Owners of the Bonds that so long as
any of the Bonds remain Outstanding it will comply with each of the following covenants:
Section 801. Efficient and Economical Operation. The City will continuously own and will
operate the System as a revenue producing System in an efficient and economical manner and will keep
and maintain the same in good repair and working order. The City will establish and maintain such rules
and regulations for the use of the System as may be necessary to assure maximum utilization and most
efficient operation of the System.
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 or Mayor Pro
Tem is authorized to execute the Continuing Disclosure Undertaking with such changes, omissions,
insertions and revisions therein, as such official deems advisable. The execution of the Continuing
Disclosure Undertaking by the Mayor or Mayor Pro Tem 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.
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Section 803. Rate Covenant. The City will fix, establish, maintain and collect such rates and
charges for the use and services furnished by or through the System as will produce Revenues sufficient to
(a) pay the Expenses of the System; (b) pay the principal of and interest on the Bonds as and when the same
become due; and (c) provide reasonable and adequate reserves for the payment of the Bonds and the interest
thereon and for the protection and benefit of the System as provided in this Ordinance. The City further
covenants and agrees that such rates and charges will be sufficient to enable the City to have in each fiscal
year Net Revenues not less than 110% of the Debt Service Requirements for such fiscal year. The City will
require the prompt payment of accounts for service rendered by or through the System and will promptly
take whatever action is legally permissible to enforce and collect delinquent charges. The City will, from
time to time as often as necessary, in accordance with and subject to applicable legal requirements, revise
the rates and charges aforesaid in such manner as may be necessary or proper so that the Net Revenues will
be sufficient to cover the obligations of the City under this Section and otherwise under the provisions of
this Ordinance. If for any two consecutive fiscal years Net Revenues shall be an amount less tha n as
hereinbefore provided, the City will immediately employ a Consultant to make recommendations with
respect to such rates and charges. A copy of the Consultant’s report and recommendations shall be filed
with the City Clerk and with the Purchaser of the Bonds and shall be furnished to any Registered Owner of
the Bonds requesting a copy of the same, at the cost of such Registered Owner. The City shall, to the extent
feasible, follow the recommendations of the Consultant.
Section 804. Reasonable Charges for all Services. None of the facilities or services provided
by the System will be furnished to any user (excepting the City itself) without a reasonable charge being
made therefor. If the Revenues are at any time insufficient to pay the Expenses of the System and also to
pay all interest on and principal of the Bonds as and when the same become due, then the City will thereafter
pay into the Revenue Fund a fair and reasonable payment in accordance with effective applicable rates and
charges for all use and services furnished to the City by the System, and such payments will continue so
long as the same may be necessary in order to prevent or reduce the amount of any default in the payment
of the interest on or principal of the Bonds.
Section 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. Restrictions on Mortgage or Sale of System. The City will not mortgage, pledge
or otherwise encumber the System or any part thereof, nor will it sell, lease or otherwise dispose of the
System or any material part thereof; provided, however, the City may
(a) sell at fair market value any portion of the System which shall have been replaced
by other similar property of at least equal value, or which shall cease to be necessary for the efficient
operation of the System, and in the event of sale, the City will apply the proceeds to either (1)
redemption of Outstanding Bonds in accordance with the provisions governing redemption of
Bonds in advance of Stated Maturity, or (2) replacement of the property so disposed of by other
property the Revenues of which shall be incorporated into the System as hereinbefore provided;
(b) cease to operate, abandon or otherwise dispose of any property which has become
obsolete, nonproductive or otherwise unusable to the advantage of the City; or
(c) lease, (1) as lessor, any real or personal property which is unused or unimproved,
or which has become obsolete, nonproductive or otherwise unusable to the advantage of the City,
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or which is being acquired as a part of a lease/purchase financing for the acquisition and/or
improvement of such property; and/or (2) as lessee, with an option of the City to purchase, any real
or personal property for the extension and improvement of the System. Property being leased as
lessor and/or lessee pursuant to this subsection (c) shall not be treated as part of the System for
purposes of this Section 805 and may be mortgaged, pledged or otherwise encumbered.
Section 807. Insurance. The City will carry and maintain insurance with respect to the System
and its operations against casualties, contingencies and risks (including but not limited to property and
casualty, fire and extended coverage insurance upon all of the properties formin g a part of the System
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 Revenue Fund. The City will annually review the insurance it
maintains with respect to the System to determine that such insurance is customary and adequate to protect
its property and operations. The cost of all insurance obtained pursuant to the requirements of this Section
shall be paid as an Expense out of the Revenues.
Section 808. Books, Records and Accounts. The City will install and maintain proper books,
records and accounts (entirely separate from all other records and accounts of the City) in which complete
and correct entries will be made of all dealings and transactions of or in relation to the System. Such
accounts shall show the amount of Revenues of the System, the application of such Revenues, and all
financial transactions in connection therewith. Said books shall be kept by the City according to standard
accounting practices as applicable to the operation of facilities comparable to the System.
Section 809. Annual Budget. Prior to the commencement of each fiscal year, the City will
cause to be prepared and filed with the City Clerk a budget setting forth the estimated receipts and
expenditures of the System for the next succeeding fiscal year. The City Clerk, promptly upon the filing
of said budget in the City Clerk’s office, will mail a copy of said budget to the Purchaser of the Bonds.
Section 810. Annual Audit. Annually, promptly after the end of the fiscal year, the City will
cause an audit of the System to be made for the preceding fiscal year by an Accountant to be employed for
that purpose and paid from the Revenues. Said annual audit shall cover in reasonable detail the operation
of the System during such fiscal year.
Within 30 days after the completion of each such audit, a copy thereof shall be filed in the office
of the City Clerk, and, upon the Purchaser’s request, a duplicate copy of said audit shall be mailed to the
Purchaser of the Bonds. Such audits shall at all times during the usual business hours be open to the
examination and inspection by any taxpayer, any user of the services of the System, any Registered Owner
of any of the Bonds, or by anyone acting for or on behalf of such taxpayer, user or Registered Owner. A
copy of any such audit will, upon request and upon receipt by the City of payment of the reasonable cost of
preparing and mailing the same, be sent to any Bondowner or prospective Bondowner.
As soon as possible after the completion of the annual audit, the governing body of the City shall
review such audit, and if any audit shall disclose that proper provision has not been made for all of the
requirements of this Ordinance, the City will promptly cure such deficiency and will promptly proceed to
increase the rates and charges to be charged for the use and services furnished by the System as may be
necessary to adequately provide for such requirements.
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Section 811. Right of Inspection. The Purchaser of the Bonds or any Registered Owner or
Owners of 10% of the principal amount of the Bonds then Outstanding shall have the right at all reasonable
times to inspect the System and all records, accounts and data relating thereto, and shall be furnished all
such information concerning the System and the operation thereof which the Purchaser or such Registered
Owner or Owners may reasonably request.
Section 812. Performance of Duties and Covenants. The City will faithfully and punctually
perform all duties, covenants and obligations with respect to the operation of the System now or hereafter
imposed upon the City by the Constitution and laws of the State of Missouri and by the provisions of this
Ordinance.
Section 813. Parity Bond Certification. The City hereby represents and covenants that the
Bonds directed to be issued by this Ordinance are so issued in full compliance with the restrictions and
conditions upon which the City may issue additional bonds payable out of the Net Revenues of the System
and which stand on a parity with the Previously Issued Parity Bonds now outstanding, as set forth and
contained in the Previously Issued Parity Ordinances, and that the Bonds herein directed to be issued are so
issued in all respects on a parity and equality with the Previously Issued Parity Bonds now outstanding.
Section 814. Tax Covenants.
(a) The City covenants and agrees that it will comply with all provisions and requirements of
the Federal Tax Certificate, which is hereby approved in substantially the form attached hereto as Exhibit
G, with such changes therein as shall be approved by the Mayor, Mayor Pro Tem or Director of Finance of
the City, which officers are hereby authorized to execute the Federal Tax Certificate for and on behalf of
the City, such officer’s signature thereon being conclusive evidence of their approval thereof. The City will
also adopt such other ordinances or resolutions and take such other actions as may be necessary to co mply
with the Code and with other applicable future law, in order to ensure that the interest on the Bonds will
remain excluded from federal gross income, to the extent any such actions can be taken by the City.
(b) The 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 XI of this Ordinance
or any other provision of this Ordinance until the final Maturity of all Bonds Outstanding.
ARTICLE IX
ADDITIONAL BONDS AND OBLIGATIONS
Section 901. Senior Lien Bonds. The City covenants and agrees that so long as any of the
Bonds remain Outstanding, the City will not issue any additional bonds or incur or assume any other debt
obligations appearing as liabilities on the balance sheet of the System for the payment of moneys determined
in accordance with generally accepted accounting principles consistently applied, including capital leases
as defined by generally accepted accounting principles, payable out of the Net Revenues of the System or
any part thereof which are superior to the Bonds.
Section 902. Parity Bonds and Other Obligations. The City covenants and agrees that so long
as any of the Bonds remain Outstanding, it will not issue any additional bonds or other long-term obligations
payable out of the Net Revenues of the System or any part thereof which stand on a parity or equality with
the Bonds (“Parity Bonds”) unless the following conditions are met:
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(a) The City shall not be in default in the payment of principal of or interest on any
Bonds or any Parity Bonds at the time outstanding or in making any payment at the time required
to be made into the respective funds and accounts created by and referred to in this Ordinance or
any Parity Ordinance for Parity Bonds at the time outstanding (unless such additional revenue
bonds or obligations are being issued to provide funds to cure such default); and
(b) Either of the following:
(1) The average annual Net Revenues as set forth in the two most recent
annual audits for the two fiscal years immediately preceding the issuance of additional
bonds, as determined by a Consultant, shall have been equal to at least 110% of the Average
Annual Debt Service for all System Revenue Bonds of the City, including the additional
bonds proposed to be issued. In determining the average annual Net Revenues for the two
preceding fiscal years for the purpose of this subsection, the City may obtain a Consultant
to adjust said Net Revenues for the two preceding fiscal years by adding thereto, in the
event the City shall have made any increase in rates for the use and services of the System
and such increase shall not have been in effect during all of the two fiscal years for which
annual audits are available immediately preceding the issuance of additional bonds, the
amount, as estimated by the Consultant, of the additional Net Revenues which would have
resulted from the operation of the System during said two preceding fiscal years had such
rate increase been in effect for the entire period; or
(2) The projected average annual Net Revenues for the two fiscal years
immediately following the fiscal year in which the improvements to the System, the cost
of which is being financed by such additional bonds, are to be placed in commercial
operation, as determined by a Consultant, shall be equal to at least 110% of the average of
the Debt Service Requirements in all fiscal years succeeding said fiscal year in which such
improvements are expected to be placed in commercial operation. In determining the
projected average annual Net Revenues for the purpose of this subsection, the Consultant
may adjust said projections by adding thereto any estimated increase in Net Revenues
resulting from any increase or increases in rates for the use and services of the System duly
made by the City which shall be in effect for the period of such projections and which, in
the opinion of the Consultant, are economically feasible and reasonably considered
necessary based on projected operations of the System.
Additional sewerage system revenue bonds of the City issued under the conditions set forth in this
Section shall stand on a parity with the Bonds and shall enjoy complete equality of lien on and claim against
the Net Revenues with the Bonds, and the City may make equal provision for paying said bonds and the
interest thereon out of the Revenue Fund and may likewise provide for the creation of reasonable debt
service accounts and debt service reserve accounts for the payment of such additional bonds and the interest
thereon out of moneys in the Revenue Fund.
Section 903. Junior Lien Bonds and Other Obligations. Nothing in this Section contained
shall prohibit or restrict the right of the City to issue additional revenue bonds or other revenue obligations
for any lawful purpose in connection with the operation of the System and to provide that the principal of
and interest on said revenue bonds or obligations shall be payable out of the Net Revenues of the System,
provided at the time of the issuance of such additional revenue bonds or obligations the City shall not be in
default in the performance of any covenant or agreement contained in this Ordinance (unless such additional
revenue bonds or obligations are being issued to provide funds to cure such default), and provided further
that such additional revenue bonds or obligations shall be junior and subordinate to the Bonds so that if at
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any time the City shall be in default in paying either interest on or principal of the Bonds, or if the City
shall be in default in making any payments required to be made by it under the provisions of subsections
(a), (b), (c) and (d) of Section 602 of this Ordinance, the City shall make no payments of either principal
of or interest on said junior and subordinate revenue bonds or obligations until said default or defaults be
cured. In the event of the issuance of any such junior and subordinate revenue bonds or obligations, the
City, subject to the provisions aforesaid, may make provision for paying the principal of and interest on
said revenue bonds or for paying said obligations out of moneys in the Revenue Fund.
Section 904. Refunding Bonds. The City shall have the right, without complying with the
provisions of Section 902 hereof, to refund any of the Bonds or any of the Parity Bonds under the provisions
of any law then available, and the refunding bonds so issued shall enjoy complete equality of pledge with
any of the Bonds and the Parity Bonds that are not refunded, if any, upon the Net Revenues of the System;
provided, however, that if only a portion of the Bonds are refunded and if said Bonds are refunded in such
manner that the aggregate amount of principal and interest scheduled to become due on the refunding bonds
in any fiscal year (taking into account scheduled mandatory redemptions) exceeds the aggregate amount of
principal and interest scheduled to become due on the refunded Bonds in said fiscal year (taking into
account scheduled mandatory redemptions), then said Bonds may be refunded without complying with the
provisions of Section 902 hereof only by and with the written consent of the Registered Owners of a
majority in principal amount of the Bonds not refunded.
ARTICLE X
DEFAULT AND REMEDIES
Section 1001. 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 shall 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 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 the Registered Owner of any Bond then Outstanding, then, at
any time thereafter and while such default continues, the Registered Owners of 25% in principal amount of
the Bonds then Outstanding may, by written notice to the City filed in the office of the City Clerk or
delivered in person to said City Clerk, declare the principal of all Bonds then Outstanding to be due and
payable immediately, and upon any such declaration given as aforesaid, all of said Bonds shall become and
be immediately due and payable, anything in this Ordinance or in the Bonds contained to the contrary
notwithstanding. This provision, however, is subject to the condition that if at any time after the principal
of said Outstanding Bonds has been so declared to be due and payable, all arrears of interest upon all of
said Bonds, except interest accrued but not yet due on such Bonds, and all arrears of principal upon all of
said Bonds has been paid in full and all other defaults, if any, by the City under the provisions of this
Ordinance and under the provisions of the statutes of the State of Missouri have been cured, then and in
every such case the Registered Owners of a majority in principal amount of the Bonds then Outstanding,
by written notice to the City given as hereinbefore specified, may rescind and annul such declaration and
its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or
impair any rights consequent thereon.
Section 1002. Other Remedies. The provisions of this Ordinance, including the covenants and
agreements herein contained, shall constitute a contract between 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:
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(a) by mandamus or other suit, action or proceedings at law or in equity to enforce the
rights of such Registered Owner or Owners against the City and its officers, agents and employees,
and to require and compel duties and obligations required by the provisions of this Ordinance or
by the constitution and laws of the State of Missouri;
(b) by suit, action or other proceedings in equity or at law to require the City, its
officers, agents and employees to account as if they were the trustees of an express trust; and
(c) by suit, action or other proceedings in equity or at law to enjoin any acts or things
which may be unlawful or in violation of the rights of the Registered Owners of the Bonds.
Section 1003. Limitation on Rights of Bondowners. No one or more Bondowners secured
hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the
security granted and provided for herein, or to enforce any right hereunder, except in the manner herein
provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit
of all Registered Owners of such Outstanding Bonds.
Section 1004. Remedies Cumulative. No remedy conferred herein upon the Bondowners is
intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to
every other remedy and may be exercised without exhausting and without regard to any other remedy
conferred herein. No waiver of any default or breach of duty or contract by the Registered Owner of any
Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights
or remedies consequent thereon. No delay or omission of any Bondowner to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any
such default or acquiescence therein. Every substantive right and every remedy conferred upon the
Registered Owners of the Bonds by this Ordinance may be enforced and exercised from time to time and
as often as may be deemed expedient. If any suit, action or proceedings taken 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 shall have 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 1005. No Obligation to Levy Taxes. Nothing contained in this Ordinance shall be
construed as imposing on the City any duty or obligation to levy any taxes either to meet any obligation
incurred herein or to pay the principal of or interest on the Bonds.
Section 1006. Exception for Continuing Disclosure. This Article X shall not apply to Section
802 of this Ordinance regarding continuing disclosure requirements, and Bondowners or Beneficial Owners
of Bonds shall have no remedies for enforcement of said Section 802 other than the remedies provided in
said Section 802.
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ARTICLE XI
DEFEASANCE
Section 1101. 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 the pledge of Net Revenues made
hereunder 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 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 Section 302(a)
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.
(c) In the event of an advance refunding, the City shall cause to be delivered a verification
report of an independent nationally recognized certified public accountant.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Amendments.
(a) The Continuing Disclosure Undertaking is exempt from the provisions of this Section 1201
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 wit h 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:
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(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 by way of
principal of or interest on any Bond;
(3) permit the creation of a lien on the Net Revenues of the System prior or equal to
the lien of the Bonds or Parity Bonds;
(4) permit preference or priority of any Bonds over any other Bonds; or
(5) 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 governing body of the City at any time in any respect with the written
consent of the Registered Owners of all of the Bonds at the time Outstanding.
(c) Without notice to or the consent of any Bondowners, the City may amend or supplement
the 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 interests 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 the 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 1202. Notices, Consents and Other Instruments by Bondowners.
(a) Any notice, consent, request, direction, approval, objection or other instrument required by
this Ordinance to be signed and executed by the Bondowners may be in any number of concurrent writings
of similar tenor and may be signed or executed by such Bondowners in person or by agent appointed in
writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of
the ownership of Bonds (except for the assignment of ownership of a Bond as provided for in the form of
Bond set forth in Exhibit A), 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:
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(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 un der this
Ordinance, except that, in determining whether the Bondowners shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Bondowners
know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so owned which have
been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction
of the Bondowners the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the
City.
Section 1203. Further Authority. The officers of the City, including the Mayor, the Mayor Pro
Tem, the City Administrator, the Director of Finance, the Director of Publ ic Works, the Wastewater
Division Director, the City Counselor and the City Clerk, shall be, and they hereby are, authorized and
directed to execute all documents and take such actions as they may deem necessary or advisable in order
to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or
additions in the foregoing agreements, statements, instruments and other documents herein approved,
authorized and confirmed which they may approve and the execution or taking of such action shall be
conclusive evidence of such necessity or advisability.
Section 1204. Severability. If any section or other part of this Ordinance, whether large or small,
shall for any reason be held invalid, the invalidity thereof shall not affect the validity of the other provisions
of this Ordinance.
Section 1205. Governing Law. This Ordinance shall be governed exclusively by and
constructed in accordance with the applicable laws of the State of Missouri.
Section 1206. Electronic Storage. The parties hereto agree 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 1207. 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:
kl
,k
Presiding (Officer
(SEAL)
ATTEST:
Approved:
Mayor Ron F. ater
APPROVED AS TO FORM:
City Clerk ' City/A 6rney
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A-1
EXHIBIT A
TO ORDINANCE
FORM OF SERIES 2023 BOND
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
SEWERAGE SYSTEM REVENUE BOND
SERIES 2023
Interest Rate Maturity Date Dated Date CUSIP Number
July 1, 20__ August ____, 2023 _______ ___
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF JEFFERSON, MISSOURI, a home rule 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, payable semiannually on January 1 and July 1 in each year,
beginning on January 1, 2024, 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, draft or electronic transfer 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 Registered Owner of this Bond as shown on the Bond
Register at the close of business on the Record Date for such interest (1) by check or draft mailed by 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) by electronic transfer to such
Registered Owner upon written notice signed by such Registered Owner and given to the Paying Agent not
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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, the bank’s 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 a duly authorized series of bonds of the City designated “Sewerage System
Revenue Bonds, Series 2023,” aggregating the principal amount of $4,000,000 (the “Bonds”), issued by
the City for the purpose of extending and improving the City’s sewerage system (said sewerage system,
together with all future improvements and extensions thereto hereafter constructed or acquired by the City,
being herein called the “System”), as authorized by the voters of the City at an election duly held in the
City on April 5, 2022, under the authority of and in full compliance with the Constitution and laws of the
State of Missouri, including particularly Chapter 250, RSMo, and pursuant to an ordinance duly passed by
the City Council of the City (herein called the “Ordinance”). Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Ordinance.
At the option of the City, Bonds or portions thereof maturing on July 1, [20__] and thereafter may
be called for redemption and payment prior to maturity on July 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 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.]
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 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 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.
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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.
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.
This Bond is transferable by the Registered Owner hereof in person or by the Registered Owner’s
agent duly authorized in writing, at the office of the Paying Agent, but only in the manner, subject t o the
limitations and upon payment of the charges provided in the Ordinance and upon surrender and cancellation
of this Bond. The City shall pay all costs incurred in connection with the issuance, payment and initial
registration of the Bonds and the cost of a reasonable supply of bond blanks.
The Bonds are special obligations of the City payable solely from, and secured as to the payment
of principal and interest by a pledge of, the Net Revenues of the System, and the taxing power of the City
is not pledged to the payment of the Bonds either as to principal or interest. The Bonds shall not be or
constitute a general obligation of the City, nor shall they constitute an indebtedness of the City within the
meaning of any constitutional, statutory or charter provision, limitation or restriction. The Bonds stand on
a parity and are equally and ratably secured with respect to the payment of principal and interest from the
Net Revenues and in all other respects with (i) an issue of Sewerage System Revenue Bonds (State
Revolving Fund Program), Series 2005A, of the City, (ii) an issue of Sewerage System Refunding and
Improvement Revenue Bonds (State Revolving Fund Program), Series 2005C, of the City, (iii) an issue of
Sewerage System Revenue Bonds (State Revolving Fund Program), Series 2008, of the City, (iv) an issue
of Sewerage System Revenue Bonds (State of Missouri – Direct Loan Program), Series 2012, of the City,
(v) an issue of Sewerage System Revenue Bonds, Series 2014, of the City, (vi) an issue of Sewerage System
Revenue Bonds, Series 2016, of the City and (vii) an issue of Sewerage System Refunding Revenue Bonds,
Series 2020, of the City. Under the conditions set forth in the Ordinance, the City has the right to issue
additional parity bonds and other obligations payable from and secured by the Net Revenues; provided,
however, that such additional bonds may be so issued only in accordance with and subject to the covenants,
conditions and restrictions relating thereto set forth in the Ordinance.
The City hereby covenants and agrees with the Registered Owner of this Bond that it will keep and
perform all covenants and agreements contained in the Ordinance, and will fix, establish, maintain and
collect such rates, fees and charges for the use and services furnished by or through the System as will
produce Revenues sufficient to pay the costs of operation and maintenance of the System, pay the principal
of and interest on the Bonds as and when the same become due, and provide reasonable and adequate
reserve funds. Reference is made to the Ordinance for a description of the covenants and agreements made
by the City with respect to the collection, segregation and application of the Revenues of the System, the
nature and extent of the security of the Bonds, the rights, duties and obligations of the City with respect
thereto, and the rights of the Registered Owners thereof.
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
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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 CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to and in the issuance of the Bonds have existed, happened and
been performed in due time, form and manner as required by law, and that before the issuance of the Bonds,
provision has been duly made for the collection and segregation of the Revenues of the System and for the
application of the same as provided in the Ordinance.
IN WITNESS WHEREOF, THE CITY OF JEFFERSON, MISSOURI, has executed this Bond
by causing it to be signed by the manual or facsimile signature of its Mayor and attested by the manual or
facsimile signature of its City Clerk and its official seal to be affixed hereto or imprinted hereon.
