HomeMy Public PortalAboutORD16425ORDINANCE NO.
BILL NO. 2023-085 SUBSTITUTE
SPONSORED BY Councilmember Spencer
/61/25
AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $14,132,000
PRINCIPAL AMOUNT OF SEWERAGE SYSTEM REVENUE BOND (STATE OF MISSOURI
— DIRECT LOAN PROGRAM) SERIES 2024; PRESCRIBING THE FORM AND DETAILS OF
THE BOND; AND AUTHORIZING CERTAIN OTHER ACTIONS AND DOCUMENTS IN
CONNECTION THEREWITH.
WHEREAS, the City of Jefferson, Missouri (the "City") is a home rule constitutional charter city
and political subdivision organized and existing under the constitution and laws of the State of Missouri;
and
WHEREAS, the City now owns and operates a revenue producing sewerage system, serving the
City, its inhabitants and others within its service area, including connected and related appurtenances and
facilities and extensions, improvements, additions and enlargements made or acquired by the City after the
date of this Ordinance (the "System"); and
WHEREAS, the City desires to finance certain improvements to the System (collectively, the
"Project"); and
WHEREAS, to provide for the most cost-effective method of financing the Project, the City desires
to participate in the State of Missouri Clean Water State Revolving Fund Direct Loan Program (the "CWSRF
Direct Loan Program") of the Missouri Department of Natural Resources ("DNR") and the Clean Water
Commission of the State of Missouri (the "Commission"); and
WHEREAS, in connection with the Project, the Commission has approved a loan to the City to be
made by DNR pursuant to a Purchase Agreement (the "Purchase Agreement") by and between the City and
DNR (the "Loan"); and
WHEREAS, in order to evidence the Loan, it is hereby found and determined that it is necessary
and advisable and in the best interest of the City and its inhabitants that the City issue its Sewerage System
Revenue Bond (State of Missouri — Direct Loan Program — Design Phase) Series 2024 (the "Bond") in the
maximum principal amount of $14,132,000 pursuant to this Ordinance; and
WHEREAS, the City is authorized under Chapter 250 of the Revised Statutes of Missouri, as
amended (the "Act"), to issue and sell revenue bonds for the purpose of paying all or part of the cost of
extending and improving the System, with the cost of operation and maintenance of the System and the
principal of and interest on such revenue bonds payable solely from the Net Revenues (as defined herein);
and
WHEREAS, pursuant to the Act, a special bond election was duly held in the City on April 5, 2022
(the "Election") and it was found and determined that more than a simple majority of the qualified electors of
the City voting on the question had voted in favor of the issuance of revenue bonds to finance the costs of
extending and improving the System; and
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WHEREAS, $4,000,000 of the revenue bonds authorized at the Election have been issued and the
City finds and determines that it is necessary and advisable and in the best interest of the City and of its
inhabitants to issue an additional amount not to exceed $14,132,000 of the revenue bonds so authorized;
and
WHEREAS, the City has previously issued and has outstanding one or more series of bonds or
obligations payable solely from, and secured by a pledge of, Net Revenues (collectively, the “Outstanding
Parity Bonds”) pursuant to one or more ordinances (collectively, the “Outstanding Parity Bonds
Ordinance”), all as further identified in Exhibit C hereto; and
WHEREAS, the City, upon the issuance of the Bond, will not have outstanding any other bonds or
other obligations payable solely from, and secured by a pledge of, Net Revenues other than the Bond and
the Outstanding Parity Bonds; and
WHEREAS, under the provisions of the Outstanding Parity Bonds Ordinance, the City is
specifically authorized to issue the Bond and may issue additional bonds payable out of Net Revenues that
are on a parity with the Outstanding Parity Bonds and the Bond, only if certain conditions are met, and such
conditions have been met to allow for the issuance of the Bond; and
WHEREAS, it is hereby found and determined that it is necessary and advisable and in the best
interest of the City and its inhabitants that the Bond be issued and secured in the form and manner provided
in this Ordinance and be sold to DNR under the CWSRF Direct Loan Program.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definition of Words and Terms. Capitalized words and terms not otherwise
defined in this Ordinance have the meanings set forth in the Purchase Agreement and the Escrow Agreement
(each as defined below). In addition to the foregoing and words and terms defined in the Recitals and
elsewhere in this Ordinance, capitalized words and terms have the following meanings in this Ordinance:
“Administrative Expense Fund” means the fund designated as such and established by Section 4 of
the Escrow Agreement. The Administrative Expense Fund does not constitute part of the CWSRF Direct
Loan Program.
“Administrative Fee” means the semiannual administrative fee of DNR equal to 0.25% of the
aggregate amount of the Bond Outstanding as of each Administrative Fee Calculation Date (including the
final maturity date of the Bond), payable to the Paying Agent within 30 days after the City’s receipt of a
statement from the Paying Agent for deposit to the Administrative Expense Fund and subsequent transfers
to DNR as described in Section 9 of the Escrow Agreement.
“Administrative Fee Calculation Date” means the Business Day preceding each Principal Payment
Date.
“Authority” means the State Environmental Improvement and Energy Resources Authority, a body
corporate and politic and a governmental instrumentality of the State.
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“Authorized Representative” means the representative of the City designated as such by the City
in accordance with the Regulations.
“BABs Interest Subsidy Payments” means any payments to be received by the City from the U.S.
Department of the Treasury under Section 54AA or Section 6431 of the Internal Revenue Code of 1986, as
amended, in connection with the payments of interest on System Revenue Bonds.
“Bond Debt Service” means the amount of the principal of and interest due on the Bond on the date
of calculation required in this Ordinance.
“Bond Register” means the books for the registration, transfer and exchange of the Bond kept at
the office of the Paying Agent.
“Bond” means the Sewerage System Revenue Bond (State of Missouri – Direct Loan Program)
Series 2024, authorized and issued under this Ordinance.
“Closing Date” means the date of the initial issuance and delivery of the Bond.
“Construction Fund” means the Construction Fund established by Section 4 of the Escrow
Agreement.
“Consultant” means the Consulting Engineer, a registered municipal advisor, an independent
certified public accountant or a firm of independent certified public accountants.
“Consulting Engineer” means an independent engineer or engineering firm with experience in
designing and constructing wastewater treatment and sanitary sewerage facilities and retained by the City.
“Cumulative Principal Amount Outstanding” means the sum of (a) the purchase price of the Bond
paid by the Owner to the Paying Agent on the Closing Date in accordance with the Purchase Agreement
and deposited into the funds pursuant to Section 403, plus (b) each additional Purchase Price Installment,
as notated on the Bond by the Paying Agent, less (c) the principal amount redeemed pursuant to Article III.
“Current Expenses” means all reasonable and necessary expenses of ownership, operation,
maintenance and repair of the System and keeping the System in good repair and working order, determined
in accordance with accounting principles generally accepted in the United States of America, including
current maintenance charges, expenses of reasonable upkeep and repairs, salaries, wages, costs of materials
and supplies, Administrative Fee, paying agent fees and expenses, annual audits, periodic Consultant’s
reports, properly allocated share of charges for insurance, the cost of purchased water, gas and power,
obligations (other than for borrowed money or for rents payable under capital leases) incurred in the
ordinary course of business, liabilities incurred by endorsement for collection or deposit of checks or drafts
received in the ordinary course of business, short-term obligations incurred and payable within a particular
Fiscal Year, obligations incurred for the purpose of leasing (pursuant to a true or operating lease) equipment,
fixtures, inventory or other personal property, and all other expenses incident to the ownership and
operation of the System, but excluding interest paid on, and swap, hedge or other interest -like payments
made with respect to, System Revenue Bonds, depreciation, amortization and other noncash charges
(including payments into the Depreciation and Replacement Account), and all general administrative
expenses of the City not related to the operation of the System.
“Debt Service Fund” means the Debt Service Fund established by Section 4 of the Escrow
Agreement.
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“Defeasance Securities” means:
(a) Federal Securities;
(b) obligations of the Resolution Funding Corporation or any successor, but only if the
use of the obligations to pay and discharge the Bond pursuant to Article X will cause the discharged
Bond to be rated in the highest long-term category by a nationally recognized securities rating
agency as designated by DNR; or
(c) obligations of any state of the United States of America or of any agency,
instrumentality or local government unit of any state that:
(i) are not callable at the option of the obligor prior to maturity or for which
irrevocable instructions have been given by the obligor to call on the date specified in the
instructions, and
(ii) are fully secured as to principal, redemption premium and interest by a
fund, consisting of cash or Federal Securities, that:
(A) may be applied only to the payment of principal, redemption
premium and interest on the obligations, and
(B) is sufficient, as verified by an independent certified public
accountant, to pay the principal, redemption premium and interest on the
obligations.
“Depreciation and Replacement Account” means the fund or account designated as such and
created or ratified by Section 401.
“Escrow Agreement” means the Escrow Trust Agreement between the City and the Paying Agent,
as supplemented, modified or amended in accordance with its terms, related to the Bond.
“Federal Securities” means any direct obligation of, or obligation the timely payment of the
principal of and interest on which is unconditionally guaranteed by, the United States of America and
backed by its full faith and credit.