CERTIFICATE OF AUTHENTICATION CITY OF JEFFERSON, MISSOURI
This Bond is one of the Bonds of the issue
described in the within-mentioned Ordinance.
By: ________________________________
Mayor
Registration Date: _____________________
UMB BANK, N.A.,
Paying Agent
(SEAL)
ATTEST:
By: _______________________________
Authorized Signatory
______________________________________
City Clerk
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
____________________________________________________________________________________
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________________________________ agent to transfer the within Bond on the Bond Register
kept by the Paying Agent for the registration thereof, with full power of substitution in the premises.
Dated: _______________________ ______________________________________
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears upon the face of the within
Bond in every particular.
Signature Guaranteed By:
______________________________________
(Name of Eligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (17 CFR 240.17
Ad-15)) or such other similar rule as Paying
Agent deems applicable)
By: ________________________________
Title:
CONTINUING DISCLOSURE UNDERTAKING
This CONTINUING DISCLOSURE UNDERTAKING dated as of August 30, 2023 (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 $4,000,000 Sewerage System Revenue Bonds, Series 2023
(the “Bonds”), pursuant to an Ordinance adopted by the governing body 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 desi gnated 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.
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“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 than April 30th immediately following the end of the Issuer’s
Fiscal Year, commencing with the Fiscal Year ending October 31, 2023, 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 described in the notes to the financial
statements contained in Appendix B to the final Official Statement related to the
Bonds. 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
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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 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 simi lar
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, in substantially the form attached hereto as Exhibit B, 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
-4-
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.
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 limit ation 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 coun sel
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 obligati on 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
-5-
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.
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.]
Continuing Disclosure Undertaking
Sewerage System Revenue Bonds
Series 2023
-6-
IN WITNESS WHEREOF, the Issuer has caused this Continuing Disclosure Undertaking to be
executed as of the day and year first above written.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Name: Ron L. Fitzwater
Title: Mayor
(SEAL)
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Continuing Disclosure Undertaking
Sewerage System Revenue Bonds
Series 2023
Exhibit A-1
EXHIBIT A
TO CONTINUING DISCLOSURE UNDERTAKING
FINANCIAL INFORMATION AND OPERATING DATA TO BE
INCLUDED IN ANNUAL REPORT
The operating data in the sections and tables in Appendix A contained in the final Official Statement
relating to the Bonds generally described as follows:
• The tables under “HISTORY AND OPERATION OF THE SYSTEM” relating
to utility rates and customers (excluding the table relating to the Holts Summit
Agreement)
• The information contained in the table “Historical Debt Service Coverage” under
“FINANCIAL INFORMATION CONCERNING THE SYSTEM” for the
most recently ended fiscal year.
Continuing Disclosure Undertaking
Sewerage System Revenue Bonds
Series 2023
Exhibit B-1
EXHIBIT B
TO CONTINUING DISCLOSURE UNDERTAKING
FORM OF FAILURE TO FILE NOTICE
Event Notice Pursuant to SEC Rule 15c2-12(b)(5)(C)
Issuer/Obligated Person: City of Jefferson, Missouri
Issues to which this
Notice relates: Sewerage System Revenue Bonds, Series 2023
CUSIP Numbers for Issue to which this Notice relates:
Maturity Date CUSIP Number
Event Reported: Failure to Timely File Annual Financial Information/Audited Financial
Statements
The Obligated Person did not timely file its operating data for the fiscal year ended October 31, 20___.
Such operating data [*will be*] [*was*] filed with the MSRB through EMMA on _______, 20__.
The Obligated Person did not timely file its audited financial statements for the fiscal year ended
October 31, 20___. Such audited financial statements [*will be*] [*were*] filed with the MSRB through
EMMA on ___________, 20___.
The information contained in this Notice has been submitted by the Obligated Person pursuant
to contractual undertakings the Obligated Person made in accordance with SEC Rule 15c2-12. Nothing
contained in the undertaking or this Notice is, or should be construed as, a representation by the
Obligated Person that the information included in this Notice constitutes all of the information that
may be material to a decision to invest in, hold or dispose of any of the securities listed above, or any
other securities of the Obligated Person.
For additional information, contact:
Shiela Pearre, Director of Finance
City of Jefferson, Missouri
320 E. McCarty Street
Jefferson City, Missouri 65101
(573) 634-6459
Date Submitted: [Date]
CITY OF JEFFERSON, MISSOURI
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
B-1
EXHIBIT B
TO ORDINANCE
FORM OF CONTINUING DISCLOSURE UNDERTAKING
CONTINUING DISCLOSURE UNDERTAKING
This CONTINUING DISCLOSURE UNDERTAKING dated as of August 30, 2023 (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 $4,000,000 Sewerage System Revenue Bonds, Series 2023
(the “Bonds”), pursuant to an Ordinance adopted by the governing body 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 desi gnated 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.
-2-
“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 than April 30th immediately following the end of the Issuer’s
Fiscal Year, commencing with the Fiscal Year ending October 31, 2023, 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 described in the notes to the financial
statements contained in Appendix B to the final Official Statement related to the
Bonds. 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
-3-
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 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 simi lar
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, in substantially the form attached hereto as Exhibit B, 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
-4-
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.
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 limit ation 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 coun sel
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 obligati on 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
-5-
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.
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.]
Continuing Disclosure Undertaking
Sewerage System Revenue Bonds
Series 2023
-6-
IN WITNESS WHEREOF, the Issuer has caused this Continuing Disclosure Undertaking to be
executed as of the day and year first above written.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Name: Ron L. Fitzwater
Title: Mayor
(SEAL)
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Continuing Disclosure Undertaking
Sewerage System Revenue Bonds
Series 2023
Exhibit A-1
EXHIBIT A
TO CONTINUING DISCLOSURE UNDERTAKING
FINANCIAL INFORMATION AND OPERATING DATA TO BE
INCLUDED IN ANNUAL REPORT
The operating data in the sections and tables in Appendix A contained in the final Official Statement
relating to the Bonds generally described as follows:
• The tables under “HISTORY AND OPERATION OF THE SYSTEM” relating
to utility rates and customers (excluding the table relating to the Holts Summit
Agreement)
• The information contained in the table “Historical Debt Service Coverage” under
“FINANCIAL INFORMATION CONCERNING THE SYSTEM” for the
most recently ended fiscal year.
Continuing Disclosure Undertaking
Sewerage System Revenue Bonds
Series 2023
Exhibit B-1
EXHIBIT B
TO CONTINUING DISCLOSURE UNDERTAKING
FORM OF FAILURE TO FILE NOTICE
Event Notice Pursuant to SEC Rule 15c2-12(b)(5)(C)
Issuer/Obligated Person: City of Jefferson, Missouri
Issues to which this
Notice relates: Sewerage System Revenue Bonds, Series 2023
CUSIP Numbers for Issue to which this Notice relates:
Maturity Date CUSIP Number
Event Reported: Failure to Timely File Annual Financial Information/Audited Financial
Statements
The Obligated Person did not timely file its operating data for the fiscal year ended October 31, 20___.
Such operating data [*will be*] [*was*] filed with the MSRB through EMMA on _______, 20__.
The Obligated Person did not timely file its audited financial statements for the fiscal year ended
October 31, 20___. Such audited financial statements [*will be*] [*were*] filed with the MSRB through
EMMA on ___________, 20___.
The information contained in this Notice has been submitted by the Obligated Person pursuant
to contractual undertakings the Obligated Person made in accordance with SEC Rule 15c2-12. Nothing
contained in the undertaking or this Notice is, or should be construed as, a representation by the
Obligated Person that the information included in this Notice constitutes all of the information that
may be material to a decision to invest in, hold or dispose of any of the securities listed above, or any
other securities of the Obligated Person.
For additional information, contact:
Shiela Pearre, Director of Finance
City of Jefferson, Missouri
320 E. McCarty Street
Jefferson City, Missouri 65101
(573) 634-6459
Date Submitted: [Date]
CITY OF JEFFERSON, MISSOURI
C-1
EXHIBIT C
TO ORDINANCE
FORM OF CERTIFICATE OF FINAL TERMS
$4,000,000
CITY OF JEFFERSON, MISSOURI
SEWERAGE SYSTEM REVENUE BONDS
SERIES 2023
August 21, 2023
CERTIFICATE OF FINAL TERMS
City of Jefferson, Missouri
Jefferson City, Missouri
Ladies and Gentlemen:
The undersigned, [_________________] (the “Purchaser”), hereby offers to purchase from the
City of Jefferson, Missouri (the “City”) $4,000,000 aggregate principal amount of City of Jefferson,
Missouri Sewerage System Revenue Bonds, Series 2023 (the “Bonds”) to be issued by the City under and
pursuant to an ordinance passed by the City Council of the City on August 21, 2023 (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 [net] original issue premium
of $______________, less an underwriter’s discount of $____________). The Bonds shall mature, shall
bear interest and shall be subject to redemption as set forth in Schedule I hereto.
Very truly yours,
__________________
By: _______________________________
Title:
C-2
Accepted and agreed to as of
the date first above written:
CITY OF JEFFERSON, MISSOURI
(SEAL)
By: _________________________________
Name: Ron L. Fitzwater
Title: Mayor
ATTEST
By:
Name: Emily Donaldson
Title: City Clerk
C-3
SCHEDULE I TO CERTIFICATE OF FINAL TERMS
$4,000,000
CITY OF JEFFERSON, MISSOURI
SEWERAGE SYSTEM REVENUE BONDS
SERIES 2023
1. Original Principal Amount - Sections 101, 201 and 202: ........................................... $4,000,000
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 January 1 and July 1,
beginning January 1, 2024.
(b) Dated Date - Sections 101 and 202: ........................................................... August 30, 2023.
(c) Maturity Schedule and Interest Rates - Section 202: (see table below)
SERIAL BONDS
Stated Maturity
July 1
Principal
Amount
Annual
Rate
of Interest
Stated Maturity
July 1
Principal
Amount
Annual
Rate
of Interest
TERM BONDS(1)
Stated Maturity
July 1(1)
Principal
Amount
Annual Rate
of Interest
____________
(1)Term Bonds subject to mandatory redemption
C-4
5. Optional Redemption – Section 301(a): At the option of the City, the Bonds or portions thereof
maturing on July 1, 20__, and thereafter may be called for redemption and payment prior to the
Stated Maturity thereof on July 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 Redemp tion 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 July 1, 20__, shall be redeemed and paid as follows:
Year
July 1
Principal
Amount
*Final Maturity
7. Deposit of Purchase Price of Bonds - Section 502: The Purchase Price received from the sale of
the Bonds in the amount of $[____________] shall be deposited simultaneously with the issuance
of the Bonds as follows:
(a) $[________________] from the Purchase Price of the Bonds shall be deposited with the
City in the Project Fund and used to pay costs of the Project.
(b) The remaining proceeds received from the Purchase Price of the Bonds in the amount of
$[____________] shall be deposited with UMB Bank, N.A., as Paying Agent for the Bonds and
shall be disbursed, on the City’s behalf, to pay the following costs of issuing the Bonds, promptly
upon receipt of invoices therefor, with all remaining amounts being remitted to the City for deposit
in the Project Fund and used to pay costs of the Project:
Payee Purpose Amount
Gilmore & Bell, P.C. Bond Counsel fee
S&P Global Ratings
Rating Agency fee
Piper Sandler & Co.
Financial Advisor fee
MuniHub Official Statement/Notice of Sale posting fee
UMB Bank, N.A.
Paying Agent Fee (acceptance & first annual fees)
CUSIP Global Services CUSIP Fee
TOTAL $*
* Maximum amount. Any excess over the invoiced amount shall be remitted to the City and deposited in the Debt Service
Account for the Series 2023 Bonds.
8. Compliance with provisions of Section 202(b) of the Ordinance:
(a) Original Principal Amount of the Bonds (not to exceed
$4,000,000) – Section 202(b)(1): ................................................................... $__________
C-5
(b) True Interest Cost on the Bonds (not to exceed 4.75% as described in Section 108.170(7),
RSMo, as amended) – Section 202(b)(2): ....................................................... _________%
(c) Costs of Issuing the Bonds (excluding Underwriter’s discount) (not to exceed $80,000)
– Section 202(b)(3): ......................................................................................... $_________
(d) Weighted Average Maturity on the Bonds (not less than 10.0 years nor more than 14.0
years) – Section 202(b)(4): ........................................................................ _________years
(e) Final Stated Maturity of the Bonds (not later than July 1, 2043) –
Section 202(b)(5): ........................................................................................... July 1, _____
(f) Optional call date for Bonds (not later than July 1, 2033 at a
Redemption Price not to exceed 100% of the principal amount thereof
plus accrued interest thereon to the Redemption Date) - Section
202(b)(6): ........................................................................................................... July 1, 20__
EXHIBIT D
TO ORDINANCE
FORM OF NOTICE OF BOND SALE
DRAFTGilmore & Bell, P.C.
Draft v1 – July 7, 2023
NOTICE OF BOND SALE
$4,000,000*
CITY OF JEFFERSON, MISSOURI
SEWERAGE SYSTEM REVENUE BONDS
SERIES 2023
Bids. Electronic bids for the purchase of $4,000,000* principal amount of Sewerage System Revenue
Bonds, Series 2023 (the “Bonds”), of the City of Jefferson, Missouri (the “City”), herein described, will be
received until 10:00 A.M., Central Time, on
MONDAY, AUGUST 21, 2023 (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 City Council of the City at a
regular meeting of the City Council scheduled for 6:00 p.m. on the Sale Date, with the approval of the award to
the Successful Bidder to occur no later than 11:59 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 July 1 in the years, subject to adjustment as provided herein, as follows:
Year
(July 1) Principal Amount*
2024 $120,000
2025 130,000
2026 135,000
2027 140,000
2028 145,000
2029 155,000
2030 160,000
2031 170,000
2032 180,000
2033 190,000
2034 200,000
2035 210,000
2036 220,000
2037 230,000
2038 240,000
2039 255,000
2040 265,000
2041 275,000
2042 285,000
2043 295,000
*Preliminary, subject to change.
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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 January 1 and July 1 in each year, beginning
on January 1, 2024.
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. At an election held in the City on April 5, 2022 (the “2022
Election”), the required majority of the qualified voters of the City approved the issuance of $44,000,000
principal amount of sewerage system revenue bonds for the purpose of extending and improving the City’s
revenue-producing sewerage system (the “System”). The City has not previously issued any of the total
$44,000,000 of sewerage system revenue bonds authorized by the voters at the 2022 Election. The principal
amount of the Bonds ($4,000,000*) represent the first installment of the total $44,000,000 of sewerage system
revenue bonds authorized at the 2022 Election, which the City will use to finance a portion of the costs of
extending and improving the System. After the issuance of the Bonds, the City will have $40,000,000* in
remaining voter authorized sewerage system revenue bonds from the 2022 Election that could be issued to
finance remaining costs of extending and improving the System. Currently, the City expects to issue the
remaining $40,000,000* of voter authorized sewerage system revenue bonds from the 2022 Election over the
next [10] years.
The Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the
State of Missouri, including particularly Article VI, Section 27 of the Missouri Constitution, as amended,
Chapter 250 of the Revised Statutes of Missouri, as amended, the authority granted by the voters at the 2022
Election and an ordinance expected to be passed by the City Council of the City on the Sale Date (August 21,
2023) (the “Bond Ordinance”), for the purpose of (i) providing funds to pay a portion of the costs of extending
and improving the City’s System as authorized by voters at the 2022 Election and (ii) paying costs and expenses
related to the issuance of the Bonds. The Bonds are special obligations of the City and are payable solely
out of net income and revenues arising from the operation of the City’s System after providing for the
costs of operation and maintenance thereof. The Bonds are on a parity with seven series of the City’s
outstanding sewerage system revenue bonds. The Bonds do not constitute a general obligation of the City
and do not constitute an indebtedness of the City within the meaning of any constitutional, charter or
statutory provision, limitation or restriction. The Bonds are not payable by and have no recourse to the
power of taxation. The Bondowners have no lien on or security interest in any of the physical assets of the
City, including the System. All capitalized terms used herein and not otherwise defined herein have the
meanings assigned to those terms in the Bond Ordinance.
The Bonds are more particularly described in the Preliminary Official Statement dated the date hereof,
available from the City’s financial advisor, Piper Sandler & 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. All capitalized terms used herein and not otherwise
defined herein have the meanings assigned to those terms in the Bond Ordinance. A summary of the Bond
Ordinance, including definitions of certain words and terms used herein, in the Preliminary Official Statement
and in the Bond Ordinance, is included in Appendix C to the Preliminary Official Statement.
Adjustment of Issue Size. 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,
* Preliminary, subject to change.
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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 portion of the Project to be financed. 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 20%, 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 11:30 A.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
(a) the aggregate difference between the offering price of the Bonds to the public and the price to be paid to the
City by (b) 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
July 1, [20__], and thereafter may be called for redemption and payment prior to maturity on July 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 thereon to the redemption date. Bonds shall be redeemed only in the principal amount of $5,000
or any integral multiple thereof. When less than all of the Outstanding Bonds are to be redeemed, such Bonds shall
be redeemed from the Stated Maturities selected by the City, and Bonds of less than a full Stated Maturity shall be
selected by the Paying Agent in $5,000 units of principal amount 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 10:00 A.M.
Central 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 BY PIPER**] 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 1/8 or 1/20 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 [________]%. 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
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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. [**TO BE UPDATED BY PIPER**] 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, 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.
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;
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(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.
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 10% 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 10% 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 10% 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 10% 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 10% 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 10% Test is satisfied. In either case, if Bonds
constituting the first 10% of a certain maturity are sold at different prices, the Successful Bidder shall report to
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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 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%
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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
(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. 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 rating may be obtained only from the rating agency. The
rating is not a recommendation to buy, sell, or hold the Bonds, and such rating may be subject to revision or
withdrawal at any time by the rating agency. Any downward revision or withdrawal of the 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.
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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 (“DTC”), 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.
Delivery and Payment. The City will deliver the Bonds, properly prepared, executed and registered
(without cost to the Successful Bidder), to the Paying Agent (as “FAST Agent” for DTC) for the account of the
Successful Bidder on or about August 30, 2023 (the “Closing Date”), in book-entry form only through the
facilities of DTC. 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.
Preliminary Official Statement and Official Statement. The City has prepared a Preliminary Official
Statement dated July [___], 2023, “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.
Continuing Disclosure. The City covenants and agrees to enter into a continuing disclosure
undertaking (the “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. For further information relating to the to the City’s
compliance within the last five years with undertakings previously entered into by the City and for a form of the
Continuing Disclosure Undertaking, see the section captioned “CONTINUING DISCLOSURE” in the
Preliminary Official Statement and “FORM OF CONTINUING DISCLOSURE UNDERTAKING” attached
as Appendix D to the Preliminary Official Statement
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 Sandler & Co., 11635 Rosewood Street, Leawood, Kansas, 66211, Attention: Todd
Goffoy, Office: (913) 345-3373, Mobile: (913) 201-3270, Email: Todd.Goffoy@psc.com or Hannah Snyder,
Office: (913) 345-3302, Email: Hannah.Snyder@psc.com.
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DATED this [_______]th day of July, 2023.
CITY OF JEFFERSON, MISSOURI
By:
Mayor
ATTEST:
By:
City Clerk
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Exhibit A - 1
EXHIBIT A
TO NOTICE OF BOND SALE
FORM OF UNDERWRITER’S RECEIPT FOR BONDS AND REPRESENTATIONS
$[Principal Amount]
CITY OF JEFFERSON, MISSOURI
SEWERAGE SYSTEM REVENUE BONDS
SERIES 2023
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 R-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.
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 (July 10, 2023),
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 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 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 to
this Certificate showing the price or prices at which the first 10% of [**each**] such Maturity was sold to the
Public.**]***]
DRAFTExhibit A - 2
(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: ____________________________
DRAFTExhibit A - 3
Attachment A
Expected Offering Prices/Initial Offering Prices
{Attach Initial Offering Prices Used in Formulating Bid}
DRAFTExhibit A - 4
[**ATTACHMENTS IF COMPETITIVE SALES REQUIREMENTS ARE NOT MET**]
Attachment A
Initial Offering Price Documentation
[Attach Pricing Wire or Other Offering Price Documentation]
DRAFTExhibit A - 5
Attachment B
Sale Price Documentation
[Attach Actual Sales Data Certification or Documentation]
EXHIBIT E
TO ORDINANCE
FORM OF PAYING AGENT AGREEMENT
REGISTRAR / PAYING AGENT AGREEMENT
(Book Entry Only Bonds)
THIS AGREEMENT is made and entered into this 30th day of August, 2023 by and between
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 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 $4,000,000
Sewerage System Revenue General Obligation Bonds, Series 2023 (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.
2
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. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or
demand of the AGENT, provide to the AGENT funds that are immediately available at least one business
day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment
date and each principal payment date, all interest and principal then payable under the terms and provisions
of the Bond Document and the Bonds.
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 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 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.
3
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, under 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
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 requests 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 given, upon receipt if (i) personally delivered, (ii) sent by telecopy and confirmed by
4
phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as
follows:
If to AGENT: UMB Bank, N.A.
2 S Broadway, 6th Floor
St. Louis, MO 63102
If to ISSUER: City of Jefferson, Missouri
Attn: Business Office
320 E McCarty Street
Jefferson City, MO 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.
18. Pursuant to Section 34.600 of the Revised Statutes of Missouri, as amended, the AGENT
hereby certifies to the ISSUER that it is not currently engaged in and shall not, for the duration of
this Agreement, engage in a boycott of goods or services from the State of Israel, companies doing
business in or with Israel or authorized by, licensed by, or organized under the laws of the State of
Israel, or persons or entities doing business in the State of Israel.
[Remainder of Page Intentionally Left Blank]
5
IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their
respective hands and seals this 30th day of August, 2023.
CITY OF JEFFERSON, MO
By:
Authorized Signatory
UMB BANK, N.A., as Paying Agent/Registrar
By:
Authorized Signatory
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) $150.00
Failure to File Notice $150.00
Additional Disclosures $150.00
Cost of Issuance Payments $100.00
Bond Redemptions $150.00
In connection with the initial review of documents, UMB will not require reimbursement for any
legal fees that it may incur through the use of in-house counsel. If opinion(s) of trustee’s counsel
are required, outside counsel may be retained by UMB and the cost of such counsel will be charged
as an additional expense. Administration fees and other fees and expenses will be billed annually
in arrears. Termination Fee will not be charged but final annual fees will be prorated through
termination date.
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. 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 Paying Agent. UMB reserves the right to
renegotiate its current fee schedule to correspond with changing economic conditions, inflation,
and changing requirements relating to day-to-day service delivery.
EXHIBIT F
TO ORDINANCE
FORM OF PRELIMINARY OFFICIAL STATEMENT
DRAFT The date of this Official Statement is August __, 2023
__________________
* Preliminary; subject to change.
PRELIMINARY OFFICIAL STATEMENT DATED AUGUST ___, 2023
NEW ISSUE S&P Rating: [____]
BANK-QUALIFIED See “RATING” herein.
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 issue discount properly allocable to an owner thereof) (1) is excludable from gross income for
federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax and (2)
is exempt from income taxation by the State of Missouri. The Bonds are “qualified tax-exempt obligations” within the meaning
of Section 265(b)(3) of the Code. Bond Counsel notes that for tax years beginning after December 31, 2022, interest on the
Bonds may be included in adjusted financial statement income of applicable corporations for purposes of determining the
applicability and amount of the federal corporate alternative minimum tax. See the caption “TAX MATTERS” in this Official
Statement.