“Funds Transfer Method” means electronic transfer in immediately available funds, automated
clearing house (ACH) funds, or other method approved by DNR at the written request of the City with
written notice to the Paying Agent.
“Interest Payment Date” means each January 1 and July 1, commencing July 1, 2024.
“Interest Period” means each six-month period from January 1 through June 30 and July 1 through
December 31.
“Interest Rate” means the annual rate equal to 30% of the Revenue Bond Index as published in The
Bond Buyer most recently prior to the Closing Date, rounded up to the nearest 0.01%.
“Investment Securities” means any securities or investments that are legal for the investment of
funds of the City at the time of purchase.
“Net Revenues” means Revenues less Current Expenses.
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“Operation and Maintenance Account” means the fund or account designated as such and created
or ratified by Section 401.
“Ordinance” means this Ordinance as from time to time amended in accordance with its terms.
“Outstanding” means, as of the date of determination, the Bond issued and delivered under this
Ordinance, except:
(1) any portion of the Bond canceled by the Paying Agent or delivered to the Paying
Agent for cancellation;
(2) any portion of the Bond for the payment of the principal or redemption price of
and interest on which money or Defeasance Securities are held under Section 1001;
(3) any portion of the Bond in exchange for which, or in lieu of which, another Bond
or Bonds have been registered and delivered pursuant to this Ordinance; and
(4) any portion of the Bond allegedly mutilated, destroyed, lost, or stolen and paid
under Section 208.
“Owner” means DNR or any assignee, successor or transferee of DNR.
“Parity Bonds” means the Outstanding Parity Bonds, any other bonds or other obligations issued
under Section 802 payable solely from, and secured by a pledge of, Net Revenues, and standing on a parity
with the Bond.
“Parity Bonds Ordinance” means the Outstanding Parity Bonds Ordinance and any ordinance under
which any other Parity Bonds are issued.
“Paying Agent” means UMB Bank, N.A., the paying agent and escrow agent, and its successors
and assigns acting at any time as Paying Agent and Escrow Agent under this Ordinance and the Escrow
Agreement.
“Principal Payment Date” means each January 1 and Jul y 1, commencing July 1, 2025, and any
date on which all or part of the Bond is optionally redeemed in accordance with Section 301.
“Purchase Agreement” means the Purchase Agreement between the City and DNR, as
supplemented, modified or amended in accordance with its terms, related to the Bond.
“Purchase Price Installment” means the amount paid by DNR from time to time in accordance with
Section 3.3 of the Purchase Agreement and deposited in the Construction Fund or otherwise in accordance
with Section 403.
“Quarterly Payment Date” means each March 15, June 15, September 15 and December 15,
commencing June 15, 2024.
“Record Date” means the 25th day (whether or not a Business Day) of the calendar month next
preceding the applicable Interest Payment Date.
“Repayment Fund” means the fund designated as such and established by Section 4 of the Escrow
Agreement. The Repayment Fund does not constitute part of the CWSRF Direct Loan Program.
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“Revenue Fund” means the fund or account designated as such and created or ratified by
Section 401.
“Revenues” means all income and revenues derived by the City from the System, including
investment and rental income, net proceeds from business interruption insurance, sales tax revenues and/or
other moneys that have been annually appropriated by the City or that 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 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 of investments or fixed or capital assets not in the
ordinary course of business.
“SRF Program” means the Missouri Leveraged State Drinking Water Revolving Fund Program,
the Missouri Leveraged State Water Pollution Control Revolving Fund Program, the State of Missouri
Drinking Water State Revolving Fund Direct Loan Program, and/or the State of Missouri Clean Water State
Revolving Fund Direct Loan Program.
“SRF Subsidy” means, with respect to any applicable System Revenue Bonds issued through the
SRF Program, the amount of investment earnings that will accrue on the reserve fund established for such
Bond during the Fiscal Year and allocable to the City.
“State” means the State of Missouri.
“Stated Maturity” means July 1, 2044, the final maturity date of the Bond; provided, however, that
such date shall be subject to change pursuant to Section 302 hereof and Section 3.4 of the Purchase
Agreement.
“Subsidy Payments” means funds received (or with respect to Section 802(a)(2)(B) 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 802(a)(2)(B) 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, BABs
Interest Subsidy Payments, SRF Subsidy and other payments received by the City through a federal or State
program.
“Surplus Account” means the fund or account created or ratified in Section 401.
“System Revenue Bonds” means, collectively, the Bond, the Parity Bonds and all other revenue
bonds or obligations that are payable solely from, and secured by a pledge of, the Net Revenues.
“User Charge Ordinance” means Chapter 29 of the Code of the City of Jefferson, Missouri, as
amended, supplemented or replaced.
ARTICLE II
AUTHORIZATION OF THE BOND
Section 201. Authorization of the Bond. The Bond is authorized and directed to be issued in
the Maximum Principal Amount subject to the terms and for the purposes of this Ordinance. Upon the
Completion of Funding pursuant to the Purchase Agreement, the principal amount of the Bond issued under
this Ordinance will be the Cumulative Principal Amount Outstanding as of the Completion of Funding plus
the principal amount previously redeemed pursuant to Article III. The remaining voted authorization, if
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any, under the Election will be the voted amount less the sum of the amount previously issued as described
in the Recitals and the amount issued as calculated pursuant to the preceding sentence.
Section 202. Security for the Bond.
(a) The Bond is a special, limited obligations of the City payable solely from, and secured by
a pledge of, Net Revenues. The City hereby pledges the Net Revenues to the payment of the principal of
and interest on the Bond. The Bond 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 City shall have no power to levy or collect any taxes of any kind for the
purpose of paying the principal of and interest on the Bond.
(b) The covenants and agreements of the City contained in this Ordinance and in the Bond
shall be for the equal benefit, protection and security of the legal owners of any or all of the Bond, all of
which 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 Bond, or
otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this
Ordinance. The Bond shall stand on a parity and be equally and ratably secured with respect to the payment
of principal and interest from Net Revenues and in all other respects with any Parity Bonds. The Bond
shall not have any priority with respect to the payment of principal or interest from Net Revenues or
otherwise over any Parity Bonds and the Parity Bonds shall not have any priority with respect to the
payment of principal or interest from Net Revenues or otherwise over the Bond.
(c) The Bond is issued on a parity with the Outstanding Parity Bonds.
Section 203. Description of the Bond. The Bond consists of one fully-registered bond numbered
from R-1, in the denomination of $100,000 or any integral multiple of $0.01 in excess thereof, or if the
principal amount of the Bond is less than $100,000, then an amount equal to the principal amount of the
Bond (the “Authorized Denomination”). The Bond will be issued in substantially the form of Exhibit A
and will be registered, transferred and exchanged as provided in Section 206. The Bond is dated as of the
Closing Date. The Bond will mature and become due on the Stated Maturity (subject to optional and
mandatory redemption prior to Stated Maturity as provided in Article III). The Bond will bear interest on
the Cumulative Principal Amount Outstanding at the Interest Rate from the Closing Date and the date of
receipt of each Purchase Price Installment by the Paying Agent pursuant to the Purchase Agreement (as set
forth on Schedule A to the Bond) or from the most recent Interest Payment Date to which interest has been
paid or provided for. Interest is computed on the basis of a 360-day year of twelve 30-day months and is
payable on each Interest Payment Date.
Section 204. Designation of Paying Agent. The City has designated the Paying Agent as the
City’s paying agent for the payment of the principal of and interest on the Bond, bond registrar for the
registration, transfer and exchange of the Bond and escrow agent with respect to the funds and accounts
established with the Paying Agent under the Escrow Agreement.
Section 205. Method and Place of Payment of the Bond.
(a) Payment of the Bond will be made with any coin or currency that is legal tender for the
payment of debts due the United States of America on the payment date.
(b) The payment of the principal of and redemption premium, if any, payable on the Bond at
Stated Maturity or upon earlier redemption and the interest payable on the Bond on any Interest Payment
Date will be made by check or draft mailed by the Paying Agent to the address of the Owner shown in the
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Bond Register. The principal of and redemption premium, if any, and interest on the Bond is also payable
by electronic transfer in immediately available federal funds to a bank in the continental United States of
America pursuant to instructions from the Owner received by the Paying Agent prior to the Record Date.
(c) Payments of principal on the Bond pursuant to Article III may be made directly to the
Owner without surrender of any Bond to the Paying Agent. Accordingly, any transferee of a Bond should
verify with the Paying Agent the principal of the Bond outstanding prior to such purchase or tra nsfer, and
the records of the Paying Agent shall be conclusive for such purposes.
(d) The Paying Agent will keep a record of payment of the principal, redemption premium, if
any, and interest on the Bond and, at least annually, at the written request of the City, will forward a copy
or summary of the record of payments to the City.
(e) The Bond will be held by the Paying Agent in trust for each Owner, unless the Paying
Agent is otherwise directed in writing by an Owner.
Section 206. Registration, Transfer and Exchange of the Bond.