CITY OF JEFFERSON, MISSOURI
$4,000,000*
Sewerage System Revenue Bonds
Series 2023
Dated: Date of Issuance Due: July 1, as shown on inside cover page
The Sewerage System Revenue Bonds, Series 2023 (the “Bonds”), will be issued by the City of Jefferson,
Missouri (the “City”), for the purpose of providing funds to pay (1) costs of extending and improving the City’s revenue-
producing sewerage system and (2) costs related to the issuance of the Bonds, as further described under the caption
“PLAN OF FINANCING” in this Official Statement.
The Bonds will be issued as fully registered bonds and will be registered in the name of Cede & Co., as registered
owner and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities
depository for the Bonds. The Bonds will be available for purchase in denominations of $5,000 or any integral multiple
thereof, under the book-entry system maintained by DTC. DTC will receive all payments with respect to the Bonds from
UMB Bank, N.A., St. Louis, Missouri, as Paying Agent for the Bonds. DTC is required to remit such payments to DTC
Participants for subsequent disbursement to the beneficial owners of the Bonds. Semiannual interest will be payable on
January 1 and July 1, beginning on January 1, 2024.
The Bonds are special obligations of the City, payable solely from the net income and revenues derived by
the City from the operation of its sewerage system after payment of costs of operation and maintenance. The
Bonds are on a parity with seven series of the City’s outstanding sewerage system revenue bonds. The Bonds do
not constitute a general obligation of the City and do not constitute an indebtedness of the City within the meaning
of any constitutional or statutory provision, limitation or restriction, and the taxing power of the City is not
pledged to the payment of the Bonds or the interest thereon.
The Bonds are subject to optional redemption prior to maturity as further described herein. See the caption
“THE BONDS - Redemption Provisions” in this Official Statement.
See inside cover for maturities, principal amounts, interest rates, yields and CUSIP numbers.
The Bonds are offered when, as and if issued by the City, subject to the approval of legality by Gilmore & Bell, P.C.,
Kansas City, Missouri, as Bond Counsel to the City. Gilmore & Bell, P.C., will also pass upon certain matters relating to this
Official Statement as disclosure counsel to the City. It is expected that the Bonds will be available for delivery in book-entry
form through DTC, New York, New York on or about August 30, 2023.
Bids for the Bonds will only be received electronically through PARITY electronic bid submission system until
10:00 A.M., Central Daylight Time, on Monday, August 21, 2023. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
DRAFT
CITY OF JEFFERSON, MISSOURI
$4,000,000 ∗
Sewerage System Revenue Bonds
Series 2023
MATURITY SCHEDULE*
Maturity
July 1
Principal
Amount*
Interest
Rate Yield
CUSIP
2024 $120,000
2025 130,000
2026 135,000
2027 140,000
2028 145,000
2029 155,000
2030 160,000
2031 170,000
2032 180,000
2033 190,000
2034 200,000
2035 210,000
2036 220,000
2037 230,000
2038 240,000
2039 255,000
2040 265,000
2041 275,000
2042 285,000
2043 295,000
_____________
(1) CUSIP Numbers have been assigned to this issue by CUSIP Global Services managed on behalf of the
American Bankers Association by FactSet Research Systems Inc., and are included solely for the convenience
of the Owners of the Series 2023 Certificates. Neither the City nor the Underwriter shall be responsible for the
selection or correctness of the CUSIP numbers set forth above.
∗ Preliminary; subject to change.
DRAFT
(i)
CITY OF JEFFERSON, MISSOURI
320 E. McCarty Street
Jefferson City, Missouri 65101
(573) 634-6300
CITY OFFICIALS
Mayor
Ron L. Fitzwater
Council Members
Jack Deeken, Councilmember Ward 1 Jeff Ahlers, Councilmember Ward 1
Mike Lester, Councilmember Ward 2 Aaron Mealy, Councilmember Ward 2
Scott Spencer, Councilmember Ward 3 Erin L. Wiseman, Councilmember Ward 3
Derrick Spicer, Councilmember Ward 4 Randy Wright, Councilmember Ward 4
Jon Hensley, Councilmember Ward 5 Mark Schwartz, Councilmember Ward 5
Administrative Officials
Matt Schofield, Acting City Administrator
Ryan Moehlman, City Counselor
Emily Donaldson, City Clerk
Shiela Pearre, Director of Finance
Matt Morasch, Director of Public Works
Eric Seaman, Wastewater Division Director
BOND COUNSEL AND DISCLOSURE COUNSEL
Gilmore & Bell, P.C.
Kansas City, Missouri
FINANCIAL ADVISOR
Piper Sandler & Co.
Leawood, Kansas
PAYING AGENT
UMB Bank, N.A.
St. Louis, Missouri
DRAFT
(ii)
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 TO THIS OFFICIAL STATEMENT.
DRAFT
(iii)
TABLE OF CONTENTS
___________________
Page Page
INTRODUCTION ............................................. 1
Purpose of the Official Statement ................... 1
The City .......................................................... 1
The System ..................................................... 1
The Bonds and Plan of Finance ...................... 1
Security and Source of Payment..................... 2
Financial Statements....................................... 3
Bondowners’ Risk .......................................... 3
Summary of the Bond Ordinance ................... 4
Continuing Disclosure Information ................ 4
Bond Rating .................................................... 4
PLAN OF FINANCING .................................... 5
Authorization and Purpose of the Bonds ........ 5
The Project ..................................................... 5
Sources and Uses of Funds ............................. 5
THE BONDS ...................................................... 6
General Description ........................................ 6
Redemption Provisions ................................... 6
Registration, Transfer and Exchange of Bonds
................................................................. 8
Book-Entry Only System ............................... 8
SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS ...................................... 8
Special Limited Obligations ........................... 8
The Bond Ordinance ...................................... 9
THE SYSTEM ................................................. 10
Description of the System ............................ 10
Historical Debt Service Coverage ................ 11
Additional System Information .................... 11
BONDOWNERS’ RISKS ................................ 12
General ......................................................... 12
Failure to Comply with Rate Covenant in
Fiscal Years Ended October 31, 2019 and
October 31, 2020 ................................... 12
Limited Obligations ...................................... 13
Additional Bonds .......................................... 13
No Mortgage on the Project ......................... 13
Risk of IRS Audit ............................................. 13
Taxability .......................................................... 13
Investment Rating and Secondary Market ........ 14
Loss of Premium from Prepayment .................. 14
Defeasance Risk ................................................ 14
Enforcement of Remedies ................................. 14
No Bond Reserve Fund ..................................... 15
Factors Affecting the Operations of the System15
Potential Impact of Pandemics .......................... 16
LEGAL MATTERS ............................................. 16
Legal Proceedings ............................................. 16
Approval of Legality ......................................... 16
TAX MATTERS ................................................... 17
Opinion of Bond Counsel ................................. 17
Other Tax Consequences .................................. 17
RATING ................................................................ 18
CONTINUING DISCLOSURE ........................... 19
MISCELLANEOUS ............................................. 19
Financial Advisor .............................................. 19
Certain Relationships ........................................ 19
Underwriting ..................................................... 19
Certification and Other Matters Regarding Official
Statement .................................................... 20
APPENDIX A: City of Jefferson, Missouri
APPENDIX B: City of Jefferson, Missouri Annual
Financial Report with Independent Auditor’s
Report for the Year Ended October 31, 2022
APPENDIX C: Summary of the Bond Ordinance
APPENDIX D: Form of Continuing Disclosure Undertaking
APPENDIX E: Book-Entry Only System
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OFFICIAL STATEMENT
CITY OF JEFFERSON, MISSOURI
$4,000,000 ∗
Sewerage System Revenue Bonds
Series 2023
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 the 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 City’s Sewerage System Revenue Bonds, Series 2023, to be issued in the
aggregate principal amount of $4,000,000* (the “Bonds”), in order to provide funds to improve and extend the
City’s revenue-producing sewerage system and pay costs of issuing the Bonds as further described herein under
the caption “PLAN OF FINANCING” in this Official Statement.
The City
The City is the capital of the State of Missouri and county seat of Cole County, Missouri. 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. For more information about the City, see
Appendix A and Appendix B to this Official Statement.
The System
The City owns and operates a revenue-producing sewerage system serving the City and its inhabitants
(the “System”). The System includes [34] pumping stations, [440] miles of sanitary sewer lines, an [11] million
gallons per day (“mgd”) treatment facility and a [0.8] mgd treatment facility. The City has been served by a
sewer system since pre-1895. Treatment was provided in the late 1960’s when major interceptors and pumping
stations were constructed to collect sanitary wastes and convey them to a central plant for treatment. For more
information about the System, see the captions “THE SYSTEM” herein and “FINANCIAL INFORMATION
CONCERNING THE SYSTEM” in Appendix A to this Official Statement.
The Bonds and Plan of Finance
At an election held in the City on April 5, 2022 (the “2022 Election”), the required majority of the
qualified voters of the City approved the issuance of $44,000,000 principal amount of sewerage system revenue
bonds for the purpose of extending and improving the System (collectively, the “Project”). The City has not
previously issued any of the total $44,000,000 of sewerage system revenue bonds authorized by the voters at the
2022 Election. The principal amount of the Bonds ($4,000,000*) represent the first installment of the total
$44,000,000 of sewerage system revenue bonds authorized at the 2022 Election, which the City will use to
∗ Preliminary; subject to change.
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finance a portion of the costs of extending and improving the System. After the issuance of the Bonds, the City
will have $40,000,000* in remaining voter authorized sewerage system revenue bonds from the 2022 Election
that could be issued to finance remaining costs of extending and improving the System. Currently, the City
expects to issue the remaining $40,000,000* of voter authorized sewerage system revenue bonds from the 2022
Election over the next [10] years.
The Bonds are being issued pursuant to an ordinance expected to be passed by the City Council of the
City on August 21, 2023 (the “Bond Ordinance”). See the captions “PLAN OF FINANCING” and “THE
BONDS” in this Official Statement. All capitalized terms used herein and not otherwise defined herein have the
meanings assigned to those terms in the Bond Ordinance.
Security and Source of Payment
The Bonds will be special limited obligations of the City payable from the Net Revenues derived by the
City from the operation of its System. A depreciation and replacement reserve has previously been established
for the System and ratified by the Bond Ordinance, to provide funds to make unusual or extraordinary
replacements and repairs. No Bond proceeds will be used to provide additional funds for the depreciation and
replacement reserve.
In addition to the $4,000,000 * aggregate principal amount of the Bonds being issued, the City has
outstanding the following series of System Revenue Bonds standing on a parity and equality with the Bonds
with respect to the payment of principal and interest from the Net Revenues of the System:
(i) $675,000 principal amount of Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2005A (the “Series 2005A Bonds”);
(ii) $2,150,000 principal amount of Sewerage System Refunding and Improvement
Revenue Bonds (State Revolving Fund Program), Series 2005B (the “Series 2005B Bonds”);
(iii) $1,665,000 principal amount of Sewerage System Revenue Bonds (State Revolving
Fund Program), Series 2008 (the “Series 2008 Bonds”);
(iv) $8,524,000 principal amount of Sewerage System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2012 (the “Series 2012 Bonds”);
(v) $6,840,000 principal amount of Sewerage System Revenue Bonds, Series 2014 (the
“Series 2014 Bonds”);
(vi) $8,830,000 principal amount of Sewerage System Revenue Bonds, Series 2016 (the
“Series 2016 Bonds”); and
(vii) $5,125,000 principal amount of Sewerage System Refunding Revenue Bonds, Series
2020 (the “Series 2020 Bonds”).
The Series 2005A Bonds, the Series 2005B Bonds, the Series 2008 Bonds, the Series 2012 Bonds, the
Series 2014 Bonds, the Series 2016 Bonds and the Series 2020 Bonds are collectively referred to herein as the
“Previously Issued Parity Bonds.” The Bonds will be issued on a parity with the Previously Issued Parity
Bonds with respect to the Net Revenues of the System.
The City has the right under the Bond Ordinance to issue additional bonds on a parity with the Bonds
and the Previously Issued Parity Bonds payable from a pledge of the Net Revenues of the System, but only in
* Preliminary, subject to change.
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accordance with and subject to the terms and conditions set forth in the Bond Ordinance. The Previously Issued
Parity Bonds and any additional System Revenue Bonds or other obligations hereafter issued or incurred
pursuant to the Bond Ordinance and standing on a parity and equality with the Bonds with respect to the payment
of principal and interest from the Net Revenues of the System are collectively referred to as the “Parity Bonds.”
The Bonds will not be or constitute a general obligation of the City, nor will they constitute an indebtedness of
the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction, and the
taxing power of the City is not pledged to the payment of the Bonds either as to principal or interest. See the
caption “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.
Financial Statements
Audited financial statements of the City as of and for the fiscal year ended October 31, 2022, are
included in the City’s 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.
Bondowners’ Risk
Payment of the principal of and interest on the Bonds and the City’s Previously Issued Parity Bonds is
dependent on the City generating sufficient Net Revenues from the operation of the System. Certain risks
inherent in the production of such Net Revenues are discussed in this Official Statement. See the caption
“BONDOWNERS’ RISKS” herein.
The ordinances previously approved by the City under which the City’s Previously Issued Parity Bonds
were authorized (the “Previously Issued Parity Ordinances”) require the City to comply with certain
covenants, including a rate covenant requiring the City to charge rates for the System sufficient to produce in
each fiscal year Net Revenues of the System equal to at least 110% of the debt service requirements (the “Debt
Service Requirements”) due on the all of the City’s System Revenue Bonds secured and payable from a pledge
of Net Revenues of the System (the “Rate Covenant”). During the fiscal years ended October 31, 2019 and
October 31, 2020, the City incurred a significant increase in System operating expenses (excluding depreciation,
the System operating expenses increased by approximately $1,275,698 during fiscal year ended October 31,
2019 ($6,812,546 total operating expenses) and increased by approximately $1,740,021 during fiscal year ended
October 31, 2020 ($7,276,869 total operating expenses), compared to System operating expenses in fiscal year
ended October 31, 2018 ($5,536,848 total operating expenses)) because the City had to repair and replace certain
System infrastructure that was damaged by flooding that occurred in the City and surrounding central Missouri
region in the Summer of 2019.
As a result of the increased operating expenses incurred during the fiscal year ended October 31, 2019
and October 31, 2020, the Net Revenues of the System were only equal to (a) approximately 96% of the Debt
Service Requirements to be paid by the City during the fiscal year ended October 31, 2019 and (b) approximately
99% of Debt Service Requirements to be paid by the City during fiscal year ended October 31, 2020), which fell
below the 110% Rate Covenant requirement set forth in the City’s Previously Issued Parity Ordinances.
However, during fiscal year ended October 31, 2021 and fiscal year ended October 31, 2022, the Net Revenues
of the System exceeded the 100% Rate Covenant Requirement set forth in the City’s Previously Issued Parity
Ordinances and were equal to approximately 126% of the Debt Service Requirements to be paid by the City
during the fiscal year ended October 31, 2021, and approximately 123% of the Debt Service Requirements to be
paid by the City during the fiscal year ended October 31, 2022. See also the table under the caption “THE
SYSTEM - Historical Debt Service Coverage” in this Official Statement and the caption “BONDOWNERS’
RISK - Failure to Comply with Rate Covenant in Fiscal Years Ended October 31, 2019 and October 31,
2020” in this Official Statement.
The Previously Issued Parity Bond Ordinances authorizing the City’s Series 2020 Bonds, Series 2016
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Bonds and the Series 2014 Bonds require the City to employ a Consultant (as defined in Appendix C) to make
recommendations with respect to System rates and charges if the Net Revenues generated from the operation of
the System fall below the 110% Rate Covenant requirement for two consecutive fiscal years. On April 6, 2020,
the City engaged Raftelis Financial Consultants, Inc. (“Raftelis”), to conduct a comprehensive rate study for the
City’s System. Raftelis completed the rate study on [___________] and the City first implemented increased
System rates and charges on June 1, 2021, based upon the conclusions and recommendations of the Raftelis rate
study in order to ensure that the System generates sufficient Net Revenues to meet the 110% Rate Covenant
requirement in future fiscal years (which the City did exceed in fiscal years ended October 31, 2021 and October
31, 2022). See also the caption “BONDOWNERS’ RISK - Failure to Comply with Rate Covenant in Fiscal
Years Ended October 31, 2019 and October 31, 2022” in this Official Statement.
Summary of the Bond Ordinance
A summary of the Bond Ordinance, including definitions of certain words and terms used in this Official
Statement and in the Bond Ordinance, is included in Appendix C to this Official Statement. Such summary and
definitions do not purport to be comprehensive or definitive. 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 Sandler & Co., 11635 Rosewood
Street, Leawood, KS 66211, (913) 345-3373, or will be provided to any prospective purchaser requesting the
same, upon payment by such prospective purchaser of the cost of complying with such request. 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
events relating to the Bonds 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 events
in compliance with the Rule. For further details, see the caption “CONTINUING DISCLOSURE” herein and
Appendix D - “Form of Continuing Disclosure Undertaking” to this Official Statement.
Bond Rating
The City has received the rating set forth on the cover page of this Official Statement from S&P Global
Ratings, a division of Standard & Poor’s Financial Services LLC (“S&P”), on the Bonds. See the caption
“RATING” herein.
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PLAN OF FINANCING
Authorization and Purpose of the Bonds
The Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the
State of Missouri, including particularly Article VI, Section 27 of the Missouri Constitution, as amended,
Chapter 250 of the Revised Statutes of Missouri, as amended, Section 108.170 of the Revised Statutes of
Missouri, as amended, the sewerage system revenue bond question approved by the voters of the City at the
2022 Election and the Bond Ordinance.
At the 2022 Election, the qualified voters of the City voting on the sewerage system revenue bond
question approved by 84.73% (4,202 voting “yes” to 757 voting “no”) the question authorizing the City to issue
sewerage system revenue bonds in the amount of $44,000,000 for the purpose of paying costs of extending and
improving the System. The Bonds in the principal amount of $4,000,000* will constitute the first installment of
the total $44,000,000 of sewerage system revenue bonds approved at the 2022 Election. After the issuance of
the Bonds, the City will have the authority to issue the remaining $40,000,000* of sewerage system revenue
bonds authorized by the voters at the 2022 Election. Currently, the City anticipates it will issue the remaining
$40,000,000* of said sewerage system revenue bonds over the next 10 years.
The Bonds are being issued to (1) pay costs of extending and improving the System and (2) pay costs
of issuing the Bonds.
The Project
The Bonds are being issued for the purpose of paying costs of extending and improving the System as
authorized by voters at the 2022 Election. Specifically, the improvements to be financed with proceeds of the
Bonds include [______________] (collectively, the “Project”). The total estimated costs of the Project to be
financed by the Bonds is $[__________]. The City will deposit a portion of the proceeds of the Bonds in the
Project Fund established under the Bond Ordinance and will use such proceeds to pay the costs of the Project.
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 $4,000,000.00*
Original issue premium
Total
Uses of Funds:
Deposit to Project Fund
Costs of issuance, including Underwriter’s Discount
Total
* Preliminary, subject to change.
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THE BONDS
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 $4,000,000 *. The Bonds are dated as
of the date of original delivery of and payment for such Bonds and the principal is payable on July 1 in the years
and in the principal amounts set forth on the inside cover page of this Official Statement, 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 January 1 and July 1 (each an “Interest Payment Date”), beginning January 1, 2024.
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,
draft or electronic transfer 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 July 1,
[20__], and thereafter will be subject to redemption and payment prior to maturity on July 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.
* Preliminary, subject to change.
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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.
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 provided in the Bond Ordinance or any
defect therein shall not invalidate any redemption.
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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.
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
Special Limited Obligations
The Bonds are special obligations of the City payable from and secured as to the payment of principal
and interest by a pledge of the Net Revenues derived by the City from the operation of the System.
The Bonds will not be or constitute a general obligation of the City, nor will they constitute an
indebtedness of the City within the meaning of any constitutional, statutory or charter provision,
limitation or restriction, and the taxing power of the City is not pledged to the payment of the Bonds either
as to principal or interest.
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The Bond Ordinance
Pledge of Revenues. The Bonds shall be special obligations of the City payable from, and secured as
to the payment of principal and interest by a pledge of the Net Revenues derived from the operation of the
System, and the City pledges said Net Revenues to the payment of the principal of and interest on the Bonds.
The Bonds shall not be or constitute a general obligation of the City, nor shall they constitute an indebtedness of
the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction, and the
taxing power of the City is not pledged to the payment of the Bonds, either as to principal or interest.
The covenants and agreements of the City contained in 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 pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate
of interest, date of maturity and right of prior redemption as provided in the Bond Ordinance. The Bonds will
stand on a parity and be equally and ratably secured with respect to the payment of principal and interest from the
Net Revenues and in all other respects with the Previously Issued Parity Bonds and with any Parity Bonds issued
in the future. The Bonds will not have any priority with respect to the payment of principal or interest from the Net
Revenues or otherwise over the Parity Bonds and the Parity Bonds will not have any priority with respect to the
payment of principal or interest from the Net Revenues or otherwise over the Bonds.
Depreciation and Replacement Account. A Depreciation and Replacement Account has been
established for the System and certain deposits are required to be made into the Depreciation and Replacement
Account under the ordinances authorizing the Previously Issued Parity Bonds. So long as the amount in the
Depreciation and Replacement Account aggregates $500,000, no further deposits will be required in the
Depreciation and Replacement Account. But if the City shall ever be required to expend and use a part of the
moneys in the Depreciation and Replacement Account for its authorized purposes and such expenditure shall
reduce the amount of the Depreciation and Replacement Account below $500,000, then the City shall beginning
November 1 of the fiscal year immediately following the fiscal year in which the Depreciation and Replacement
Account fell below $500,000, and on each November 1 thereafter, deposit the sum of $120,000 each year until the
Depreciation and Replacement Account aggregates $500,000. The amounts required to be deposited in the
Depreciation and Replacement Account by the Bond Ordinance shall include those amounts required to be
deposited by the Previously Issued Parity Bonds. Except as provided in the Bond Ordinance, moneys in the
Depreciation and Replacement Account shall be expended and used by the City, if no other funds are available
therefor, solely for the purpose of making emergency replacements and repairs in and to the System as may be
necessary to keep the System in good repair and working order and to assure the continued effective and efficient
operation thereof.
Rate Covenant. The City will fix, establish, maintain and collect such rates and charges for the use and
services furnished by or through the System as will produce Revenues sufficient to (a) pay the Expenses of the
System; (b) pay the principal of and interest on the Bonds as and when the same become due; and (c) provide
reasonable and adequate reserves for the payment of the Bonds and the interest thereon and for the protection
and benefit of the System as provided in the Bond Ordinance. The City further covenants and agrees that such
rates and charges will be sufficient to enable the City to have in each fiscal year Net Revenues not less than
110% of the Debt Service Requirements for such fiscal year. The City will require the prompt payment of
accounts for service rendered by or through the System and will promptly take whatever action is legally
permissible to enforce and collect delinquent charges. The City will, from time to time as often as necessary, in
accordance with and subject to applicable legal requirements, revise the rates and charges aforesaid in such
manner as may be necessary or proper so that the Net Revenues will be sufficient to cover the obligations of the
City under the provisions of the Bond Ordinance. If for any two consecutive fiscal years Net Revenues shall be
an amount less than as hereinbefore provided, the City will immediately employ a Consultant to make
recommendations with respect to such rates and charges. A copy of the Consultant’s report and
recommendations shall be filed with the City Clerk and with the Underwriter of the Bonds and shall be furnished
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to any Registered Owner of the Bonds requesting a copy of the same, at the cost of such Registered Owner. The
City shall, to the extent feasible, follow the recommendations of the Consultant.