(a) The City will cause the Paying Agent to keep the Bond Register. The Bond when issued
will be registered in the name of the Owner on the Bond Register. The Bond will be transferred and
exchanged only upon the Bond Register.
(b) Upon surrender of the Bond at the payment office of the Paying Agent in St. Louis,
Missouri (or other office designated by the Paying Agent), the Paying Agent will transfer or exchange the
Bond for a new Bond or Bonds in an Authorized Denomination, of the same Stated Maturity and in the
same aggregate principal amount as the Bond that was presented for transfer or exchange. Any Bond
presented for transfer or exchange must be accompanied by a written instrument of transfer or authorization
for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by
the Owner or by the Owner’s authorized agent. Any Bond presented for transfer or exchange must be
surrendered to the Paying Agent for cancellation.
(c) For every exchange or transfer of the Bond the City or the Paying Agent may levy a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid for the exchange
or transfer. The person requesting the exchange or transfer must pay the charge. Payment of the charge is
a condition precedent to the exchange or transfer. If any Owner fails to provide a correct taxpayer
identification number to the Paying Agent, the Paying Agent may make a charge against the Owner
sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance
with Section 3406 of the Internal Revenue Code of 1986, as amended, this amount may be deducted by the
Paying Agent from amounts payable to the Owner under this Ordinance and the Bond.
(d) The City and the Paying Agent will treat the person in whose name any Bond is registered
on the Bond Register as the absolute owner of the Bond, whether or not payment of the Bond is overdue,
for the purpose of receiving payment of the principal of, redemption premium, if any, and interest on the
Bond and for all other purposes. All payments made to any Owner or upon the Owner’s order will be valid
and effective to satisfy and discharge the City’s liability for payment of the Bond to the extent of the sum
or sums paid. Neither the City nor the Paying Agent will be affected by any notice to the contrary.
(e) At reasonable times and under reasonable rules established by the Paying Agent, the
Owners of 25% or more in principal amount of the Outstanding Bond, or their representative designated in
a manner satisfactory to the Paying Agent, may inspect and copy the Bond Register.
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Section 207. Execution, Authentication and Delivery of the Bond.
(a) The Bond must be signed by the manual or facsimile signature of the Mayor and attested
by the manual or facsimile signature of the City Clerk, and have the official seal of the City affixed or
imprinted thereon. If any officer whose manual or facsimile signature appears on the Bond ceases to be an
officer before the delivery of the Bond signed by the officer, the manual or facsimile signature on the Bond
will be valid and sufficient for all purposes of this Ordinance.
(b) The Mayor and the City Clerk are directed to prepare and execute the Bond as specified in
this Article, and when executed, to deliver the Bond to the Paying Agent for authentication. Each Bond
will be authenticated by any authorized signatory of the Paying Agent. No Bond is entitled to any security
or benefit under this Ordinance or is valid or obligatory for any purpose until authenticated by the Paying
Agent.
(c) Prior to the Completion of Funding, promptly upon the receipt by the Paying Agent of each
Purchase Price Installment paid by the Owner in accordance with the Purchase Agreement, an authorized
signatory of the Paying Agent will endorse Schedule A to a Bond with the date of receipt of the Purchase
Price Installment, the amount of the Purchase Price Installment and the resulting Cumulative Principal
Amount Outstanding. No further entries to Schedule A related to Purchase Price Installments will be made
after the Completion of Funding.
Section 208. Mutilated, Destroyed, Lost and Stolen Bonds.
(a) If (i) any mutilated Bond is surrendered to the Paying Agent, or the City and the Paying
Agent receive evidence to their satisfaction of the mutilation, destruction, loss or theft of any Bon d, and
(ii) there is delivered to the City and the Paying Agent security or indemnity as required by them, in the
absence of notice to the City or the Paying Agent that the Bond has been acquired by a bona fide purchaser,
the City will execute and the Paying Agent will register and deliver, in exchange for or in lieu of any
mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and
principal amount. If the Bond has become or is about to become due, the City may pay the Bond instead
of issuing a new Bond.
(b) Upon the issuance of any new Bond under this Section, the City or the Paying Agent may
require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge
imposed and any other expenses (including the fees and expenses of the Paying Agent) connected with the
issuance of the Bond.
(c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Bond will constitute a replacement of the prior obligation of the City, whether or not the mutilated,
destroyed, lost or stolen Bond is enforceable by anyone at any time, and will be entitled to all the benefits
of this Ordinance equally and ratably with all other Outstanding Bonds.
Section 209. Cancellation and Destruction of Bonds Upon Payment. Any Bond that has been
paid or redeemed or that have otherwise been surrendered to the Paying Agent, either at or before Stated
Maturity, will be canceled immediately upon the payment or redemption and the Paying Agent’s receipt of
the Bond. The Paying Agent will periodically destroy canceled Bonds. If requested by City, the Paying
Agent will execute a certificate describing the destroyed Bonds and file an executed counterpart of the
certificate with the City.
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Section 210. Sale of the Bond; Authorization and Execution of Documents.
(a) The Bond will be sold to the Owner at the purchase price of 100% of the initial Purchase
Price Installment paid on the Closing Date plus each Purchase Price Installment made by the Owner
thereafter pursuant to Section 3.3 of the Purchase Agreement, without accrued interest.
(b) The City is authorized to enter into the Purchase Agreement and the Escrow Agreement,
in substantially the forms presented to the Governing Body at this meeting. The Mayor is authorized to
execute the Purchase Agreement and the Escrow Agreement for and on behalf of and as the act and deed
of the City, with changes approved by the Mayor, which approval will be conclusively evidenced by the
signature of the Mayor of the City on such documents. The Mayor is further authorized and directed to
execute other documents, certificates and instruments that are necessary or desirable to carry out the intent
of this Ordinance. The City Clerk is authorized and directed to attest the execution of the Purchase
Agreement, the Escrow Agreement and any other documents, certificates and instruments that are necessary
or desirable to carry out the intent of this Ordinance.
Section 211. Administrative Fee and Paying Agent’s Fee. Subject to Section 202, the City will
pay to the Paying Agent, within 30 days after receipt of a statement from the Paying Agent, (a) the
Administrative Fee, and (b) an amount equal to the Paying Agent’s fees and expenses as provided in the
Escrow Agreement.
ARTICLE III
REDEMPTION OF THE BOND
Section 301. Optional Redemption. At the option of the City, with the prior written consent of
the Owner, the Bond may be called for redemption and payment prior to the Stated Maturity thereof in
whole or in part at any time on or after the 10th anniversary of the Closing Date, at the redemption price of
100% of the principal amount thereof plus accrued interest thereon to the date of redemption. If an optional
redemption is in part, the principal amount for each Principal Payment Date following the op tional
redemption will be reduced on a proportionate basis (to the nearest $0.01). If the Bond is optionally
redeemed prior to the Stated Maturity thereof, the Owner may require the payment by the City of a sum
sufficient to cover any professional costs, fees and expenses (including the fees and expenses of the Paying
Agent and other consultants (legal, financial or otherwise) of the Owner and the Authority) incurred in
connection with the early redemption of the Bond.
Section 302. Mandatory Redemption Provisions.
(a) The Bond is subject to mandatory sinking fund redemption in part, at a redemption price
equal to 100% of the principal amount thereof plus accrued interest to the redemption date, on the Principal
Payment Dates and in the principal amounts as set forth on Exhibit B.
(b) If upon the Completion of Funding, the Cumulative Principal Amount Outstanding is less
than the Maximum Principal Amount (disregarding any scheduled redemptions above that have occurred
prior to the Completion of Funding), the principal amount for ea ch Principal Payment Date following the
Completion of Funding will be reduced on a proportionate basis (to the nearest $0.01).
(c) If the final date of Initiation of Operations, as certified by the City pursuant to Section
3.4(a) of the Purchase Agreement, will cause the final Principal Payment Date to be more than 20 years
from the date of Initiation of Operations, the Stated Maturity of the Bond will be revised to be not more
than 20 years from the certified date of Initiation of Operations and the principal amount for each remaining
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Principal Payment Date will be modified on a proportionate basis (to the nearest $0.01). In no event will
the revised Stated Maturity of the Bond exceed 35 years from the Closing Date.
Section 303. Revisions to Exhibit B upon Partial Redemption.
(a) Upon the partial redemption of the Bond pursuant to Section 301 or if Section 302(b) is
applicable, the Owner will provide a replacement Exhibit B, reflecting the reductions to the principal
amounts, to the Paying Agent and the City, which will be binding on the City absent manifest error and will
replace the previous Exhibit B without any further action on the part of the City. The revised Exhibit B is
subject to such verification requirements as may be reasonably established by the Paying Agent.
(b) The redemption of the Bond in part will be reflected in the records maintained by the
Paying Agent.
Section 304. Notice and Effect of Call for Redemption.
(a) No notice of the mandatory redemption of the Bond is required to be given. If the Bond is
being optionally redeemed, notice of redemption will be given in the manner described below. Unless
waived by the Owner of the Bond or portion thereof to be redeemed, the Paying Agent, on behalf of the
City, will give notice by mailing a redemption notice, at least 15 days, but not more than 30 days, prior to
the date fixed for redemption, to the Owner of the Bond to be redeemed at the address shown on the Bond
Register.