Parity Obligations. The City has the right under the Bond Ordinance to issue additional bonds on a
parity with the Bonds and the Previously Issued Parity Bonds payable from the same sources and secured by the
same revenues as the Bonds, but only in accordance with and subject to the terms and conditions set forth in the
Bond Ordinance, which conditions include meeting either of the following requirements (such capitalized terms
used below having the definitions set forth in Appendix C):
(1) The average annual Net Revenues as set forth in the two most recent annual audits for
the two fiscal years immediately preceding the issuance of additional bonds, as determined by an
Accountant or a Consultant, shall have been equal to at least 110% of the Average Annual Debt Service
for all System Revenue Bonds of the City, including the additional bonds proposed to be issued. In
determining the average annual Net Revenues for the two preceding fiscal years for the purpose of this
subsection, the City may obtain an Accountant or a Consultant to adjust said Net Revenues for the two
preceding fiscal years by adding thereto, in the event the City shall have made any increase in rates for
the use and services of the System and such increase shall not have been in effect during all of the two
fiscal years for which annual audits are available immediately preceding the issuance of additional
bonds, the amount, as estimated by the Accountant or Consultant, of the additional Net Revenues which
would have resulted from the operation of the System during said two preceding fiscal years had such
rate increase been in effect for the entire period; or
(2) The projected average annual Net Revenues for the two fiscal years immediately
following the fiscal year in which the improvements to the System, the cost of which is being financed
by such additional bonds, are to be placed in commercial operation, as determined by an Accountant or
a Consultant, shall be equal to at least 110% of the average of the Debt Service Requirements in all
fiscal years succeeding said fiscal year in which such improvements are expected to be placed in
commercial operation. In determining the projected average annual Net Revenues for the purpose of
this subsection, the Accountant or Consultant may adjust said projections by adding thereto any
estimated increase in Net Revenues resulting from any increase or increases in rates for the use and
services of the System duly made by the City which shall be in effect for the period of such projections
and which, in the opinion of the Accountant or Consultant, are economically feasible and reasonably
considered necessary based on projected operations of the System.
Further provisions of the Bond Ordinance are set forth in “SUMMARY OF THE BOND
ORDINANCE” in Appendix C to this Official Statement.
THE SYSTEM
Description of the System
The System includes [34] pumping stations, [440] miles of sanitary sewer lines, an [11] million gallons
per day (“mgd”) treatment facility and a [0.8] mgd treatment facility. The City has been served by a sewer
system since pre-1895. Treatment was provided in the late 1960’s when major interceptors and pumping stations
were constructed to collect sanitary wastes and convey them to a central plant for treatment.
The facilities were expanded and upgraded to secondary treatment in 1979. The City acquired a major
network of sewer mains from Cole County, Missouri, in the early 1990’s which serves an area of approximately
11 square miles outside the City. The state agency governing such systems, the Department of Natural
Resources, has designated the City as a regional sewer authority. The City of Holts Summit, Missouri, contracts
with the City for sewerage treatment and the City of St. Martins, Missouri, contracts with the City for sewerage
treatment and maintenance.
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The City owns a sequencing batch reactor plant with a design capacity of [11] mgd in normal weather
to a peak rate of 60 mgd, and a central pump station with the capacity to pump [60] mgd.
The System is operated by the Wastewater Division within the Department of Public Works who reports
to the City Administrator. The elected City Council sets policy for the Wastewater Division by ordinance.
Currently, the Wastewater Division has a total of [33] employees.
Historical Debt Service Coverage
The following table shows historical debt service coverage for all obligations of the System prepared
from audits of the City and the System for the last four fiscal years:
Fiscal Years Ended October 31
2019 2020 2021 2022
Operating Revenue $11,588,856 $11,482,636 $11,600,392 $12,005,654
Non-Operating Revenue 869,551 714,598 171,510 204,216
Capital Contributions(1) 183,576 1,095,991 412,011 375,786
Total Revenue $12,641,983 $13,293,225 $12,183,913 $12,585,656
Operating Expenses(2) $6,812,546 $7,276,869 $5,322,039 $5,826,755
Total Expenses $6,812,546(3) $7,276,869(3) $5,322,039 $5,826,755
Net Revenue Available for Debt Service $5,829,437 $6,016,356 $6,861,874 $6,758,901
Debt Service $6,068,595 $6,039,358 $5,447,692 $5,501,179
Debt Service Coverage 0.96x(4) 1.00x(4) 1.26x 1.23x
______________
(1) Capital contributions include federal grant moneys and customer contributions in the form of sewer capital
recovery moneys received during fiscal years ended October 31, 2019 through October 31, 2022.
(2) Excludes depreciation and amortization expenses.
(3) Operating expenses increased during fiscal year ended October 31, 2020, due to numerous repairs to System
infrastructure damaged by flooding in the Summer of 2019.
(4) The City’s Debt Service Coverage requirement for fiscal years ended October 31, 2020, fell below the required
110% Rate Covenant requirement set forth in the City’s Previously Issued Parity Ordinances as further discussed
under the caption “BONDOWNERS’ RISK - Failure to Comply with Rate Covenant in Fiscal Years Ended
October 31, 2019 and October 31, 2020” herein.
Additional System Information
For additional information about the System, see Appendix A to this Official Statement.
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BONDOWNERS’ RISKS
The following is a discussion of certain risks that could affect payments to be made by the City with
respect to the Bonds. Such discussion is not, and is not intended to be, exhaustive and should not be considered
as a complete description of all risks that could affect such payments. Prospective purchasers of the Bonds
should analyze carefully all the information contained in this Official Statement, including the Appendices
hereto, and additional information in the form of the complete documents summarized herein and in the
Appendices hereto, copies of which are available as described herein.
General
The Bonds are special obligations of the City and are payable solely out of Net Revenues derived from
the operation of the System. The Bonds do not constitute a general obligation of the City and do not constitute
an indebtedness of the City within the meaning of any constitutional, charter or statutory provision, limitation or
restriction. The Bonds are not payable by and have no recourse to the power of taxation. The Bondowners have
no lien on or security interest in any of the physical assets of the City, including the System.
Although the City has agreed in the Bond Ordinance and is required by law to charge rates sufficient to
pay, among other things, the principal of and interest on the Bonds (see “Summary of the Bond Ordinance –
Rate Covenant” in Appendix C), there is no assurance that, because of adverse economic conditions,
unexpected repairs, replacements or improvements to the System or other unanticipated circumstances, the City
will be successful in collecting sufficient revenues to pay debt service on the Bonds on a timely basis.
Failure to Comply with Rate Covenant in Fiscal Years Ended October 31, 2019 and October 31, 2020
During the fiscal years ended October 31, 2019 and October 31, 2020 , the City incurred a significant
increase in System operating expenses (excluding depreciation, the System operating expenses increased by
approximately $1,275,698 during fiscal year ended October 31, 2019 ($6,812,546 total operating expenses) and
increased by approximately $1,740,021 during fiscal year ended October 31, 2020 ($7,276,869 total operating
expenses), compared to System operating expenses in fiscal year ended October 31, 2018 ($5,536,848 total
operating expenses)) because the City had to repair and replace certain System infrastructure that was damaged
by flooding that occurred in the City and surrounding central Missouri region in the Summer of 2019.
As a result of the increased operating expenses incurred during the fiscal year ended October 31, 2019
and October 31, 2020, the Net Revenues of the System were only equal to (a) approximately 96% of the Debt
Service Requirements to be paid by the City during the fiscal year ended October 31, 2019 and (b) approximately
99% of Debt Service Requirements to be paid by the City during fiscal year ended October 31, 2020), which fell
below the 110% Rate Covenant requirement set forth in the City’s Previously Issued Parity Ordinances.
However, during fiscal year ended October 31, 2021 and fiscal year ended October 31, 2022, the Net Revenues
of the System exceeded the 100% Rate Covenant Requirement set forth in the City’s Previously Issued Parity
Ordinances and were equal to approximately 126% of the Debt Service Requirements to be paid by the City
during the fiscal year ended October 31, 2021, and approximately 123% of the Debt Service Requirements to be
paid by the City during the fiscal year ended October 31, 2022. See also the table under the caption “THE
SYSTEM - Historical Debt Service Coverage” in this Official Statement.
The Previously Issued Parity Bond Ordinances authorizing the City’s Series 2020 Bonds, Series 2016
Bonds and the Series 2014 Bonds require the City to employ a Consultant to make recommendations with respect
to System rates and charges if the Net Revenues generated from the operation of the System fall below the 110%
Rate Covenant requirement for two consecutive fiscal years. On April 6, 2020, the City engaged Raftelis to
conduct a comprehensive rate study for the City’s System. Raftelis completed the rate study on [___________]
and the City first implemented increased System rates and charges on June 1, 2021, based upon the conclusions
and recommendations of the Raftelis rate study in order to ensure that the System generates sufficient Net
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Revenues to meet the 110% Rate Covenant requirement in future fiscal years (which the City did exceed in fiscal
years ended October 31, 2021 and October 31, 2022).
Limited Obligations
The Bonds are limited obligations of the City and are payable solely from and secured by a pledge of
the Net Revenues of the System. The City’s actual collection of these revenues is dependent upon, among other
things, future changes in economic and other conditions that are unpredictable and cannot be determined at this
time. The Bonds are not general obligations of the City and do not constitute indebtedness of the City within
the meaning of any constitutional, statutory, or charter provision, limitation, or restriction.
THE BONDS ARE NOT PAYABLE BY AND HAVE NO RECOURSE TO THE CITY’S POWERS
OF TAXATION, AND THE BONDOWNERS HAVE NO LIEN ON OR SECURITY INTEREST IN ANY OF
THE PHYSICAL ASSETS OF THE SYSTEM OR THE CITY.
Additional Bonds
Under the Bond Ordinance, the City may issue additional bonds in certain circumstances. Any
additional bonds may be secured on a parity basis with the Bonds if certain tests are met, or may be junior and
subordinate to the Bonds. The issuance of such additional System Revenue Bonds may have a dilutive effect on
the debt service coverage ratio for the Owners of the Bonds. See the discussion of additional System Revenue
Bonds and the conditions on which they may be issued under the sections captioned “Parity Bonds” and
“Junior Lien Bonds” in Appendix C attached to this Official Statement.
After the issuance of the Bonds, the City will have $40,000,000* in remaining voter authorized sewerage
system revenue bonds from the 2022 Election that could be issued to finance remaining costs of extending and
improving the System. Currently, the City expects to issue the remaining $40,000,000* of voter authorized
general obligation bonds from the 2022 Election over the next [10] years.
No Mortgage on the System
Payment of the principal of and interest on the Bonds is not secured by any deed of trust, mortgage, or
other lien on any real or personal property. The Bonds are payable solely from Net Revenues derived from the
City’s operation of the System.
Risk of IRS Audit
The Internal Revenue Service has established an ongoing program to audit tax-exempt obligations to
determine the legitimacy of the tax status of such obligations. No assurance can be given that the Internal
Revenue Service will not commence an audit of the Bonds. Bondowners are advised that, if an audit of the
Bonds were commenced, in accordance with its current published procedures, the Internal Revenue Service is
likely to treat the City as the taxpayer, and the Bondowners 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.
Taxability
The Bonds are not subject to prepayment nor is the interest rate subject to adjustment in the event of a
determination by the Internal Revenue Service or a court of competent jurisdiction that the interest paid or to be
paid on any Bonds is or was includible in the gross income of the Owners of the Bonds for federal income tax
purposes. It may be that Owners of the Bonds would continue to hold their Bonds, receiving principal and
interest as and when due, but would be required to include such interest payments in gross income for federal
income tax purposes.
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Investment Rating and Secondary Market
The lowering or withdrawal of the investment rating initially assigned to the Bonds could adversely affect
the market price for and the marketability of the Bonds. There is no assurance that a secondary market will develop
for the purchase and sale of the Bonds. 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 operating
performance of the entities operating the facilities subject to the municipal securities. From time to time the
secondary market trading in selected issues of municipal securities will fluctuate as a result of the financial
condition or market position of the underwriter, prevailing market conditions, or a material adverse change in the
operations of that entity, whether or not the subject securities are in default as to principal and interest payments,
and other factors which may give rise to uncertainty concerning prudent secondary market practices. Municipal
securities are generally viewed as long-term investments, subject to material unforeseen changes in the investor’s
circumstances, and may require commitment of the investor’s funds for an indefinite period of time, perhaps until
maturity.
Loss of Premium from Prepayment
Any person who purchases a Bond at a price in excess of its principal amount or who holds such Bond
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 herein in the event such Bonds are redeemed prior to maturity. See
the section captioned “THE BONDS – Redemption Provisions” herein.
Defeasance Risks
When all of the Bonds are deemed paid as provided in the Bond Ordinance, the requirements contained
in the Bond Ordinance and all other rights granted to Bondowners thereby shall terminate. 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 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 Defeasance Obligations which,
together with the interest to be earned on any such Defeasance Obligations, will be sufficient for the payment of
the principal of said Bonds and interest accrued to the stated maturity or Redemption Date, or if default in such
payment has occurred on such date, then to the date of the tender of such payments; provided, however, that if
any such Bonds are to be redeemed prior to their stated maturity, (1) the City has 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
give such notice of redemption in compliance with the Bond Ordinance. Defeasance Obligations include, in
addition to cash and obligations pre-refunded with cash, bonds, notes, certificates of indebtedness, treasury bills
and 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.
Historically, such United States obligations have been rated in the highest rating category by the rating agencies.
There is no legal requirement in the Bond Ordinance that Defeasance Obligations consisting of such United
States obligations be or remain 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.
Enforcement of Remedies
The enforcement of the remedies under the Bond Ordinance may be limited or restricted by federal or
state laws or by the application of judicial discretion, and may be delayed in the event of litigation to enforce the
remedies. State laws concerning the use of assets of political subdivisions and federal and state laws relating to
bankruptcy, fraudulent conveyances, and rights of creditors may affect the enforcement of remedies. Similarly,
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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 delivery 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.
No Bond Reserve Fund
The City has not established a reserve account to secure the payment of the principal of and interest on
the Bonds. There is no assurance that the net revenues of the System will be sufficient or that the City will have
other funds available for the timely payment of the principal of and interest on the Bonds. The Debt Service
Reserve Accounts established in connection with the Previously Issued Parity Bonds secure only those bonds.
Factors Affecting the Operations of the System
One or more of the following factors or events, or the occurrence of other unanticipated factors or events, could
adversely affect the System’s operations and financial performance to an extent that cannot be determined at this
time:
1. Changes in Management. Changes in key management personnel could affect the capability
of the management of the System.
2. Future Economic Conditions. Increased unemployment or other adverse economic conditions
or changes in demographics in the service area of the City; cost and availability of energy; an inability to control
expenses in periods of inflation and difficulties in increasing charges could affect the System’s operation and
financial performance.
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.
4. Environmental Regulation. Sewer utilities are both subject to continuing environmental
regulation. Federal, state and local standards and procedures which regulate the environmental impact of water
and sewer utilities are subject to change. These changes may arise from continuing legislative, regulatory and
judicial action regarding such standards and procedures. Consequently, there is no assurance that facilities in
operation will remain subject to the regulations currently in effect, will always be in compliance with further
regulations or will always be able to obtain all required operating permits. An inability to comply with
environmental standards could result in reduced operating levels or the complete shutdown of facilities not in
compliance. Legislative, regulatory, administrative or enforcement action involving environmental controls
could adversely affect the operation of the facilities of the System. For example, if property of the System is
determined to be contaminated by hazardous materials, the City could be liable for significant clean-up costs
even if it were not responsible for the contamination.
5. Natural Disasters. The occurrence of natural disasters, such as floods or droughts, could
damage the facilities of the System, affect water supply, interrupt services or otherwise impair operations and
the ability of the System to produce revenues.
6. Miscellaneous Factors. Sewer utilities in general have experienced, or may in the future
experience, problems including (a) the effects of inflation upon the costs of operation of facilities, (b)
uncertainties in predicting future demand requirements, (c) increased financing requirements coupled with the
increased cost and uncertain availability of capital, and (d) compliance with rapidly changing environmental
regulations and requirements.
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Potential Impact of Pandemics
The City’s finances, including the System, may be materially adversely affected by unforeseen impacts
of future epidemics and pandemics, such as the Coronavirus (COVID-19) pandemic. The City cannot predict
the occurrence of or the future impacts of epidemics or pandemics, any similar outbreaks, or their impact on
travel, on assemblies or gatherings, on the local, State, national or global economy, or on securities markets, or
whether any such disruptions may have a material adverse impact on the financial condition or operations of the
City and the System, including but not limited to the payment of debt service on any of its outstanding debt
obligations.
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 imposition and collection of rates and charges to pay the principal and interest thereof, or
which might affect the City’s ability to meet its obligations to pay 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, as disclosure counsel to the City.
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.
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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.
Bank Qualification. The Bonds are “qualified tax-exempt obligations” within the meaning 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 and State of
Missouri 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 heading “TAX MATTERS.”
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 stated redemption price at maturity of a
Bond is the sum of all payments on the Bond other than “qualified stated interest” (i.e., interest unconditionally
payable at least annually at a single fixed rate). 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
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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 stated redemption price at maturity of a Bond is the
sum of all payments on the Bond other than “qualified stated interest” (i.e., interest unconditionally payable at
least annually at a single fixed rate). 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 actually or constructively 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.
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, certain applicable corporations subject to the corporate alternative minimum tax,
financial 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.
Bond Counsel notes that for tax years beginning after December 31, 2022, the interest on the Bonds
may be included in adjusted financial statement income of applicable corporations for purposes of determining
the applicability and amount of the federal corporate alternative minimum tax.
RATING
S&P has assigned the Bonds the rating of “[___]”, as set forth on the cover page of this official
statement. The rating reflects only the view of S&P at the time such rating is given, and the Underwriter and the
City make no representation as to the appropriateness of such rating. An explanation of the significance of such
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rating may be obtained only from S&P. 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 rating on the information and materials so furnished and on investigations, studies and
assumptions made by the rating agencies. The above rating is not a recommendation to buy, sell or hold the
Bonds. 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. Except as described in the City’s Continuing Disclosure Undertaking, neither
the Underwriter nor the City have 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. See “Appendix D - FORM OF CONTINUING DISCLOSURE UNDERTAKING” attached
to this Official Statement. 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 ending October 31, 2023, (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 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 currently has a five-year engagement (scheduled to expire in 2024) with Gilmore & Bell, P.C.,
under which 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.
MISCELLANEOUS
Financial Advisor
Piper Sandler & 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.
Certain Relationships
Gilmore & Bell, P.C., as Bond Counsel to the City, has represented the Financial Advisor and the Paying
Agent in transactions unrelated to the issuance of the Bonds, but is not representing either the Financial Advisor
or the Paying Agent in connection with the issuance of the Bonds.
Underwriting
Based upon bids received by the City on August 21, 2023, the Bonds were awarded to
[_____________________] (the “Underwriter”). The Bonds are being purchased for reoffering by the
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Underwriter. The Underwriter has agreed to purchase the Bonds from the City at a price equal to $______________
(representing the par amount of the Bonds less an underwriters’ discount of $___________ and plus [net] original
issue premium 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.
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 councilmembers, 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.
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CITY OF JEFFERSON, MISSOURI
By:
Mayor
DRAFTAPPENDIX A
CITY OF JEFFERSON, MISSOURI
DRAFT
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 and Utilities ....................................................................................................................... 2
Transportation and Communication Facilities ........................................................................................ 2
Medical and Health Facilities .................................................................................................................. 2
Educational Institutions and Facilities .................................................................................................... 3
Employment ............................................................................................................................................ 3
Housing ................................................................................................................................................... 4
General Demographic Statistics .............................................................................................................. 4
Tornado and Flooding in Summer 2019.................................................................................................. 4
HISTORY AND OPERATION OF THE SYSTEM ......................................................................................... 5
Description of the System ....................................................................................................................... 5
Utility Rates ............................................................................................................................................ 7
Customers ................................................................................................................................................ 7
FINANCIAL INFORMATION CONCERNING THE SYSTEM .................................................................. 8
Accounting, Budgeting and Auditing Procedures ................................................................................... 8
Financial Statements ............................................................................................................................... 8
Long-Term Sewerage System Revenue Bond Obligations ..................................................................... 8
Historical Debt Service Coverage ........................................................................................................... 9
Debt Service Schedule .......................................................................................................................... 11
Summary of Operations for Sewer Fund ................................................................................................ 12
Balance Sheet for Sewer Fund ............................................................................................................... 13
DEBT INFORMATION OF THE CITY ........................................................................................................ 14
Long-Term General Obligation Indebtedness ....................................................................................... 14
Legal Debt Capacity .............................................................................................................................. 14
Series 2019 Special Obligation Bonds .................................................................................................. 15
Other Obligations of the City ................................................................................................................ 16
FINANCIAL INFORMATION ....................................................................................................................... 17
Accounting, Budgeting and Auditing Procedures ................................................................................. 17
Sources of Revenue ............................................................................................................................... 18
Financial Summary ............................................................................................................................... 19
Risk Management .................................................................................................................................. 20
Self-Funded Health Insurance ............................................................................................................... 20
Employee Retirement and Pension Plans .............................................................................................. 20
Other Post-Employment Benefits .......................................................................................................... 21
History of Property Valuations ............................................................................................................. 22
Property Tax Levies and Collections .................................................................................................... 22
Sales Tax Collections ............................................................................................................................ 23
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A-1
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 2022 estimated population of 42,528 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 department 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:
First Current
Name Title Term Began Term Began Term Expires
Ron L. Fitzwater Mayor 2023 2023 2027
Jack Deeken Ward 1, Councilmember 2022 2022 2024
Jeff Ahlers Ward 1, Councilmember 2023 2023 2025
Mike Lester Ward 2, Councilmember 2020 2022 2024
Aaron Mealy Ward 2, Councilmember 2023 2023 2025
Erin L. Wiseman Ward 3, Councilmember 2016 2022 2024
Scott Spencer Ward 3, Councilmember 2023 2023 2025
Randy Wright Ward 4, Councilmember 2022 2022 2024
Derrick Spicer Ward 4, Councilmember 2023 2023 2025
Jon Hensley Ward 5, Councilmember 2018 2020 2024
Mark Schwartz Ward 5, Councilmember 2023 2023 2025
Several key members of the City management are listed below:
Matt Schofield, Interim City Administrator. Mr. Schofield is the Jefferson City Fire Chief and was
selected to be the City’s Interim City Administrator on June 5, 2023, taking over duties from City Attorney,
Ryan Moehlman, who was acting City Administrator after Steven Crowell stepped down from the position on
April 17, 2023. The City is casting a broad net nationwide looking for an appropriate candidate for the
position, which manages the City Departments including 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.
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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.
Shiela Pearre, Director of Finance. Ms. Pearre was selected to be the City’s Director of Finance and
Information Technology Services in March of 2022 and has worked for the City in various positions since
2009. Ms. Pearre serves as the fiscal officer of the City and supervises the finance division. Ms. Pearre’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. Pearre has a B.S. Degree in in Accounting from Southwest Missouri State
University and is a Certified Public Accountant.
Matt Morasch, Public Works Director. Mr. Morasch became Public Works Director for the City in
2013. He has a B.S. Degree in Civil Engineering from the University of Missouri and is a registered
professional engineer (PE) in the State of Missouri. Mr. Morasch supervises the divisions of engineering,
wastewater, parking, transit, airport, central maintenance, stormwater and streets.
Eric Seaman, PE, Wastewater Division Director. Mr. Seaman has been employed as the Waste Water
Division Director since September of 2004. Mr. Seaman has a B.S. Degree in Civil Engineering from the
University of Missouri-Rolla and is a registered professional engineer (PE) in the State of Missouri. Mr.
Seaman supervises the day-to-day operations required for the System.
City Services and Utilities
The City’s Police Department is comprised of police officers and 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 fire suppression personnel and 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. Wastewater and sewage treatment is provided by the System, which
is owned and operated by the City.
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. 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.
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. The Jefferson City Memorial
Airport sustained significant damage as a result of the flooding of the Missouri River in May and June of 2019
and was closed for approximately 51 days during that period. The Airport is currently operational; however,
the City is in the process of demolishing the Airport terminal, which was severely damaged, and plans to
construct a new terminal building.
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
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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, and the District had an approximate total enrollment of 9,049
students as of September 2022. The City also has several parochial elementary schools and 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
Major Employers. Listed below is the most recent list of major employers located in the City and the
approximate number employed by each:
Major Employers Type of Business
Approximate
Number of Employees
State of Missouri State government 15,356
Quaker Windows & Doors Manufacturing 1,669
Jefferson City School District Public education 1,557
Capital Region Medical Center Healthcare 1,495
Scholastic, Inc. School material distribution 1,366
Central Bancompany Banking services 1,286
Hitachi Energy Manufacturing 1,060
SSM Health - St. Mary’s Hospital Healthcare 982
City of Jefferson City government 708
Walmart Supercenter (2 locations) Retail 695
Jefferson City Medical Group Healthcare 629
______________________
Source: Jefferson City Chamber of Commerce – Regional Economic Partnership (June 2023).
Employment Data. The following table sets forth unofficial employment figures for the City:
Average for
Year
Total
Labor Force
Employed
Unemployed
Unemployment
Rate
2023(1) 20,985 20,508 477 2.3%
2022 20,483 20,047 436 2.1
2021 20,356 19,711 645 3.2
2020 20,340 19,326 1,014 5.0
2019 20,613 20,050 563 2.7
__________________
Source: MERIC (Missouri Economic Research and Information Center).
(1) Average for January 2023 through April 2023.
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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:
(2017-2021 Average Estimate)
Median Home Value
Jefferson City $168,300
Cole County 174,700
Callaway County 162,500
State of Missouri 171,800
_______________
Source: Missouri Census Data Center, American Community Survey, 5-year estimates (2017-2021).
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
2022(1) 42,528
2020 43,228
2010 43,079
2000 39,636
_________________
Source: U.S. Census Bureau.
(1) U.S. Census Bureau – QuickFacts – 2022 Population Estimates (as of July 1, 2022).
Income. The following table presents per capita personal income(1) and the estimated median
household income additional for the City, Cole County, Callaway County and the State of Missouri:
Cole Callaway State of
City County County Missouri
Per Capital Income (2017-2021 average) $31,249 $33,243 $28,460 $33,770
Median Household Income (2017-2021 average) 56,781 64,715 63,791 61,043
Source: Missouri Census Data Center, American Community Survey, 5-year estimates (2017-2021).
(1) 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).
Tornado and Flooding in Summer 2019
On May 22, 2019, a tornado struck in an approximate 3 square-mile area of the City causing damage
to various commercial and residential properties as well as properties and infrastructure owned and maintained
by the State of Missouri and the City. In May and June of 2019, severe storms and rainfall also resulted in
flooding of the Missouri River and various waterways throughout the central Missouri region, including
certain areas of the City.
The City applied for and received federal grants to offset a portion of the costs the City incurred as a
result of repairing and reconstructing property and infrastructure damaged by the tornado and flooding,
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including costs incurred for repairing System infrastructure. However, as a result of the increased System
operating expenses incurred during the fiscal years ended October 31, 2019 and October 31, 2020, the Net
Revenues of the System were only equal to approximately 96% and 100%, respectively, of the Debt Service
Requirements to be paid by the City during the fiscal years ended October 31, 2019 and October 31, 2020,
which fell below the 110% Rate Covenant requirement set forth in the City’s Previously Issued Parity
Ordinances. See the table under the caption “FINANCIAL INFORMATION CONCERNING THE
SYSTEM - Historical Debt Service Coverage” in this Appendix A and the discussion under the caption
“BONDOWNERS’ RISK - Failure to Comply with Rate Covenant in Fiscal Years Ended October 31,
2019 and October 31, 2020” in this Official Statement.
HISTORY AND OPERATION OF THE SYSTEM
Description of the System [**TO BE UPDATED**]
The City’s System includes [34] pumping stations, [440] miles of sanitary sewer lines, an [11 ]million
gallons per day (“mgd”) treatment facility and a [0.8] mgd treatment facility. This capacity will serve the
needs of the City for the next 20-25 years. The City has been served by a sewer system since pre-1895.
Treatment was provided in the late sixties when major interceptors and pumping stations were constructed to
collect sanitary wastes and convey them to a central plant for treatment.
The City acquired a major network of sewer mains from the County in the early 1990’s which serves
an area of approximately [11] square miles outside the City. The state agency governing such systems, the
Department of Natural Resources, has designated the City as a regional sewer authority. The community of
Holts Summit contracts with the City for treatment and the community of St. Martins contracts with the City
for treatment and maintenance.
The System is operated by the Wastewater Division within the Department of Public Works who
reports to the City Administrator. The elected City Council sets policy for the Wastewater Division by
ordinance. The Wastewater Division currently has [33] employees.
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Utility Rates
On June 7, 2021, the City Council of the City passed Ordinance No. 16138 (the “Sewer Rate
Ordinance”), which amended Chapter 29 of the City’s Code, to increase the annual rates for sewer services the
City will charge all residential, commercial, industrial and governmental customers of the System, beginning with
the annual rate for sewer services that went into effect on June 1, 2021, which rates will increase by five percent
(5%) each following June 1st through June, 1, 2027. The table below reflects the rates the City currently charges
customers for sewer services during the current annual period (June 1, 2023 through May 30, 2024), and the rates
the City will charge customers for sewer services during future annual periods (ending with the period June 1,
2027 through May 30, 2028) pursuant to the Sewer Rate Ordinance:
Effective Date
Fixed Minimum Charge
Per Month
Volume Charge
Per 100 Cubic Feet
June 1, 2023 $12.74 $3.85
June 1, 2024 13.38 4.05
June 1, 2025 14.05 4.26
June 1, 2026 14.76 4.48
June 1, 2027 15.50 4.71
Source: City.
On December 6, 2021, the City Council of the City passed Ordinance No. 16195 (the “Sewer
Surcharge Ordinance”), which amended Chapter 29 of the City’s Code, to increase the annual surcharge rate
the City charges for any wastewater discharged into the City System which contains certain levels of suspended
solids or biochemical oxygen demand (“BOD”) beginning with the annual surcharge rate that went into effect on
June 1, 2022, which will increase by five percent (5%) each following June 1st through June, 1, 2027. The table
below reflects the surcharge rates the City has implemented for the current annual period (June 1, 2023 through
May 30, 2024), and the surcharge rates the City will implement during future annual periods (ending with the
period June 1, 2027 through May 30, 2028) pursuant to the Sewer Surcharge Ordinance:
Effective Date
BOD
Surcharge Rate Per Pound
Suspended Solids
Surcharge Rate Per Pound
June 1, 2023 $0.115 $0.199
June 1, 2024 0.121 0.209
June 1, 2025 0.128 0.220
June 1, 2026 0.135 0.231
June 1, 2027 0.142 0.243
Source: City.
All customers of the System located outside the corporate limits of the City are required to pay an
additional charge for use of that part of the System that serves their respective area, which is triple the fixed rate.
The City also provides wastewater treatment and services to the City of St. Martins, Missouri, pursuant to an
Intermunicipal Agreement dated January 1, 2015 (the “St. Martins Agreement”), which is scheduled to
terminate on January 1, 2040, and may continue on a month-to-month basis after that date. Under the St. Martins
Agreement, the City provides wastewater treatment and service to any customer of the City of St. Martins (“St.
Martins Customer”) that has properly connected to the existing interconnection between the City’s System and
the City of St. Martins sewerage system. In exchange, each St. Martins Customer is required to pay double the
fixed minimum charge per month (i.e. $[25.48] based upon the current fixed minimum charge of $12.74) plus the
City’s standard volume charge per 100 cubic feet (currently, $3.85 per 100 cubic feet).
The City also provides wastewater treatment to the City of Holts Summit, Missouri, pursuant to an
Intermunicipal Agreement dated May 23, 1996 (the “Holts Summit Agreement”), which was most recently
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amended in May 2016 to extend the term of the Holts Summit Agreement through December 31, 2051, with an
additional option to extend the term of the Holts Summit Agreement from January 1, 2051 through December 31,
2055.
Under the Holts Summit Agreement, the City provides treatment for wastewater produced by the City of
Holts Summit that is sent to the City via sewer line infrastructure that connects the City of Holts Summit
sewerage system to the City’s System. In exchange, the City of Holts Summit pays the City (on or before the
24th day of May each year) the following fixed amounts, with additional charges assessed in the event the City of
Holts Summit exceeds the maximum daily flow limit:
Years
(May) Payment Amount
Allowable Flow
(Avg. Daily Flow)
Maximum Daily
Flow
(Gal. Per Day)
Excess Flow Charge
per
1,000 Gal.
2022-2026 268,000 550,000 2,200,000 71% of volume charge
2027-2031 335,000 600,000 2,400,000 71% of volume charge
2032-2036 418,000 700,000 2,600,000 71% of volume charge
2037-2041 450,000 750,000 2,800,000 71% of volume charge
2042-2046 500,000 800,000 3,000,000 71% of volume charge
2047-2051 550,000 850,000 3,200,000 71% of volume charge
Customers
The total number of customers of the System as of fiscal year ended October 31, 2022 was 21,021.
Below is a list of the top ten customers of the System during fiscal year ended October 31, 2022, and the
approximate average amount of System use:
Customer % of System Usage
Jefferson City Correctional Center 3.8%
Unilver, Inc. 3.2
Algoa Correctional Center 2.0
City of Holts Summit 1.5
St. Mary’s Medical Center 0.7
Prairie Farms Dairy 0.5
Capital Regional Medical Center 0.5
Capital Plaza Hotel 0.3
Missouri Highway Patrol 0.3
Schumate Chapel Trailer Park 0.3
Total 13.1%
Source: City.
The following table sets forth the total number of customers of the System for the last three fiscal years:
Fiscal Year Ended
October 31 Number of Customers
2022 21,021
2021 21,118
2020 20,964
__________
Source: City.
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FINANCIAL INFORMATION CONCERNING THE SYSTEM
Accounting, Budgeting and Auditing Procedures
An annual budget of estimated receipts and disbursements of the System for the coming fiscal year is
prepared by the City Administrator and is presented to the City Council for approval. The fiscal year of the City
is November 1 through October 31. The budget lists estimated receipts by fund and sources and estimated
disbursements by funds and purposes and includes a statement of the rates required to raise each amount shown
on the budget as coming from System revenues.
Financial Statements
Audited financial statements of the City, which include the financial statements of the wastewater
fund for the System, as of and for the fiscal year ended October 31, 2022, are included in the City’s Annual
Financial Report for fiscal year ended October 31, 2022, attached as 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 hereto.
Long-Term Sewerage System Revenue Bond Obligations
Current Outstanding System Revenue Bonds. The following table sets forth all of the outstanding
System Revenue Bonds of the City, which are payable solely from the Net Revenues derived by the City from
the operation of the City’s System, including the Bonds being offered:
Name of Bonds
Original
Principal Amount
Outstanding
Principal Amount
Sewerage System Revenue Bonds (State Revolving Fund Program),
Series 2005A $4,600,000 $675,000
Sewerage System Refunding and Improvement Revenue Bonds
(State Revolving Fund Program), Series 2005C $10,105,000 $2,150,000
Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2008 $3,900,000 $1,665,000
Sewerage System Revenue Bonds (State Revolving Fund
Program), Series 2012 $15,000,000 $8,524,000
Sewerage System Revenue Bonds, Series 2014 $9,940,000 $6,840,000
Sewerage System Revenue Bonds, Series 2016 $9,380,000 $8,830,000
Sewerage System Refunding Revenue Bonds, Series 2020 $5,625,000 $4,790,000
Sewerage System Revenue Bonds, Series 2023 $4,000,000* $4,000,000*
Total Outstanding Principal Amount of System Revenue Bonds: $37,809,000 *
Additional System Revenue Bonds. Under the Bond Ordinance and the Previously Issued Parity
Bond Ordinances, the City may issue additional System Revenue Bonds in certain circumstances. Any
additional System Revenue Bonds may be secured on a parity basis with the Bonds if certain tests are met, or
may be junior and subordinate to the Bonds. The issuance of such additional System Revenue Bonds may
have a dilutive effect on the debt service coverage ratio for the Owners of the Bonds. See the discussion of
* Preliminary, subject to change.
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additional System Revenue Bonds and the conditions on which they may be issued under the sections
captioned “Parity Bonds” and “Junior Lien Bonds” in Appendix C attached to this Official Statement and
the section captioned “BONDOWNERS’ RISKS - Additional Bonds” in the Official Statement.
In addition to the tests that must be met under the Previously Issued Parity Bond Ordinances and the
Bond Ordinance for the City to issue additional System Revenue Bonds on parity with the Bonds and
Previously Issued Parity Bonds, in order for the City to issue additional System Revenue Bonds to finance
System capital improvements, the City will need to call an election at which at least a majority of the qualified
voters of the City approve the issuance of the additional System Revenue Bonds for the purpose of financing
such System improvements.
At an election held in the City on April 5, 2022 (the “2022 Election”), the required majority of the
qualified voters of the City approved the issuance of $44,000,000 principal amount of sewerage system
revenue bonds for the purpose of extending and improving the System. The City has not previously issued any
of the total $44,000,000 of sewerage system revenue bonds authorized by the voters at the 2022 Election. The
principal amount of the Bonds ($4,000,000*) represent the first installment of the total $44,000,000 of
sewerage system revenue bonds authorized at the 2022 Election, which the City will use to finance a portion of
the costs of extending and improving the System. After the issuance of the Bonds, the City will have
$40,000,000* in remaining voter authorized sewerage system revenue bonds from the 2022 Election that could
be issued to finance remaining costs of extending and improving the System. Currently, the City expects to
issue the remaining $40,000,000* of voter authorized sewerage system revenue bonds from the 2022 Election
over the next [10] years.
Historical Debt Service Coverage
The following table shows historical debt service coverage for all obligations of the System prepared
for the last four fiscal years ended October 31, 2019 through October 31, 2022:
Fiscal Years Ended October 31
2019 2020 2021 2022
Operating Revenue $11,588,856 $11,482,636 $11,600,392 $12,005,654
Non-Operating Revenue 869,551 714,598 171,510 204,216
Capital Contributions(1) 183,576 1,095,991 412,011 375,786
Total Revenue $12,641,983 $13,293,225 $12,183,913 $12,585,656
Operating Expenses(2) $6,812,546 $7,276,869 $5,322,039 $5,826,755
Total Expenses $6,812,546(3) $7,276,869(3) $5,322,039 $5,826,755
Net Revenue Available for Debt Service $5,829,437 $6,016,356 $6,861,874 $6,758,901
Debt Service $6,068,595 $6,039,358 $5,447,692 $5,501,179
Debt Service Coverage 0.96x(4) 1.00x(4) 1.26x 1.23x
______________
Source: City’s Annual Financial Report for fiscal years ended October 31, 2019 through 2022.
(1) Capital contributions include federal grant moneys and customer contributions in the form of sewer capital recovery moneys received
during fiscal years ended October 31, 2019 through October 31, 2022.
(2) Excludes depreciation and amortization expenses.
(3) Operating expenses increased during fiscal years ended October 31, 2019 and October 31, 2020, due to numerous repairs to System
infrastructure damaged by flooding in the Summer of 2019.
(4) The City’s Debt Service Coverage requirement for fiscal years ended October 31, 2019 and October 31, 2020, fell below the required
110% Rate Covenant requirement set forth in the City’s Previously Issued Parity Ordinances as further discussed below and under the
caption “BONDOWNERS’ RISK – Failure to Comply with Rate Covenant in Fiscal Years Ended October 31, 2019 and October
31, 2020” in this Official Statement.
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During the fiscal years ended October 31, 2019 and October 31, 2020 , the City incurred a significant
increase in System operating expenses (excluding depreciation, the System operating expenses increased by
approximately $1,275,698 during fiscal year ended October 31, 2019 ($6,812,546 total operating expenses)
and increased by approximately $1,740,021 during fiscal year ended October 31, 2020 ($7,276,869 total
operating expenses), compared to System operating expenses in fiscal year ended October 31, 2018
($5,536,848 total operating expenses)) because the City had to repair and replace certain System infrastructure
that was damaged by flooding that occurred in the City and surrounding central Missouri region in the Summer
of 2019.
As a result of the increased operating expenses incurred during the fiscal year ended October 31, 2019
and October 31, 2020, the Net Revenues of the System were only equal to (a) approximately 96% of the Debt
Service Requirements to be paid by the City during the fiscal year ended October 31, 2019 and (b)
approximately 99% of Debt Service Requirements to be paid by the City during fiscal year ended October 31,
2020), which fell below the 110% Rate Covenant requirement set forth in the City’s Previously Issued Parity
Ordinances. However, during fiscal year ended October 31, 2021 and fiscal year ended October 31, 2022, the
Net Revenues of the System exceeded the 100% Rate Covenant Requirement set forth in the City’s Previously
Issued Parity Ordinances and were equal to approximately 126% of the Debt Service Requirements to be paid
by the City during the fiscal year ended October 31, 2021, and approximately 123% of the Debt Service
Requirements to be paid by the City during the fiscal year ended October 31, 2022. See also the table under
the caption “THE SYSTEM - Historical Debt Service Coverage” in this Official Statement.
The Previously Issued Parity Bond Ordinances authorizing the City’s Series 2020 Bonds, Series 2016
Bonds and the Series 2014 Bonds require the City to employ a Consultant to make recommendations with
respect to System rates and charges if the Net Revenues generated from the operation of the System fall below
the 110% Rate Covenant requirement for two consecutive fiscal years. On April 6, 2020, the City engaged
Raftelis to conduct a comprehensive rate study for the City’s System. Raftelis completed the rate study on
[___________] and the City first implemented increased System rates and charges on June 1, 2021, based
upon the conclusions and recommendations of the Raftelis rate study in order to ensure that the System
generates sufficient Net Revenues to meet the 110% Rate Covenant requirement in future fiscal years (which
the City did exceed in fiscal years ended October 31, 2021 and October 31, 2022).
[Remainder of this page intentionally left blank.]
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Debt Service Schedule
The following table shows the aggregate debt service schedule for the City’s outstanding System Revenue Bonds including the Bonds being
offered (these numbers do not take into account any federal or state subsidy payments to be received by the City):
Series 2023 Bonds
Fiscal Year
Ended
October 31
Series
2005A(2)
Series
2005C(2)
Series
2008(2)
Series
2012(2)
Series
2014
Series
2016
Series
2020 Principal * Interest
Total
Debt Service
2023 $370,080.95 $802,108.26 $336,226.84 $956,286.25 $696,670.00 $831,400.00 $462,600.00(3) --
2024 367,548.28 797,472.85 337,124.90 956,170.45 699,920.00 829,900.00 459,200.00 $120,000.00
2025 364,187.76 791,261.14 336,959.09 956,657.40 697,795.00 827,950.00 463,850.00 130,000.00
2026 788,473.97 330,815.81 956,735.75 697,945.00 830,550.00 463,050.00 135,000.00
2027 333,596.17 957,394.15 697,645.00 832,550.00 456,950.00 140,000.00
2028 330,265.05 957,632.60 696,895.00 828,950.00 460,700.00 145,000.00
2029 330,847.46 958,428.40 695,695.00 829,900.00 459,000.00 155,000.00
2030 958,770.20 699,045.00 830,250.00 456,000.00 160,000.00
2031 958,658.00 696,795.00 830,000.00 452,900.00 170,000.00
2032 958,091.80 697,620.00 829,150.00 454,700.00 180,000.00
2033 958,060.25 697,795.00 832,700.00 456,300.00 190,000.00
2034 696,375.00 830,500.00 457,700.00 200,000.00
2035 698,625.00 832,700.00 453,900.00 210,000.00
2036 829,150.00 220,000.00
2037 230,000.00
2038 240,000.00
2039 255,000.00
2040 265,000.00
2041 275,000.00
2042 285,000.00
2043 295,000.00
Total $1,101,817.00 $3,179,316.22 $2,335,835.32 $10,532,885.25 $9,068,820.00 11,625,650.00 5,956,850.00 $4,000,000.00*
(Less Pymts in FYE 2023) (370,080.95) (802,108.26) (336,226.84) (956,286.25) (696,670.00) (831,400.00) (63,800.00) --
Total Oustanding $731,736.04 $2,377,207.96 $1,999,608.48 $9,576,599.00 $8,372,150.00 $10,794,250.00 $5,893,050.00 $4,000,000.00*
_________________________
(1) Reflects debt service payments already paid by the City during the current fiscal year ending October 31, 2023.
(2) Debt service totals for the City’s Series 2005A Bonds, Series 2005C Bonds, Series 2008 Bonds and Series 2012 Bonds, which were issued through the Missouri Department of Natural Resources State Revolving
Fund or Direct Loan Programs, includes Department of Natural Resources and State Revolving Fund fees required to be paid during each fiscal year.
(3) Includes the principal and interest payments due on September 1, 2023, on the Series 2020 Bonds.
* Preliminary, subject to change.
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Summary of Operations for Sewer Fund
The following table sets forth a summary of the statement of revenues, expenses and changes in net
position for the wastewater/sewer fund for the fiscal years ended October 31, 2019 through October 31, 2022.
This summary was derived from the annual audited financial statements of the City for such fiscal years and were
prepared on the accrual basis of accounting:
Fiscal Years Ended October 31
2019 2020 2021 2022
OPERATING REVENUES: $11,588,856 $11,482,636 $11,600,392 $12,005,654
OPERATING EXPENSES:
Personnel services $2,467,716 $2,647,556 $2,050,351 $2,426,721
Contractual services 1,302,320 1,336,074 1,381,638 1,436,843
Claims Expense 27,711 33,691 7,941 51,889
Material and supplies 751,102 1,946,587 576,818 646,613
Repairs and maintenance 531,141 555,585 653,971 598,867
Utilities 568,030 506,470 531,609 525,813
Depreciation 3,734,349 3,880,395 3,937,110 4,002,952
Other operating 1,164,526 250,906 119,711 140,009
Total Operating Expenses: $10,546,895 $11,157,264 $9,259,149 $9,829,707
OPERATING INCOME (LOSS): $1,041,961 $325,372 $2,341,243 $2,175,947
NON-OPERATING REVENUES (EXPENSES):
Intergovernmental -- $7,112 -- --
Interest and investment revenue $869,551 707,344 $90,210 $72,428
Interest expense and fees (1,923,454) (1,693,333) (927,163) (827,183)
Debt issuance cost -- (105,602) -- --
Gain/(Loss) on sale of capital assets 19,815 142 81,300 40,285
TOTAL NON-OPERATING REVENUES (EXPENSES) $(1,034,088) $(1,084,337) $(755,653) $(714,470)
INCOME (LOSS) BEFORE OPERATING TRANSFERS: $7,873 $(758,965) $1,585,590 $1,461,477
CAPITAL CONTRIBUTIONS $1,357,416 $1,088,737 $412,011 $375,786
TRANSFERS IN -- -- -- $91,503
CHANGE IN NET POSITION $1,365,289 $329,772 $1,997,601 $1,928,766
NET POSITION-BEGINNING $56,402,906 $57,768,195 $58,097,967 $60,095,568
NET POSITION-ENDING $57,768,195 $58,097,967 $60,095,568 $62,024,334
___________
Source: City’s Annual Financial Reports for fiscal years ended October 31, 2019 through 2022.