(b) All redemption notices will be dated and include the following information:
(1) the redemption date,
(2) the redemption price, consisting of the principal amount, redemption premium, if
any, and interest to the redemption date,
(3) if less than all of the Outstanding Bond is to be redeemed, the identification
number, if any, the Stated Maturity and, the principal amount of the Bond to be redeemed,
(4) a statement that on the redemption date the redemption price will become due and
payable upon the Bond or portion of the Bond called for redemption, and that interest ceases to
accrue on the redeemed amount from and after the redemption date, and
(5) the address of the principal office of the Paying Agent where the Bond must be
surrendered for payment of the redemption price.
(c) If notice of redemption has been given or waived, the Bond or portions to be redeemed will
become due and payable on the redemption date at the redemption price specified in the notice. From and
after the redemption date (unless the City defaults in the payment of the redemption price), the called Bond
will cease to bear interest. Upon the surrender of the Bond or portions thereof for payment of the
redemption price in accordance with the notice, the Paying Agent will pay the redemption price to the
applicable Owner.
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ARTICLE IV
RATIFICATION AND ESTABLISHMENT OF FUNDS AND ACCOUNTS
Section 401. Ratification and Establishment of Funds and Accounts.
(a) The City hereby ratifies or creates the following separate funds and accounts in the treasury
of the City, known respectively as the:
(1) Sewerage System Revenue Fund (the “Revenue Fund”);
(2) Sewerage System Operation and Maintenance Account (the “Operation and
Maintenance Account”);
(3) Sewerage System Depreciation and Replacement Account (the “Depreciation and
Replacement Account”);
(4) Sewerage System Surplus Account (the “Surplus Account”);
(5) any debt service fund or account, repayment fund or account, principal account, and
interest account established for the Outstanding Parity Bonds under the Outstanding Parity Bonds
Ordinance (collectively, the “Outstanding Parity Bonds Debt Service Account”); and
(6) any debt service reserve fund or account established for the Outstanding Parity
Bonds under the Outstanding Parity Bonds Ordinance (collectively, the “Outstanding Parity Bonds
Debt Service Reserve Account”).
(b) The City hereby establishes the following special funds and accounts with the Paying
Agent under the Escrow Agreement:
(1) the Debt Service Fund;
(2) the Construction Fund;
(3) the Repayment Fund, consisting of the Principal Account and the Interest Account;
and
(4) the Administrative Expense Fund.
Section 402. Administration of Funds and Accounts. The funds and accounts described in
Sections 401(a)(1), (2), (3) and (4) will be maintained and administered by the City under this Ordinance
and the Outstanding Parity Bonds Ordinance while any of the Bond and the Outstanding Parity Bonds are
outstanding. The funds and accounts described in Sections 401(a)(5) and (6) will be maintained and
administered by or on behalf of the City while the applicable Outstanding Parity Bonds are outstanding.
The funds and accounts described in Section 401(b) will be maintained and administered by the Paying
Agent pursuant to the Escrow Agreement while the Bond is Outstanding.
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Section 403. Deposits and Application of Bond Proceeds and Other Moneys.
(a) On the Closing Date, the proceeds received from the sale of the Bond will be deposited
upon the delivery of the Bond into the Construction Fund and the Administrative Expense Fund as provided
in the Escrow Agreement. Thereafter, each Purchase Price Installment will be deposited into the
Construction Fund.
(b) Moneys in the Construction Fund will be disbursed for the purpose of paying the Eligible
Costs of the Project in accordance with the plans and specifications prepared by the Consulting Engineer,
previously approved by the Governing Body and DNR and on file in the office of the City Clerk, including
any alterations in or amendments to the plans and specifications approved by the Governing Body and DNR
with the advice of the Consulting Engineer.
(c) Requisitions will be submitted for funding of the Purchase Price Installments and resulting
withdrawals from the Construction Fund in accordance with Article III of the Purchase Agreement. Funds
will be disbursed from the Administrative Expense Fund as provided in the Escrow Agreement.
ARTICLE V
APPLICATION OF REVENUES
Section 501. Revenue Fund. The City covenants and agrees that from and after the delivery of
the Bond and so long as any portion of the Bond remains Outstanding and unpaid, all Revenues derived
and collected by the City will be deposited into the Revenue Fund when received. The Revenues wi ll be
segregated from all other moneys, revenues, funds and accounts of the City. The Revenue Fund will be
administered and applied solely for the purposes and in the manner provided in this Ordinance, the Parity
Bonds Ordinance and any other ordinance with respect to System Revenue Bonds.