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Balance Sheet for Sewer Fund
The following table sets forth a summary of the balance sheet for the wastewater/sewer fund for the
fiscal years ended October 31, 2019 through October 31, 2022. This summary was derived from the annual
audited financial statements of the City for such fiscal years and were prepared on the accrual basis of
accounting:
2019 2020 2021 2022
ASSETS:
Current assets:
Cash and cash equivalents $6,696,469 $6,217,239 $6,777,720 $5,579,348
Receivables (net of allowance for uncollectibles):
Accounts 1,064,539 1,184,103 1,065,625 1,217,791
Receivables from other governments 111,981 3,001 499 499
Lease -- -- -- 42,067
Prepaid items 35,603 37,665 40,166 41,115
Current restricted assets:
Cash and cash equivalents 2,818,574 1,172,201 714,645 743,717
Accrued Interest 183,415 124,223 94,241 63,375
Total current assets $10,910,581 $8,738,422 $8,692,896 $7,687,912
Noncurrent assets:
Restricted assets:
Cash and cash equivalents $500,000 $500,000 $500,000 $500,000
Investments - revenue bond reserve fund 4,458,462 3,259,173 -- --
Net pension asset 1,012,701 224,345 3,070,279 2,294,530
Capital assets:
Land 942,043 942,043 942,043 942,043
Distribution and collection systems 69,599,846 72,804,858 73,914,684 74,554,286
Buildings and equipment 79,585,130 79,896,911 80,199,685 80,220,625
Construction in progress 1,741,375 735,089 665,370 1,625,9696
Less accumulated depreciation (54,383,123) (58,242,334) (62,114,746) (66,068,734)
Total noncurrent assets $103,456,434 $100,120,085 $97,177,288 $94,112,959
TOTAL ASSETS $114,367,015 $108,858,507 $105,870,184 $101,800,871
DEFERRED OUTFLOWS OF RESOURCES:
Deferred outflows related to pensions $244,364 $582,732 $235,424 $172,963
Deferred outflows related to OPEB 18,068 20,807 36,728 31,668
Deferred outflows related to advance refunding 8,109 5,404 2,702 --
TOTAL DEFERRED
$270,541 $608,943 $274,854 $204,631
LIABILITIES:
Current liabilities:
Accounts payable $124,460 $233,547 $355,342 $109,692
Accrued liabilities 86,092 94,900 99,558 105,313
Compensated absences 22,456 25,003 25,688 24,388
Revenue bonds payable-current 2,769,283 2,847,483 3,012,000 2,220,183
Current liabilities payable from
restricted assets:
Accounts payable $354,491 $394,688 $83,686 $11,956
Retainage payable 74,310 20,676 14,825 70,020
Accrued interest payable 530,600 440,638 384,452 325,858
Deposits 376,931 410,216 444,635 469,938
Payable to other governments (less than 1 year) 1,218,000 1,277,500 -- --
Revenue bonds payable-current 1,359,017 1,471,717 1,484,000 1,072,617
Total current liabilities $6,915,640 $7,216,368 $5,904,186 $4,409,965
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Noncurrent liabilities:
Payable from restricted assets:
Payable to other governments (less than 1
$2,618,000 $1,340,500 -- --
Compensated absences 258,249 252,806 $259,734 $246,588
Total OPEB liability 163,685 170,740 171,822 139,767
Revenue bonds payable (net of unamortized
premiums and deferred amount of refunding) 46,492,474 42,332,184 37,688,339 34,273,436
Total noncurrent liabilities $49,532,408 $44,096,230 $38,119,895 $34,659,791
TOTAL LIABILITIES $56,448,048 $51,312,598 $44,024,081 $39,069,756
DEFERRED INFLOWS OF RESOURCES:
Deferred inflows related to pensions $408,979 $46,076 $1,991,905 $768,406
Deferred inflows related to OPEB 12,331 10,809 33,484 58,912
Deferred inflows related to leases -- -- -- 84,094
Total deferred inflows related to pensions $421,310 $56,885 $2,025,389 $911,412
NET POSITION:
Net Investment in capital assets $48,856,342 $49,734,878 $51,650,286 $53,824,358
Restricted for:
Pensions/OPEB 690,138 600,259 1,145,220 1,532,076
Bond service debt 2,020,933 1,907,665 1,836,432 477,244
Bond renewal and replacement 500,000 500,000 500,000 500,000
Capital projects 2,221,290 2,874,385 2,750,854 --
Unrestricted 3,479,492 2,480,780 2,212,776 5,690,656
TOTAL NET POSITION $57,768,195 $58,097,967 $60,095,568 $62,024,334
___________
Source: City’s Annual Financial Reports for fiscal years ended October 31, 2019 through 2022.
DEBT INFORMATION OF THE CITY
Long-Term General Obligation Indebtedness
The City does not have any outstanding general obligation indebtedness.
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 2022, after Board of Equalization adjustments, in the amount
of $977,009,811 (which excludes the assessed valuation in the amount of $6,652,950 attributable to the
incremental increase in assessed valuation over the established assessed valuation base within tax increment
financing redevelopment areas located within the City), the current legal debt limit of the City is $195,401,962
(equal to 20% of the assessed valuation for 2022 of $977,009,811) and the current legal debt margin is
$195,401,962 (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).
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Series 2019 Special Obligation Bonds
On December 3, 2019, the City issued its Special Obligation Improvement Bonds (Parks System
Project), Series 2019, in the aggregate principal amount of the $7,305,000 (the “Series 2019 Special
Obligation Bonds”), to finance improvements to its parks system. The Series 2019 Special Obligation Bonds
are payable solely from amounts appropriated by the City in each fiscal year (1) out of the income and revenues
of the City provided for such fiscal year, plus (2) any unencumbered balances from previous fiscal years. No
property of the City is pledged or encumbered to pay to secure payment of the Series 2019 Special Obligation
Bonds. The following schedule shows the annual principal and interest payments of the Series 2019 Special
Obligation 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
October 31
Principal
Amount
Interest
Amount
Total
2023 $300,000.00 $166,767.50 $466,767.50
2024 310,000.00 157,767.50 467,767.50
2025 320,000.00 148,467.50 468,467.50
2026 330,000.00 138,867.50 468,867.50
2027 340,000.00 128,967.50 468,967.50
2028 350,000.00 118,767.50 468,767.50
2029 360,000.00 108,267.50 468,267.50
2030 370,000.00 101,067.50 471,067.50
2031 375,000.00 93,112.50 468,112.50
2032 385,000.00 84,675.00 469,675.00
2033 395,000.00 75,627.50 470,627.50
2034 400,000.00 66,147.50 466,147.50
2035 410,000.00 56,347.50 466,347.50
2036 420,000.00 46,097.50 466,097.50
2037 435,000.00 35,387.50 470,387.50
2038 445,000.00 24,077.50 469,077.50
2039 455,000.00 12,285.00 467,285.00
Total $6,400,000.00 $1,562,697.50 $7,962,697.50
(Less March 1, 2023 Payment)(1) -- (83,383.75) (83,383.75)
TOTAL $6,400,000.00 $1,479,313.75 $7,879,313.75
____________
(1) Reflects $83,383.75 of interest already paid by the City on the Series 2019 Special Obligation Bonds on March 1, 2023,
during the current fiscal year ending October 31, 2023.
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Other Obligations of the City
2017 Fire Equipment Lease. On May 19, 2017, 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 October 31
Principal
Portion
Interest
Portion
Total Rental
Payments
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 $2,481,189 $220,205 $2,701,394
(Less April 1, 2023 Payment)(1) (388,577) (61,655) (450,232)
Total Outstanding $2,092,612 $158,550 $2,251,162
_________
(1) Reflects principal portion and interest portion of the rental payments already paid by the City on April 1, 2023, during the
current fiscal year ending October 31, 2023.
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
(May 1)
Principal
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,
DRAFT
A-17
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 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 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.
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, 2022,
contained in the Annual Financial Report attached as Appendix B to this Official Statement.
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.
Public Safety Tax Fund (special revenue fund): accounts for revenue sources from
DRAFT
A-18
the operations of Parks and Recreation and 0.25 % Public Safety Sales Tax (defined
herein) that are legally restricted to expenditures for the benefit of public safety.
The City’s non-major governmental funds 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 Annual Financial Report for fiscal year
ended October 31, 2022, 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 (System), airport, parking and transit operations. The
City’s major Enterprise Funds include:
Wastewater Fund: accounts for operations of the City’s System
Transit Fund: accounts for operations of bus fixed route and handicap public transit.
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 Annual Financial Report for fiscal year ended
October 31, 2022, 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 Annual Financial Report for fiscal
year ended October 31, 2022, 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 financial 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 prior fiscal years of the City are on file with the City and are available for review.
Sources of Revenue
The City finances 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), the Capital Improvement Tax Fund and the Public Safety Tax Fund (which is a special revenue
fund).
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The City’s 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, 2022, were as follows:
Source
General Fund Revenues
Percent of General
Fund Revenues
Sales and other use taxes $13,775,230 37.08%
Property Tax 5,844,743 15.73
Utility and Franchise Taxes 6,465,661 17.41
Licenses, permits and fees 905,659 2.44
Intergovernmental 5,638,505 15.18
Charges for services 3,112,603 8.38
Fines and forfeitures 413,558 1.11
Miscellaneous 991,666 2.67
Total $37,147,625 100.00%
Source: City’s Annual Financial Report for fiscal year ended October 31, 2022.
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, 2023, are as follows:
Source
Amount of Projected
General Fund Revenues
Percent of General
Fund Revenues
Sales and other use taxes $13,594,000 36.90%
Property Tax 5,791,660 15.72
Utility and Franchise Taxes 6,287,000 17.06
Licenses, permits and fees 956,105 2.60
Intergovernmental 3,003,591 8.15
Charges for services 3,085,247 8.37
Fines and forfeitures 406,500 1.10
Miscellaneous 3,719,967 10.10
Total $36,844,070 100.00%
Source: City’s adopted budget for fiscal year ending October 31, 2023.
Financial Summary
The following table reflects the City’s total budgeted General Fund revenues, actual General Fund
revenues, actual General Fund expenditures and General Fund balances for the City’s General Fund for each of
the last five fiscal years:
Fiscal Years Ended October 31
2018 2019 2020 2021 2022
Total Budgeted Revenues(1) $34,136,455 $34,050,279 $33,852,556 $35,919,772 $47,513,695
Actual General Fund Revenues(2) 33,504,812 33,074,657 34,092,218 36,425,084 37,744,120
Actual General Fund Expenditures(3) 33,859,108 34,934,391 34,127,040 34,263,103 37,696,957
Ending General Fund Balance $9,956,138 $8,096,404 $8,068,740 $10,230,722 $10,277,883
Source: City’s Annual Financial Report for fiscal years ended October 31, 2018 through October 31, 2022.
(1) In accordance with state law, the City budgets on a cash basis.
(2) Includes transfers in and proceeds from the sale of assets.
(3) Includes transfers out.
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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, 2022, the City had purchased insurance up to $5 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.
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 Annual Financial Report for fiscal year ended
October 31, 2022, 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
Annual Financial Report for fiscal year ended October 31, 2022,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, 2022, the City had a stop-loss attachment point of $125,000 per individual with a policy maximum of
$6,745,271. 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 8.C. to the City’s Annual
Financial Report for fiscal year ended October 31, 2022, 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
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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.
LAGERS issues a publicly available financial report that includes financial statements and required
supplementary information. The LAGERS Annual Comprehensive Financial Report for the fiscal year ended
June 30, 2022 (the “2022 LAGERS Annual Financial Report”) is available at
https://www.molagers.org/financial-reports.html. The link to the 2022 LAGERS Annual Financial Report is
provided for general background information only, and the information in the 2022 LAGERS Annual
Financial Report is not incorporated by reference into this Official Statement.
The 2022 LAGERS Annual Financial Report 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 66 and 67, respectively, in the Required Supplementary Information section of the City’s
Annual Financial Report for fiscal year ended October 31, 2022, included in Appendix B to this Official
Statement. For additional information regarding LAGERS, see the 2022 LAGERS Annual Financial Report.
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” on page 68 in the
Required Supplementary Information section of the City’s Annual Financial Report for fiscal year ended
October 31, 2022, included in Appendix B to this Official Statement.
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History of Property Valuations
The total assessed valuation of all taxable tangible property situated in the City according to the
assessments of January 1 in each of the following years, has been as follows:
Calendar Assessed %
Year Valuation Change
2022 $977,009,811 4.31%
2021 936,659,522 1.05
2020 926,947,534 1.82
2019 910,339,512 1.72
2018 894,954,520 0.20
Source: Cole County Clerk and Callaway County Clerk.
Property Tax Levies and Collections
The following table sets forth property tax collection information for the City for the last five fiscal
years:
Fiscal Year Total Net Current & Delinquent
Ended Total Taxes Taxes Collected
October 31 Levy Levied(1) Amount %
2022 $0.5561 $5,131,385 $5,103,875 99.5%
2021 0.5561 5,076,231 4,978,700 98.1
2020 0.5561 4,986,954 4,874,236 97.7
2019 0.5561 4,902,680 4,760,932 97.1
2018 0.5561 4,896,931 4,761,805 97.2
____________________
Source: For fiscal year ended October 31, 2022, the City; for fiscal years ended October 31, 2018 through 2021, the City’s
Annual Financial Report for fiscal year ended October 31, 2021, “Property Tax Levies and Collections” table in the
“Statistical Section” on pg. 125.
(1) “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.
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Sales Tax Collections
The City’s revenue for the fiscal years ended October 31, 2018 through 2022, generated from the
City’s sales tax levies are as follows:
Fiscal
Year Ended
October 31
1.00%
General Fund
Sales Tax
0.50%
Capital Improvements(1)
Sales Tax
0.50%
Local Parks
Sales Tax
0.25%
Public Safety
Sales Tax Total
2022 $13,775,230 $6,664,966 $6,664,945 $1,900,790(2) $29,005,931
2021 12,873,237 6,231,172 6,231,173 -- 25,335,582
2020 12,315,886 5,958,488 5,958,575 -- 24,232,949
2019 11,610,233 5,599,211 5,597,755 -- 22,807,199
2018 11,577,513 5,545,522 5,554,002 -- 22,677,037
Source: City’s Annual Financial Reports for fiscal years ended October 31, 2018 through 2022.
(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, 2022, and is set to expire on March 31, 2027. The City expects to call an
election in August 2026 to renew the 0.50% capital improvement sales tax for an additional five-year period.
(2) On November 3, 2021, the voters of the City approved a new 0.25% sales tax for public safety. The City first began
collecting the 0.25% public safety sales tax on April 1, 2022.
* * *
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APPENDIX B
CITY OF JEFFERSON, MISSOURI
ANNUAL FINANCIAL REPORT
WITH INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED OCTOBER 31, 2022
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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.
[**TO BE UPDATED**]
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APPENDIX D
FORM OF CONTINUING DISCLOSURE UNDERTAKING
This CONTINUING DISCLOSURE UNDERTAKING dated as of August 30, 2023 (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 $4,000,000* Sewerage System Revenue Bonds, Series 2023 (the “Bonds”),
pursuant to an Ordinance adopted by the governing body 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
* Preliminary, subject to change.
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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 than April 30th immediately following the end of the Issuer’s Fiscal
Year, commencing with the Fiscal Year ending October 31, 2023, 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 described in the notes to the financial
statements contained in Appendix B to the final Official Statement related to the Bonds.
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
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changes, it shall give notice of such change in the same manner as 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, in substantially the form attached hereto as Exhibit B, 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.
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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.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Title: Mayor
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EXHIBIT A
TO CONTINUING DISCLOSURE UNDERTAKING
FINANCIAL INFORMATION AND OPERATING DATA TO BE
INCLUDED IN ANNUAL REPORT
The operating data in the sections and tables in Appendix A contained in the final Official Statement
relating to the Bonds generally described as follows:
• The tables under “HISTORY AND OPERATION OF THE SYSTEM” relating to
utility rates and customers (excluding the table relating to the Holts Summit
Agreement)
• The information contained in the table “Historical Debt Service Coverage” under
“FINANCIAL INFORMATION CONCERNING THE SYSTEM” for the most
recently ended fiscal year.
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EXHIBIT B
TO CONTINUING DISCLOSURE UNDERTAKING
FORM OF FAILURE TO FILE NOTICE
Event Notice Pursuant to SEC Rule 15c2-12(b)(5)(C)
Issuer/Obligated Person: City of Jefferson, Missouri
Issues to which this
Notice relates: Sewerage System Revenue Bonds, Series 2023
CUSIP Numbers for Issue to which this Notice relates:
Maturity Date CUSIP Number
Event Reported: Failure to Timely File Annual Financial Information/Audited Financial
Statements
The Obligated Person did not timely file its operating data for the fiscal year ended October 31, 20___.
Such operating data [*will be*] [*was*] filed with the MSRB through EMMA on _______, 20__.
The Obligated Person did not timely file its audited financial statements for the fiscal year ended October
31, 20___. Such audited financial statements [*will be*] [*were*] filed with the MSRB through EMMA on
___________, 20___.
The information contained in this Notice has been submitted by the Obligated Person pursuant to
contractual undertakings the Obligated Person made in accordance with SEC Rule 15c2-12. Nothing
contained in the undertaking or this Notice is, or should be construed as, a representation by the Obligated
Person that the information included in this Notice constitutes all of the information that may be material
to a decision to invest in, hold or dispose of any of the securities listed above, or any other securities of the
Obligated Person.
For additional information, contact:
Shiela Pearre, Director of Finance
City of Jefferson, Missouri
320 E. McCarty Street
Jefferson City, Missouri 65101
(573) 634-6459
Date Submitted: [Date]
CITY OF JEFFERSON, MISSOURI
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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 Beneficial
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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
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DTC), and delivered to DTC (or a successor securities depository), to be held by it as 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.
EXHIBIT G
TO ORDINANCE
FORM OF FEDERAL TAX CERTIFICATE
Gilmore & Bell, P.C.
Draft v1 – August 1, 2023
_________________________________________
FEDERAL TAX CERTIFICATE
Dated as of August 30, 2023
_________________________________________
OF
CITY OF JEFFERSON, MISSOURI,
__________________________________________
$4,000,000
Sewerage System Revenue Bonds
Series 2023
__________________________________________
(i)
FEDERAL TAX CERTIFICATE
TABLE OF CONTENTS
Page
PARTIES AND RECITALS ............................................................................................ 1
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms ...................................................................................... 1
ARTICLE II
GENERAL REPRESENTATIONS AND COVENANTS
Section 2.1. Representations and Covenants of the City ...................................................................... 5
Section 2.2. Survival of Representations and Covenants ..................................................................... 8
ARTICLE III
ARBITRAGE CERTIFICATIONS AND COVENANTS
Section 3.1. General ............................................................................................................................. 9
Section 3.2. Reasonable Expectations .................................................................................................. 9
Section 3.3. Purposes of the Financing................................................................................................. 9
Section 3.4. Funds and Accounts ......................................................................................................... 9
Section 3.5. Amount and Use of Bond Proceeds and Other Money ..................................................... 9
Section 3.6. Multipurpose Issue ......................................................................................................... 10
Section 3.7. No Current Refunding .................................................................................................... 10
Section 3.8. Project Completion ......................................................................................................... 10
Section 3.9. Sinking Funds ................................................................................................................. 10
Section 3.10. Reserve, Replacement and Pledged Funds ..................................................................... 10
Section 3.11. Purpose Investment Yield ............................................................................................... 10
Section 3.12. Issue Price and Yield on Bonds ...................................................................................... 10
Section 3.13. Miscellaneous Arbitrage Matters .................................................................................... 11
Section 3.14. Conclusion ...................................................................................................................... 11
ARTICLE IV
POST-ISSUANCE TAX REQUIREMENTS, POLICIES AND PROCEDURES
Section 4.1. General ........................................................................................................................... 11
Section 4.2. Record Keeping, Use of Bond Proceeds and Use of Financed
Property ...................................................................................................................... 12
Section 4.3. Temporary Periods/Yield Restriction ............................................................................. 12
Section 4.4. Procedures for Establishing Fair Market Value .............................................................. 13
Section 4.5. Bonds Exempt from Rebate ............................................................................................ 15
Section 4.6. Filing Requirements ....................................................................................................... 16
ARTICLE V
(ii)
MISCELLANEOUS PROVISIONS
Section 5.1. Term of Tax Certificate .................................................................................................. 16
Section 5.2. Amendments ................................................................................................................... 16
Section 5.3. Opinion of Bond Counsel ............................................................................................... 16
Section 5.4. Reliance .......................................................................................................................... 16
Section 5.5. Severability ..................................................................................................................... 17
Section 5.6. Benefit of Agreement ..................................................................................................... 17
Section 5.7. Default, Breach and Enforcement .................................................................................. 17
Section 5.8. Execution in Counterparts .............................................................................................. 17
Section 5.9. Governing Law ............................................................................................................... 17
Section 5.10. Electronic Transactions .................................................................................................. 17
Signatures....................................................................................................................... S-1
Exhibit A Debt Service Schedule and Proof of Bond Yield
Exhibit B IRS Form 8038-G
Exhibit C Description of Property Comprising the Project, Financed Property [and
List of Reimbursement Expenditures]
Exhibit D Sample Annual Compliance Checklist
Exhibit E Sample Final Written Allocation
* * *
FEDERAL TAX CERTIFICATE
THIS FEDERAL TAX CERTIFICATE (the “Tax Certificate”), is executed as of August 30,
2023, by the CITY OF JEFFERSON, MISSOURI, a home rule charter city and political subdivision
organized and existing under the laws of the State of Missouri (the “City”).
RECITALS
1. This Tax Certificate is being executed and delivered in connection with the issuance by
the City of $4,000,000 principal amount of Sewerage System Revenue Bonds Series 2023 (the “Bonds”),
under an ordinance passed by the City Council of the City on August 21, 2023, and a Certificate of Final
Terms dated August 21, 2023, executed by the Mayor (collectively, the “Ordinance”), for the purposes
described in this Tax Certificate and in the Ordinance.
2. The Internal Revenue Code of 1986, as amended (the “Code”), and the applicable
Regulations and rulings issued by the U.S. Treasury Department (the “Regulations”), impose certain
limitations on the uses and investment of the Bond proceeds and of certain other money relating to the
Bonds and set forth the conditions under which the interest on the Bonds will be excluded from gross
income for federal income tax purposes.
3. The City is executing this Tax Certificate in order to set forth certain facts, covenants,
representations, and expectations relating to the use of Bond proceeds and the property financed or
refinanced with those proceeds and the investment of the Bond proceeds and of certain other related
money, in order to establish and maintain the exclusion of the interest on the Bonds from gross income for
federal income tax purposes, and to provide guidance for complying with the arbitrage rebate and yield
reduction amounts provisions of Code § 148(f).
4. The City adopted a Tax and Securities Compliance Policy and Procedure on May 5, 2014,
as it may from time to time be amended (the “Tax Compliance Procedure”) for the purpose of setting
out general procedures for the City to continuously monitor and comply with the federal income tax
requirements set out in the Code and the Regulations.
5. This Tax Certificate is entered into as required by the Tax Compliance Procedure to set
out specific tax compliance procedures applicable to the Bonds.
NOW, THEREFORE, the City represents, covenants and agrees as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. Except as otherwise provided in this Tax
Certificate or unless the context otherwise requires, capitalized words and terms used in this Tax
Certificate have the same meanings as set forth in the Ordinance, and certain other words and phrases
have the meanings assigned in Code §§ 103, 141-150 and the Regulations. The following words and
terms used in this Tax Certificate have the following meanings:
2
“Annual Compliance Checklist” means a checklist for the Financed Property designed to
measure compliance with the requirements of this Tax Agreement and the Tax Compliance Procedure
after the Issue Date as further described in Section 4.2 and substantially in the form attached as
Exhibit D.
“Bona Fide Debt Service Fund” means a fund, which may include Bond proceeds, that (a) is
used primarily to achieve a proper matching of revenues with principal and interest payments within each
Bond Year; and (b) is depleted at least once each Bond Year, except for a reasonable carryover amount not
to exceed the greater of (1) the earnings on the fund for the immediately preceding Bond Year, or (2) one-
twelfth of the principal and interest payments on the Bonds for the immediately preceding Bond Year.
“Bond” or “Bonds” means any bond or bonds described in the recitals, authenticated and
delivered under the Ordinance.
“Bond Compliance Officer” means the City’s Director of Finance or other person named in the
Tax Compliance Procedure.
“Bond Counsel” means Gilmore & Bell, P.C., or other firm of nationally recognized bond
counsel acceptable to the City.
“Bond Year” means each 1-year period (or shorter period for the first Bond Year) ending July 1,
or another 1-year period selected by the City.
“City” means the City of Jefferson, Missouri and its successors and assigns, or any body, agency
or instrumentality of the State of Missouri succeeding to or charged with the powers, duties and functions
of the City.
“Code” means the Internal Revenue Code of 1986, as amended.
“Debt Service Account” means the Series 2023 Debt Service Account within the Debt Service
Fund that is created and established pursuant to the Ordinance.
“Final Written Allocation” means the Final Written Allocation of expenditures prepared by the
Bond Compliance Officer in accordance with the Tax Compliance Procedure and Section 4.2(b) of this
Tax Certificate.
“Financed Property” means the portion of the Project being financed with the proceeds of the
Bonds as described on Exhibit C.
“Gross Proceeds” means (a) sale proceeds (any amounts actually or constructively received by
the City from the sale of the Bonds, including amounts used to pay underwriting discount or fees, but
excluding pre-issuance accrued interest), (b) Investment proceeds (any amounts received from investing
sale proceeds, or other Investment proceeds ), (c) any amounts held in a sinking fund for the Bonds, (d)
any amounts held in a pledged fund or reserve fund for the Bonds, and (e) any other replacement
proceeds. Specifically, Gross Proceeds includes (but is not limited to) amounts held in the following
funds and accounts:
(1) Project Fund.
(2) Debt Service Account.
3
In addition, the term “Gross Proceeds” includes sale proceeds of the Bonds deposited with UMB
Bank, N.A., as paying agent for the Bonds, and used to pay costs of issuing the Bonds and Investment
earnings thereon.
“Guaranteed Investment Contract” is any Investment with specifically negotiated withdrawal
or reinvestment provisions and a specifically negotiated interest rate, including any agreement to supply
Investments on two or more future dates (e.g., a forward supply contract).
“Investment” means any security, obligation, annuity contract or other investment-type property
that is purchased directly with, or otherwise allocated to, Gross Proceeds. This term does not include a
tax-exempt bond, except for “specified private activity bonds” as defined in Code § 57(a)(5)(C), but it
does include the investment element of most interest rate caps.
“IRS” means the United States Internal Revenue Service.
“Issue Date” means August 30, 2023.
“Management or Service Agreement” means a legal agreement defined in Regulations § 1.141-
3(b) as a management, service, or incentive payment contract with an entity that provides services
involving all or a portion of any function of the Financed Property, such as a contract to manage the entire
Financed Property or a portion of the Financed Property. Contracts for services that are solely incidental
to the primary governmental function of the Financed Property (for example, contracts for janitorial,
office equipment repair, billing or similar services); however, are not treated as Management or Service
Agreements.
“Measurement Period” means, with respect to each item of property financed as part of the
Financed Property, the period beginning on the later of (a) the Issue Date or (b) the date the property is
placed in service and ending on the earlier of (1) the final maturity date of the Bonds or (2) the end of the
expected economic useful life of the property.
“Minor Portion” means $100,000.
“Municipal Advisor” means Piper Sandler & Co., as municipal advisor to the City.
“Net Proceeds” means when used in reference to the Bonds, the sale proceeds (excluding pre-
issuance accrued interest), less an allocable share of any proceeds deposited in a reasonably required
reserve or replacement fund, plus an allocable share of all Investment earnings on such sale proceeds.
“Non-Qualified Use” means use of Bond proceeds or the Financed Property in a trade or
business carried on by any Non-Qualified User. The rules set out in Regulations § 1.141-3 determine
whether Bond proceeds or the Financed Property are “used” in a trade or business. Generally, ownership,
a lease, or any other use that grants a Non-Qualified User a special legal right or entitlement with respect
to the Financed Property, will constitute use under Regulations § 1.141-3.
“Non-Qualified User” means any person or entity other than a Qualified User.
“Official Intent Date” means December 6, 2021, as described in Section 2.1(i) hereof.
4
“Opinion of Bond Counsel” means the written opinion of Bond Counsel to the effect that the
proposed action or the failure to act will not adversely affect the exclusion of the interest on the Bonds
from gross income for federal income tax purposes.
“Ordinance” means, collectively, Ordinance No. [___________] passed by the City Council of
the City on August 21, 2023, as supplemented by the Certificate of Final Terms dated August 21, 2023,
executed by the Mayor, as further amended and supplemented in accordance with the provisions thereof.
“Post-Issuance Tax Requirements” means those requirements related to the use of proceeds of
the Bonds, the use of the Financed Property and the investment of Gross Proceeds after the Issue Date of
the Bonds.
“Project” means all of the property being acquired, improved, constructed, renovated, and
equipped by the City using Bond proceeds and Qualified Equity, all as described on Exhibit C.
“Project Fund” means the project fund that is created and established pursuant to the Ordinance.
“Purchaser” means [Purchaser], [Purchaser City, State], as the original purchaser and
underwriter of the Bonds.
“Qualified Equity” means funds (but excluding an existing equity ownership interest in real
property or tangible personal property) that are not derived from proceeds of a tax -exempt financing that
are spent on the Project on a date that is no earlier than a date on which such expenditures would be
eligible for reimbursement by proceeds of the Bonds under Regulations § 1.150-2(d)(2) and ending not
later than the date the Project is capable of and actually used at substantially its designed level.
“Qualified Use Agreement” means any of the following:
(a) A lease or other short-term use by members of the general public who occupy the
Financed Property on a short-term basis in the ordinary course of the City’s governmental
purposes.
(b) Agreements with Qualified Users or Non-Qualified Users to use all or a portion
of the Financed Property for a period up to 200 days in length pursuant to an arrangement
whereby (1) the use of the Financed Property under the same or similar arrangements is
predominantly by natural persons who are not engaged in a trade or business and (2) the
compensation for the use is determined based on generally applicable, fair market value rates that
are in effect at the time the agreement is entered into or renewed. Any Qualified User or Non-
Qualified User using all or any portion of the Financed Property under this type of arrangement
may have a right of first refusal to renew the agreement at rates generally in effect at the time of
the renewal.
(c) Agreements with Qualified Users or Non-Qualified Users to use all or a portion
of the Financed Property for a period up to 100 days in length pursuant to arrangements whereby
(1) the use of the property by the person would be general public use but for the fact that
generally applicable and uniformly applied rates are not reasonably available to natural persons
not engaged in a trade or business, (2) the compensation for the use under the arrangement is
determined based on applicable, fair market value rates that are in effect at the time the agreement
is entered into or renewed, and (3) the Financed Property was not constructed for a principal
purpose of providing the property for use by that Qualified User or Non-Qualified User. Any
5
Qualified User or Non-Qualified User using all or any portion of the Financed Property under this
type of arrangement may have a right of first refusal to renew the agreement at rates generally in
effect at the time of the renewal.
(d) Agreements with Qualified Users or Non-Qualified Users to use all or a portion
of the Financed Property for a period up to 50 days in length pursuant to a negotiated
arm’s-length arrangement at fair market value so long as the Financed Property was not
constructed for a principal purpose of providing the property for use by that person.
“Qualified User” means a State, territory, possession of the United States, the District of
Columbia, or any political subdivision thereof, or any instrumentality of such entity, but it does not
include the United States or any agency or instrumentality of the United States.
“Reasonable Retainage” means Gross Proceeds retained by the City for reasonable business
purposes, such as to ensure or promote compliance with a construction contract; provided that such
amount may not exceed (a) for purposes of the 18-month spending test, 5% of net sale proceeds of the
Bonds on the date 18 months after the Issue Date, or (b) for purposes of the 2 -year spending test, 5% of
the Available Construction Proceeds as of the end of the 2-year spending period.
“Rebate Analyst” means Gilmore & Bell, P.C. or any successor Rebate Analyst selected pursuant
to this Tax Certificate.
“Regulations” means all Regulations issued by the U.S. Treasury Department to implement the
provisions of Code §§ 103 and 141 through 150 and applicable to the Bonds.
“Tax Certificate” means this Federal Tax Certificate as it may from time to time be amended and
supplemented in accordance with its terms.
“Tax Compliance Procedure” means the City’s Tax and Securities Compliance Policy and
Procedure, dated May 5, 2014, as it may from time to time be amended.
“Tax-Exempt Bond File” means documents and records for the Bonds, maintained by the Bond
Compliance Officer pursuant to the Tax Compliance Procedure.
“Transcript” means the Transcript of Proceedings relating to the authorization and issuance of
the Bonds.
“Yield” means yield on the Bonds, computed under Regulations § 1.148-4, and yield on an
Investment, computed under Regulations § 1.148-5.
ARTICLE II
GENERAL REPRESENTATIONS AND COVENANTS
Section 2.1. Representations and Covenants of the City. The City represents and covenants
as follows:
(a) Organization and Authority. The City (1) is a home rule charter city and political
subdivision organized and existing under the laws of the State of Missouri, and (2) has lawful power and
authority to issue the Bonds for the purposes set forth in the Ordinance, to enter into, execute and deliver
6
the Ordinance, the Bonds, and this Tax Certificate and to carry out its obligations under this Tax
Certificate and under such documents, and (3) by all necessary action has been duly authorized to execute
and deliver the Ordinance, the Bonds, and this Tax Certificate, acting by and through its duly authorized
officials.
(b) Tax-Exempt Status of Bonds–General Covenant and Allocation of Proceeds to Project.
(1) The City (to the extent within its power or direction) will not use any money on
deposit in any fund or account maintained in connection with the Bonds, whether or not such
money was derived from the proceeds of the sale of the Bonds or from any other source, in a
manner that would cause the Bonds to be “arbitrage bonds,” within the meaning of Code § 148,
and will not (to the extent within its power or direction) otherwise use or permit the use of any
Bond proceeds or any other funds of the City, directly or indirectly, in any manner, or take or
permit to be taken any other action or actions, that would cause interest on the Bonds to be
included in gross income for federal income tax purposes.
(2) The City will finance the Project with Bond proceeds and Qualified Equity. For
purposes of the covenants in this Section 2.1 relating to Non-Qualified Use of the Project, any
Non-Qualified Use shall be treated as first allocated entirely to the portion of the Project financed
with Qualified Equity, and then, but only to the extent of any excess Non-Qualified Use, to the
portion of the Project financed by Bond proceeds (that is, the Financed Property).
(c) Governmental Obligations–Use of Proceeds. Throughout the Measurement Period, all of
the Financed Property is expected to be owned by the City or another Qualified User. Throughout the
Measurement Period, no portion of the Financed Property is expected to be used in a Non-Qualified Use.
Throughout the Measurement Period, the City will not permit any Non-Qualified Use of the Financed
Property without first consulting with, and obtaining favorable advice of, Bond Counsel.
(d) Governmental Obligations–Private Security or Payment. As of the Issue Date, the City
expects that none of the principal of and interest on the Bonds will be (under the terms of the Bonds or
any underlying arrangement) directly or indirectly:
(1) secured by (i) any interest in property used or to be used for a Non-Qualified
Use, or (ii) any interest in payments in respect of such property; or
(2) derived from payments (whether or not such payments are made to the City) in
respect of property, or borrowed money, used or to be used for a Non-Qualified Use.
For purposes of the forgoing, taxes of general application, including payments in lieu of taxes, are not
treated as private payments or as private security. The City will not permit any private security or
payment with respect to the Bonds without first consulting with Bond Counsel.
(e) No Private Loan. Not more than 5% of the net proceeds of the Bonds will be loaned
directly or indirectly to any Non-Qualified User.
(f) Management or Service Agreements. As of the Issue Date, the City has no Management
or Service Agreements with Non-Qualified Users. During the Measurement Period, the City will not enter
into or renew any Management or Service Agreement with any Non-Qualified User without first
consulting with Bond Counsel.
7
(g) Leases. As of the Issue Date, the City has not entered into any leases of any portion of
the Financed Property other than Qualified Use Agreements during the Measurement Period. During the
Measurement Period, the City will not enter into or renew any lease or similar agreement or arrangement ,
other than a Qualified Use Agreement, without first consulting with Bond Counsel.
(h) Limit on Maturity of Bonds. A list of the assets included in the Project and a computation
of the “average reasonably expected economic life” is attached to this Tax Certificate as Exhibit C.
Based on this computation, the “average maturity” of the Bonds as computed by Bond Counsel, does not
exceed the average reasonably expected economic life of the Financed Property.
(i) Expenditure of Bond Proceeds; Reimbursement of Expenditures.
(1) Allocation. The City will evidence each allocation of the proceeds of the Bonds
and Qualified Equity for the Project to an expenditure in writing. No allocation will be made
more than 18 months following the later of (i) the date of the expenditure or (ii) the date the
Financed Property was placed in service.
(2) Reimbursement of Expenditures; Official Intent. On December 6, 2021, the City
Council of the City passed Ordinance No. 16193 declaring the intent of the City to finance the
Financed Property with tax-exempt bonds and to reimburse the City for expenditures made for the
Financed Property prior to the issuance of those bonds (the “Official Intent Date”). A copy of
Ordinance No. 16193 is included in the Transcript as Document No. 9. $[__________] of the
proceeds of the Bonds will be allocated to expenditures paid by the City prior to the Issue Date
and should be shown on line 45 of Form 8038-G. No portion of the Net Proceeds of the Bonds
will be used to reimburse an expenditure paid by the City more than 60 days prior to the date the
resolution was adopted. No reimbursement allocation will be made for an expenditure made more
than 3 years before the date of the reimbursement allocation.
(j) Registration Requirement. The Ordinance requires that all of the Bonds will be issued
and held in registered form within the meaning of Code § 149(a).
(k) Bonds Not Federally Guaranteed. The City will not take any action or permit any action
to be taken which would cause any Bond to be “federally guaranteed” within the meaning of Code
§ 149(b).
(l) IRS Form 8038-G. Bond Counsel will prepare Form 8038-G (Information Return for
Tax-Exempt Governmental Obligations) based on the representations and covenants of the City contained
in this Tax Certificate or otherwise provided by the City. Bond Counsel will sign the return as a paid
preparer following completion and will then deliver copies to the City for execution and for the City’s
records. The City agrees to timely execute and return to Bond Counsel the execution copy of Form 8038-
G for filing with the IRS. A copy of the “as-filed” copy along with proof of filing will be included as
Exhibit B. The City has allocated $[_____________] of the Net Proceeds of the Bonds to reimburse
expenditures made prior to the Issue Date and that amount should be reflected on Line 4 5a of Form 8038-
G. A list of expenditures to be reimbursed is included as part of Exhibit C.
(m) Hedge Bonds. At least 85% of the net sale proceeds (the sale proceeds of the Bonds less
any sale proceeds invested in a reserve fund) of the Bonds will be used to carry out the governmental
purpose of the Bonds within 3 years after the Issue Date, and not more than 50% of the proceeds of the
Bonds will be invested in Investments having a substantially guaranteed Yield for 4 years or more.
8
(n) Compliance with Future Tax Requirements. The City understands that the Code and the
Regulations may impose new or different restrictions and requirements on the City in the future. The City
will comply with such future restrictions that are necessary to maintain the exclusion of the interest on the
Bonds from gross income for federal income tax purposes.
(o) Single Issue; No Other Issues. The Bonds constitute a single “issue” under Regulations
§ 1.150-1(c). No other debt obligations of the City (1) are being sold within 15 days of the sale of the
Bonds, (2) are being sold under the same plan of financing as the Bonds, and (3) are expected to be paid
from substantially the same source of funds as the Bonds (disregarding guarantees from unrelated
parties).
(p) Interest Rate Swap. As of the Issue Date, the City has not entered into an interest rate
swap agreement or any other similar arrangement designed to modify its interest rate risk with respect to
the Bonds. The City will not enter into any such arrangement in the future without first consulting with
Bond Counsel.
(q) Guaranteed Investment Contract. As of the Issue Date, the City does not expect to enter
into a Guaranteed Investment Contract for any Gross Proceeds of the Bonds. The City will be responsible
for complying with Section 4.4(d) if it decides to enter into a Guaranteed Investment Contract at a later
date.
(r) Bank Qualified Tax-Exempt Obligation. The City designates the Bonds as “qualified tax-
exempt obligations” under Code § 265(b)(3), and with respect to this designation certifies as follows:
(1) the City reasonably anticipates that the amount of tax-exempt obligations (other
than private activity bonds that are not qualified 501(c)(3) bonds) that will be issued by or on
behalf of the City (and all subordinate entities of the City) during the calendar year that the Bonds
are issued, including the Bonds, will not exceed $10,000,000; and
(2) the City (including all subordinate entities of the City) will not issue tax-exempt
obligations (other than private activity bonds that are not qualified 501(c)(3) bonds) during the
calendar year that the Bonds are issued, including the Bonds, in an aggregate principal amount or
aggregate issue price in excess of $10,000,000, without first obtaining advice of Bond Counsel
that the designation of the Bonds as “qualified tax-exempt obligations” will not be adversely
affected.
.
Section 2.2. Survival of Representations and Covenants. All representations, covenants
and certifications contained in this Tax Certificate or in any certificate or other instrument delivered by
the City under this Tax Certificate, will survive the execution and delivery of such documents and the
issuance of the Bonds, as representations of facts existing as of the date of execution and delivery of the
instruments containing such representations. The foregoing covenants of this Section will remain in full
force and effect notwithstanding the defeasance of the Bonds.
9
ARTICLE III
ARBITRAGE CERTIFICATIONS AND COVENANTS
Section 3.1. General. The purpose of this Article III is to certify, under Regulations § 1.148-
2(b), the City’s expectations as to the sources, uses and investment of Bond proceeds and other money, in
order to support the City’s conclusion that the Bonds are not arbitrage bonds. The person executing this
Tax Certificate on behalf of the City is an officer of the City responsible for issuing the Bonds.
Section 3.2. Reasonable Expectations. The facts, estimates and expectations set forth in this
Article III are based upon and in reliance upon the City’s understanding of the documents and certificates
that comprise the Transcript, and the representations, covenants and certifications of the parties contained
therein. To the City’s knowledge, the facts and estimates set forth in this Tax Certificate are accurate, and
the expectations of the City set forth in this Tax Certificate are reasonable. The City has no knowledge
that would cause it to believe that the representations, warranties and certifications described in this Tax
Certificate are unreasonable or inaccurate or may not be relied upon.
Section 3.3. Purposes of the Financing. The Bonds are being issued for the purpose of
providing funds to (a) finance costs of extending and improving the City’s sewerage system and (b) pay
certain costs of issuing the bonds.
Section 3.4. Funds and Accounts. The following funds and accounts have been created and
established under the Ordinance:
• Project Fund.
• Revenue Fund.
• Operation and Maintenance Account.
• Debt Service Account.
• Depreciation and Replacement Account.
• Surplus Account.
Section 3.5. Amount and Use of Bond Proceeds and Other Money.
(a) Amount of Bond Proceeds. The total proceeds to be received by the City from the sale of
the Bonds will be as follows:
Principal Amount $4,000,000.00
Original Issue Premium
Less Underwriting Discount
Total Proceeds Received by City
(b) Use of Bond Proceeds. The Bond proceeds are expected to be allocated to expenditures
as follows:
(a) $[_____________] of Bond proceeds will be deposited with UMB Bank, N.A.,
as paying agent for the Bonds, and will be used to pay costs of issuing the Bonds on behalf of ,
and at the direction of, the City. Any amounts not used to pay costs of issuing the Bonds will be
transferred to the City and deposited in the Project Fund within 30 days of the Issue Date.
10
(a) the remaining $[_____________] of Bond proceeds will be deposited with the
City in the Project Fund and will be used by the City to pay costs of the Project.
Section 3.6. Multipurpose Issue. [Reserved]
Section 3.7. No Current Refunding. No proceeds of the Bonds will be used to pay principal
of or interest on any other debt obligation.
Section 3.8. Project Completion. The City has incurred, or will incur within 6 months after
the Issue Date, a substantial binding obligation to a third party to spend at least 5% of the Net Proceeds of
the Bonds on the Financed Property. The completion of the Financed Property and the allocation of the
Net Proceeds of the Bonds to expenditures will proceed with due diligence. At least 85% of the Net
Proceeds of the Bonds will be allocated to expenditures on the Financed Property within 3 years after the
Issue Date.
Section 3.9. Sinking Funds. The City is required to make periodic payments in amounts
sufficient to pay the principal of and interest on the Bonds. These payments will be deposited into the
Debt Service Account. Except for the Debt Service Account, no sinking fund or other similar fund that is
expected to be used to pay principal of or interest on the Bonds has been established or is expected to be
established. The Debt Service Account is used primarily to achieve a proper matching of revenues with
principal and interest payments on the Bonds within each Bond Year, and the City expects that the Debt
Service Account will qualify as a Bona Fide Debt Service Fund.
Section 3.10. Reserve, Replacement and Pledged Funds.
(a) Debt Service Reserve Fund. No reserve or replacement fund has been established for the
Bonds.
(b) No Other Replacement or Pledged Funds. None of the Bond proceeds will be used as a
substitute for other funds that were intended or earmarked to pay costs of the Financed Property, and that
instead has been or will be used to acquire higher yielding Investments. Except for the Debt Service
Account, there are no other funds pledged or committed in a manner that provides a reasonable assurance
that such funds would be available for payment of the principal of or interest on the Bonds if the City
encounters financial difficulty.
Section 3.11. Purpose Investment Yield. The proceeds of the Bonds will not be used to
purchase an Investment for the purpose of carrying out the governmental purpose of the financing.
Section 3.12. Issue Price and Yield on Bonds.
(a) Issue Price. Based on the Purchaser’s certifications in the Purchaser’s Receipt for Bonds
and Closing Certificate and the Municipal Advisor’s certifications in the Municipal Advisor’s Closing
Certificate, the City hereby elects to establish the issue prices of the Bonds pursuant to Regulations §
1.148-1(f)(2)(iii) (relating to the so-called “competitive sales rule”). Therefore, the aggregate issue price
of the Bonds for such purpose is $[_____________].
11
(b) Bond Yield. Based on the issue price, the Yield on the Bonds is [___________]%, as
computed by Bond Counsel and shown on Exhibit A. The City has not entered into an interest rate swap
agreement with respect to any portion of the proceeds of the Bonds.
Section 3.13. Miscellaneous Arbitrage Matters.
(a) No Abusive Arbitrage Device. The Bonds are not and will not be part of a transaction or
series of transactions that has the effect of (1) enabling the City to exploit the difference between tax-
exempt and taxable interest rates to gain a material financial advantage, and (2) overburdening the tax-
exempt bond market.
(b) No Over-Issuance. The sale proceeds of the Bonds, together with expected Investment
earnings thereon and other money contributed by the City, do not exceed the cost of the governmental
purpose of the Bonds as described above.
Section 3.14. Conclusion. On the basis of the facts, estimates and circumstances set forth in
this Tax Certificate, the City does not expect that the Bond proceeds will be used in a manner that would
cause any Bond to be an “arbitrage bond” within the meaning of Code § 148 and the Regulations.
ARTICLE IV
POST-ISSUANCE TAX REQUIREMENTS, POLICIES AND PROCEDURES
Section 4.1. General.
(a) Purpose of Article. The purpose of this Article IV is to supplement the Tax Compliance
Procedure and to set out specific policies and procedures governing compliance with the federal income
tax requirements that apply after the Bonds are issued. The City recognizes that interest on the Bonds
will remain excludable from gross income only if the Post-Issuance Tax Requirements are followed after
the Issue Date. The City further acknowledges that written evidence substantiating compliance with the
Post-Issuance Tax Requirements must be retained in order to permit the Bonds to be refinanced with tax-
exempt obligations and substantiate the position that interest on the Bonds is exempt from gross income
in the event of an audit of the Bonds by the IRS.
(b) Written Policies and Procedures of the City. The City intends for the Tax Compliance
Procedure, as supplemented by this Tax Certificate, to be its primary written policies and procedures for
monitoring compliance with the Post-Issuance Tax Requirements for the Bonds and to supplement any
other formal policies and procedures related to tax compliance that the City has established. The
provisions of this Tax Certificate are intended to be consistent with the Tax Compliance Procedure. In the
event of any inconsistency between the Tax Compliance Procedure and this Tax Certificate, the terms of
this Tax Certificate will govern.
(c) Bond Compliance Officer. The City when necessary to fulfill its Post-Issuance Tax
Requirements will, through its Bond Compliance Officer, sign Form 8038 -T in connection with the
payment of arbitrage rebate or Yield reduction amounts, participate in any federal income tax audit of the
Bonds or related proceedings under a voluntary compliance agreement procedures (VCAP) or undertake a
remedial action procedure pursuant to Regulations § 1.141-12. In each case, all costs and expenses
incurred by the City shall be treated as a reasonable cost of administering the Bonds, and the City shall be
12
entitled to reimbursement and recovery of its costs to the same extent as provided in the Ordinance or
State law.
Section 4.2. Record Keeping; Use of Bond Proceeds and Use of Financed Property.
(a) Record Keeping. The Bond Compliance Officer will maintain the Tax-Exempt Bond File
for the Bonds in accordance with the Tax Compliance Procedure. Unless otherwise specifically instructed
in advice or a written Opinion of Bond Counsel or to the extent otherwise provided in this Tax Certificate,
the Bond Compliance Officer shall retain records related to the Post-Issuance Tax Requirements until 3
years following the final maturity of (1) the Bonds or (2) any obligation issued to refund the Bonds. Any
records maintained electronically must comply with Section 4.01 of Revenue Procedure 97-22, which
generally provides that an electronic storage system must (i) ensure an accurate and complete transfer of
the hardcopy records which indexes, stores, preserves, retrieves and reproduces the electronic records, (ii)
include reasonable controls to ensure integrity, accuracy and reliability of the electronic storage system
and to prevent unauthorized alteration or deterioration of electronic records, (iii) exhibit a high degree of
legibility and readability both electronically and in hardcopy, (iv) provide support for other books and
records of the City and (v) not be subject to any agreement that would limit the ability of the IRS to
access and use the electronic storage system on the City’s premises.
(b) Accounting and Allocation of Bond Proceeds and Qualified Equity to Expenditures.
Proceeds of the Bonds will be used as described Section 3.5. The Bond Compliance Officer will account
for the investment and expenditure of Bond proceeds in the level of detail required by the Tax
Compliance Procedure. The expected allocation of Bond proceeds and Qualified Equity to Project
expenditures is set forth on Exhibit C. The Bond Compliance Officer will supplement this expected
allocation with a Final Written Allocation as required by the Tax Compliance Procedure. A sample form
of Final Written Allocation is attached as Exhibit E.
(c) Annual Compliance Checklist. Attached as Exhibit D is a sample Annual Compliance
Checklist for the Bonds. The Bond Compliance Officer will prepare and complete an Annual Compliance
Checklist for the Financed Property at least annually in accordance with the Tax Compliance Procedure.
If the Annual Compliance Checklist identifies a deficiency in compliance with the requirements of this
Tax Certificate, then the Bond Compliance Officer will take the actions identified in advice of Bond
Counsel or as described in the Tax Compliance Procedure to correct any deficiency.
(d) Advice and Opinions of Bond Counsel. The Bond Compliance Officer is responsible for
obtaining and delivering to the District any advice or Opinion of Bond Counsel required under the
provisions of this Tax Certificate, including any advice or Opinion of Bond Counsel required by this Tax
Certificate or the Annual Compliance Checklist.
Section 4.3. Temporary Periods/Yield Restriction. Except as described below, the City will
not invest Gross Proceeds at a Yield greater than the Yield on the Bonds:
(a) Project Fund and Bond Proceeds Used to Pay Costs of Issuance. Bond proceeds
deposited in the Project Fund together with Bond proceeds deposited with UMB Bank, N.A., as paying
agent for the Bonds, and used to pay costs of issuing the Bonds and Investment earnings on those
proceeds may be invested without Yield restriction for up to 3 years following the Issue Date. If any
unspent proceeds remain in these funds or accounts more than 3 years after the Issue Date, then those
amounts may continue to be invested without Yield restriction so long as the City pays to the IRS all
Yield reduction payments in accordance with Regulations § 1.148-5(c). These payments are required
13
whether or not the Bonds are exempt from the arbitrage rebate and Yield reduction amounts requirements
of Code § 148.
(b) Debt Service Fund. To the extent that the Debt Service Account qualifies as a Bona Fide
Debt Service Fund, money in such account may be invested without Yield restriction for 13 months after
the date of deposit. Earnings on such amounts may be invested without Yield restriction for 1 year after
the date of receipt of such earnings.
(c) Minor Portion. In addition to the amounts described above, Gross Proceeds not
exceeding the Minor Portion may be invested without Yield restriction.
Section 4.4. Procedures for Establishing Fair Market Value.
(a) General. No Investment may be acquired with Gross Proceeds for an amount (including
transaction costs) in excess of the fair market value of such Investment, or sold or otherwise disposed of
for an amount (including transaction costs) less than the fair market value of the Investment. The fair
market value of any Investment is the price a willing buyer would pay to a willing seller to acquire the
Investment in a bona fide, arm’s-length transaction. Fair market value will be determi ned in accordance
with Regulations § 1.148-5.
(b) Established Securities Market. Except for Investments purchased for a Yield-restricted
defeasance escrow, if an Investment is purchased or sold in an arm’s-length transaction on an established
securities market (within the meaning of Code § 1273), the purchase or sale price constitutes the fair
market value. Where there is no established securities market for an Investment, market value must be
established using 1 of the paragraphs below. The fair market value of Investments purchased for a Yield-
restricted defeasance escrow must be determined in a bona fide solicitation for bids that complies with
Regulations § 1.148-5.
(c) Certificates of Deposit. The purchase price of a certificate of deposit (a “CD”) is treated
as its fair market value on the purchase date if (1) the CD has a fixed interest rate, a fixed payment
schedule, and a substantial penalty for early withdrawal, (2) the Yield on the CD is not less than the Yield
on reasonably comparable direct obligations of the United States, and (3) the Yield is not less than the
highest Yield published or posted by the CD issuer to be currently available on reasonably comparable
CDs offered to the public.
(d) Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment
Contract is treated as its fair market value on the purchase date if all of the following requirements are
met:
(1) Bona Fide Solicitation for Bids. The City makes a bona fide solicitation for the
Guaranteed Investment Contract, using the following procedures:
(i) The bid specifications are in writing and are timely forwarded to
potential providers, or are made available on an internet website or other similar
electronic media that is regularly used to post bid specifications to potential bidders. A
writing includes a hard copy, a fax, or an electronic e-mail copy.
14
(ii) The bid specifications include all “material” terms of the bid. A term is
material if it may directly or indirectly affect the Yield or the cost of the Guaranteed
Investment Contract.
(iii) The bid specifications include a statement notifying potential providers
that submission of a bid is a representation (A) that the potential provider did not consult
with any other potential provider about its bid, (B) that the bid was determined without
regard to any other formal or informal agreement that the potential provider has with the
City or any other person (whether or not in connection with the bond issue), and (C) that
the bid is not being submitted solely as a courtesy to the City or any other person, for
purposes of satisfying the requirements of the Regulations.
(iv) The terms of the bid specifications are “commercially reasonable.” A
term is commercially reasonable if there is a legitimate business purpose for the term
other than to increase the purchase price or reduce the yield of the Guaranteed Investment
Contract.
(v) The terms of the solicitation take into account the City’s reasonably
expected deposit and draw-down schedule for the amounts to be invested.
(vi) All potential providers have an equal opportunity to bid. If the bidding
process affords any opportunity for a potential provider to review other bids before
providing a bid, then providers have an equal opportunity to bid only if all potential
providers have an equal opportunity to review other bids. Thus, no potential provider
may be given an opportunity to review other bids that is not equally given to all potential
providers (that is no exclusive “last look”).
(vii) At least 3 “reasonably competitive providers” are solicited for bids. A
reasonably competitive provider is a provider that has an established industry reputation
as a competitive provider of the type of Investments being purchased.
(2) Bids Received. The bids received must meet all of the following requirements:
(i) At least 3 bids are received from providers that were solicited as
described above and that do not have a “material financial interest” in the issue. For this
purpose, (A) a lead underwriter in a negotiated underwriting transaction is deemed to
have a material financial interest in the issue until 15 days after the Issue Date of the
issue, (B) any entity acting as a financial advisor with respect to the pur chase of the
Guaranteed Investment Contract at the time the bid specifications are forwarded to
potential providers has a material financial interest in the issue, and (C) a provider that is
a related party to a provider that has a material financial interest in the issue is deemed to
have a material financial interest in the issue.
(ii) At least 1 of the 3 bids received is from a reasonably competitive
provider, as defined above.
(iii) If an agent or broker is used to conduct the bidding process, the agent or
broker did not bid to provide the Guaranteed Investment Contract.
15
(3) Winning Bid. The winning bid is the highest yielding bona fide bid (determined
net of any broker ’s fees).
(4) Fees Paid. The obligor on the Guaranteed Investment Contract certifies the
administrative costs that it pays (or expects to pay, if any) to third parties in connection with
supplying the Guaranteed Investment Contract.
(5) Records. The City retains the following records with the Bond documents until 3
years after the last outstanding Bond is redeemed:
(i) A copy of the Guaranteed Investment Contract.
(ii) The receipt or other record of the amount actually paid for the
Guaranteed Investment Contract, including a record of any administrative costs paid by
the City, and the certification as to fees paid, described in paragraph (d)(4) above.
(iii) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results.
(iv) The bid solicitation form and, if the terms of Guaranteed Investment
Contract deviated from the bid solicitation form or a submitted bid is modified, a brief
statement explaining the deviation and stating the purpose for the deviation.
(e) Other Investments. If an Investment is not described above, the fair market value may be
established through a competitive bidding process, as follows:
(1) at least 3 bids on the Investment must be received from persons with no financial
interest in the Bonds (e.g., as underwriters or brokers); and
(2) the Yield on the Investment must be equal to or greater than the Yield offered
under the highest bid.
Section 4.5. Bonds Exempt from Rebate.
(a) The Bonds Qualify as a Rebate-Exempt Small Issue.
(1) the City is a governmental unit under State law with general taxing powers;
(2) no Bond is a “private activity bond” as defined in Code § 141;
(3) 95% or more of the net proceeds of the Bonds are to be used for local
governmental activities of the City; and
(4) the aggregate face amount of all tax-exempt bonds (other than private activity
bonds), and qualified tax credit bonds as defined in Code § 54A(d)(1) to be issued by the City
during the current calendar year is not reasonably expected to exceed $5,000,000. The City
understands that, for this purpose: (i) the City and all entities which issue bonds on behalf of the
City are treated as one issuer; (ii) all bonds issued by an entity subordinate to the City are treated
as issued by the City; and (iii) bonds issued by the City to currently refund any other bond are not
16
taken into account to the extent that the amount of the refunding bonds does not exceed the
outstanding amount of the refunded obligations.
(b) Conclusion as to Small Issuer Exemption. Based on these certifications, Bond Counsel
has advised the City that the Bonds are exempt from the arbitrage rebate requirements of Code § 148(f),
under the small-issuer exception set forth in Code § 148(f)(4)(D).
Section 4.6. Filing Requirements. The City will file or cause to be filed with the IRS such
reports or other documents as are required by the Code in accordance with advice of Bond Counsel.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1. Term of Tax Certificate. This Tax Certificate will be effective concurrently
with the issuance and delivery of the Bonds and will continue in force and effect until the principal of,
redemption premium, if any, and interest on all Bonds have been fully paid and all such Bonds are
cancelled; provided that, the provisions of Article IV of this Tax Certificate regarding payment of
arbitrage rebate and yield reduction amounts and all related penalties and interest will remain in effect
until all such amounts are paid to the United States and the provisions of Section 4.2 relating to record
keeping shall continue in force for the period described therein for records to be retained.
Section 5.2. Amendments. This Tax Certificate may be amended from time to time by the
parties to this Tax Certificate without notice to or the consent of any of the Bondowners, but only if such
amendment is in writing and is accompanied by an Opinion of Bond Counsel to the effect that, under then
existing law, assuming compliance with this Tax Certificate as so amended such amendment will not
cause interest on any Bond to be included in gross income for federal income tax purposes. No such
amendment will become effective until the City receives this Opinion of Bond Counsel.
Section 5.3. Opinion of Bond Counsel. The City may deviate from the provisions of this
Tax Certificate if furnished with an Opinion of Bond Counsel to the effect that the proposed deviation will
not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax
purposes. The City will comply with any further or different instructions provided in an Opinion of Bond
Counsel to the effect that the further or different instructions need to be complied with in order to
maintain the validity of the Bonds or the exclusion from gross income of interest on the Bonds.
Section 5.4. Reliance. In delivering this Tax Certificate the City is making only those
certifications, representations and agreements as are specifically attributed to it in this Tax Certificate.
The City is not aware of any facts or circumstances which would cause it to question the accuracy of the
facts, circumstances, estimates or expectations of any other party providing certifications as part of this
Tax Certificate and, to the best of its knowledge, those facts, circumstances, estimates and expectations
are reasonable. The City understands that its certifications will be relied upon by the law firm of Gilmore
& Bell, P.C., in rendering its opinion as to the validity of the Bonds and the exclusion from federal gross
income of the interest on the Bonds.
17
Section 5.5. Severability. If any provision in this Tax Certificate or in the Bonds is
determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not be affected or impaired.
Section 5.6. Benefit of Agreement. This Tax Certificate is binding upon the City its
respective successors and assigns, and inures to the benefit of the parties to this Tax Certificate and the
Owners of the Bonds. Nothing in this Tax Certificate or in the Ordinance or the Bonds, express or
implied, gives to any person, other than the parties to this Tax Certificate, their successors and assigns,
and the Owners of the Bonds, any benefit or any legal or equitable right, remedy or claim under this Tax
Certificate.
Section 5.7. Default, Breach and Enforcement. Any misrepresentation of a party contained
herein or any breach of a covenant or agreement contained in this Tax Certificate may be pursued by the
Bondowners pursuant to the terms of the Ordinance or any other document which references this Tax
Certificate and gives remedies for a misrepresentation or breach thereof.
Section 5.8. Execution in Counterparts. This Tax Certificate may be executed in any
number of counterparts, each of which so executed will be deemed to be an original, but all such
counterparts will together constitute the same instrument.
Section 5.9. Governing Law. This Tax Certificate will be governed by and construed in
accordance with the laws of the State of Missouri.
Section 5.10. Electronic Transactions. The transaction described in this Tax Certificate may
be conducted, and related documents may be sent, stored and received by electronic means.
[Remainder of this page intentionally left blank.]
Federal Tax Certificate
Sewerage System Revenue Bonds
Series 2023
S-1
IN WITNESS WHEREOF, the undersigned Mayor of the City, by their execution of this Tax
Certificate hereby makes the foregoing certifications, representations, and agreements contained in this
Tax Certificate on behalf of the City, as of the Issue Date of the Bonds.
CITY OF JEFFERSON, MISSOURI
By:
Title: Mayor
A-1
EXHIBIT A
TO FEDERAL TAX CERTIFICATE
DEBT SERVICE SCHEDULE AND PROOF OF BOND YIELD
[See Attached]
EXHIBIT B
TO FEDERAL TAX CERTIFICATE
IRS FORM 8038-G
[See Attached]
EXHIBIT C
TO FEDERAL TAX CERTIFICATE
DESCRIPTION OF PROPERTY COMPRISING THE PROJECT, FINANCED PROPERTY [,
AND LIST OF REIMBURSEMENT EXPENDITURES]
[See Attached]
EXHIBIT D
TO FEDERAL TAX CERTIFICATE
SAMPLE ANNUAL COMPLIANCE CHECKLIST
Name of Tax-Exempt Bonds (“Bonds”)
Financing the Financed Property:
$4,000,000 Sewerage System Revenue Bonds
Series 2023
Issue Date of Bonds: August 30, 2023
Placed in Service Date of Project:
Name of Bond Compliance Officer:
Period Covered by Request (“Annual Period”):
Item Question Response
1
Ownership
Was the entire Financed Property (sewerage system) owned by
the City during the entire Annual Period?
Yes
No
If answer above was “No,” was advice of Bond Counsel
obtained prior to the transfer?
If Yes, include a description of the advice in the Tax-
Exempt Bond File.
If No, contact Bond Counsel and include description of
resolution in the Tax-Exempt Bond File.
Yes
No
Item Question Response
2
Leases &
Other Rights
to Possession
During the Annual Period, was any part of the Financed
Property (sewerage system) leased at any time pursuant to a
lease or similar agreement for more than 50 days?
Yes
No
If answer above was “Yes,” was advice of Bond Counsel
obtained prior to entering into the lease or other arrangement?
If Yes, include a description of the advice in the Tax-
Exempt Bond File.
If No, contact Bond Counsel and include description of
resolution in the Tax-Exempt Bond File.
Yes
No
-2-
Item Question Response
3
Management
or Service
Agreements
During the Annual Period, has the management of all or any
part of the operations of the Financed Property (sewerage
system) been assumed by or transferred to another entity?
Yes
No
If answer above was “Yes,” was advice of Bond Counsel
obtained prior to entering into the Management or Service
Agreement?
If Yes, include a description of the advice in the Tax-
Exempt Bond File.
If No, contact Bond Counsel and include description of
resolution in the Tax-Exempt Bond File.
Yes
No
Item Question Response
4
Other Use
Was any other agreement entered into with an individual or
entity that grants special legal rights to any of the Financed
Property (sewerage system) other than standard user fees and
charges?
Yes
No
If answer above was “Yes,” was advice of Bond Counsel
obtained prior to entering into the agreement?
If Yes, include a description of the advice in the Tax-
Exempt Bond File.
If No, contact Bond Counsel and include description of
resolution in the Tax-Exempt Bond File.
Yes
No
Bond Compliance Officer: ____________________________
Date Completed: ____________________________
EXHIBIT E
TO FEDERAL TAX CERTIFICATE
SAMPLE FINAL WRITTEN ALLOCATION
$4,000,000
City of Jefferson, Missouri
Sewerage System Revenue Bonds
Series 2023
Final Written Allocation
The undersigned is the Bond Compliance Officer of the City of Jefferson, Missouri (the “City”)
and in that capacity is authorized to execute federal income tax returns required to be filed by the City and
to make appropriate elections and designations regarding federal income tax matters on behalf of the City.
This allocation of the proceeds of the bond issue referenced above (the “Bonds”) is necessary for the City
to satisfy ongoing reporting and compliance requirements under federal income tax laws.
Purpose. This document, together with the schedules and records referred to below, is intended
to memorialize allocations of Bond proceeds to expenditures for purposes of §§ 141 and 148 of the
Internal Revenue Code (the “Code”). All allocations are or were previously made no later than 18
months following the date the expenditure was made by the City or, if later, the date the “project” was
“placed in service” (both as defined below), and no later than 60 days following the 5th anniversary of the
issue date of the Bonds.
Background. The Bonds were issued on August 30, 2023 (the “Issue Date”), by the City. The
Bonds were issued in order to provide funds to extend and improve the City’s sewerage system as
authorized by the voters of the City at an election held on April 5, 2022 (the “Project”). The Bonds were
issued pursuant to an Ordinance passed by the City Council of the City on August 21, 2023, and a
Certificate of Final Terms dated August 21, 2023, executed by the Mayor. Proceeds of the Bonds in the
amount of $[______________] were deposited with UMB Bank, N.A., as paying agent for the Bonds, and
used to pay cost of issuance on behalf of the City and the remaining proceeds of the Bonds in the amount
of $[______________] were deposited into the Project Fund and used to pay costs of the Project.
Sources Used to Fund Project Costs and Allocation of Proceeds to Project Costs. A portion of
the costs of the Project was paid from sale proceeds of the Bonds and the remaining portion of the costs of
the Project was paid from earnings from the investment of bond sale proceeds as shown on Schedule 1 to
this Final Written Allocation.
Identification of Financed Assets. The portions of the Project financed from Bond proceeds (i.e.,
the “Financed Property” referenced in the Federal Tax Certificate) are listed on page 1 of Schedule 2 to
this Final Written Allocation.
Identification and Timing of Expenditures for Arbitrage Purposes. For purposes of complying
with the arbitrage rules, the City allocates the proceeds of the Bonds to the various expenditures described
in the invoices, requisitions or other substantiation attached as Schedule 2 to this Final Written
Allocation. In each case, the cost requisitioned was either paid directly to a third party or reimbursed the
City for an amount it had previously paid or incurred. Amounts received from the sale of the Bonds and
-2-
retained as underwriter’s discount are allocated to that purpose and spent on the Issue Date. Amounts
allocated to interest expense are treated as paid on the interest payment dates for the Bonds.
Placed In Service. The Project was “placed in service” on the date set out on Schedule 2 to this
Final Written Allocation. For this purpose, the assets are considered to be “placed in service” as of the
date on which, based on all the facts and circumstances: (a) the constructing and equipping of the asset
has reached a degree of completion which would permit its operation at substantially its design level; and
(b) the asset is, in fact, in operation at that level.
This allocation has been prepared based on statutes and regulations existing as of this date. The
City reserves the right to amend this allocation to the extent permitted by future Treasury Regulations or
similar authorities.
CITY OF JEFFERSON, MISSOURI
By: ____________________
Title: ____________________
Dated: ____________________
Name of Legal Counsel/Law Firm Reviewing Final Written Allocation:
________________________________________________________
Date of Review: __________________________________________
SCHEDULE 1
TO FINAL WRITTEN ALLOCATION
ALLOCATION OF SOURCES AND USES
SCHEDULE 2
TO FINAL WRITTEN ALLOCATION
IDENTIFICATION OF PROJECT ASSETS
&
DETAILED LISTING OF EXPENDITURES