Section 502. Application of Moneys in Funds and Accounts.
(a) The City will apply moneys in the Revenue Fund on the dates, in the amounts and in the
order as follows:
(1) Operation and Maintenance Account. On the first day of each month, to the
Operation and Maintenance Account an amount sufficient to pay the estimated cost of operating
and maintaining the System during the month, which amount shall include (i) on the dates required
by any Parity Bonds Ordinance, the amounts required to pay the fees described in the Parity Bonds
Ordinance, if any, and (iii) on the dates required by Section 211, transfers to the Paying Agent for
further deposit to the Administrative Expense Fund, the amounts required to pay the Administrative
Fee and the Paying Agent’s Fees and expenses;
(2) Repayment Fund and Debt Service Account. On a parity basis (i) at the times
required under the Outstanding Parity Bonds Ordinance, to the Outstanding Parity Bonds Debt
Service Account the amount required under the Outstanding Parity Bonds Ordinance, (ii) to any
debt service fund or account for any other Parity Bonds issued by the City in the amounts and at
the times required under the applicable Parity Bonds Ordinance and (iii) by the Funds Transfer
Method, on each Quarterly Payment Date, to the Paying Agent for credit to the Interest Account
and the Principal Account of the Repayment Fund:
(A) to the Interest Account of the Repayment Fund, on June 15, 2024, the total
amount of interest due on the Bond on July 1, 2024 and on each Quarterly Payment Date
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thereafter, 1/2 of the amount of interest due on the Bond on the next Interest Payment Date
with the balance in the Debt Service Fund and the Interest Account on an Interest Payment
Date after the payment of the principal of and interest due on the Bond on the Interest
Payment Date to be credited against the next succeeding Quarterly Payment; provided that
prior to the Completion of Funding,
(i) the investment earnings on the Construction Fund for the
preceding calendar quarter will be credited against the next Quarterly Payment,
(ii) for purposes of the first Quarterly Payment of each Interest Period,
except as provided in Section 10 of the Escrow Agreement, the amount of interest
due on the next Interest Payment Date will be estimated based upon an expected
disbursement schedule for the Interest Period provided by the City to DNR and the
Paying Agent, and
(iii) for purposes of the second Quarterly Payment of each Interest
Period, the interest due on the next Interest Payment Date will be calculated by the
Paying Agent based upon Purchase Price Installments funded at least three
Business Days prior to the Quarterly Payment Date and the second Quarterly
Payment calculated so that the amount on deposit in the Interest Account after
receipt of the second Quarterly Payment will equal interest payable on the Bond
on the Interest Payment Date; and
(B) to the Principal Account of the Repayment Fund, on March 15, 2025, and
on each Quarterly Payment Date thereafter, 1/2 of the principal due on the Bond on the
next succeeding Principal Payment Date, whether at Stated Maturity or upon mandatory
sinking fund redemption; provided, however, that if the Initiation of Operations specified
in the certificate delivered by the City under Section 3.4(a) of the Purchase Agreement is
earlier than the expected Initiation of Operations, all remaining unpaid principal
installments of the Bond will be paid on the Quarterly Payment Date that is not more than
20 years after the certified date of Initiation of Operations (as set forth in the revised debt
service schedule and replacement Exhibit B (Mandatory Sinking Fund Redemption
Schedule) provided by DNR pursuant to Section 3.4(b) of the Purchase Agreement);
(3) Debt Service Reserve Account. After payments and credits required at the time to
be made under the provisions of paragraphs (1) and (2) of this subsection have been made, there
shall next be paid and credited, on a parity basis, (i) at the times required under the Outstanding
Parity Bonds Ordinance, to the Outstanding Parity Bonds Debt Service Reserve Account the
amount required under the Outstanding Parity Bonds Ordinance, and (ii) to any debt service reserve
fund or account for any other Parity Bonds issued by the City in the amounts and at the times
required under the applicable Parity Bonds Ordinance;
(4) Depreciation and Replacement Account. After all payments and credits required at
the time to be made under the provisions of paragraphs (1), (2) and (3) of this subsection have been
made, there shall next be paid and credited to the Depreciation and Replacement Account (i) the
sum of $9,116.60 each month, commencing on the first day of the month following the issuance of
the Bond. Except as provided in Section 503, moneys in the Depreciation and Replacement
Account shall be expended and used by the City solely for the purpose of making replacements and
repairs in and to the System as set forth in the replacement schedule included in the User Charge
Ordinance and as may be necessary to keep the System in good repair and working order and to
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assure the continued effective and efficient operation thereof and (ii) the amounts and at the times
required under any applicable Parity Bonds Ordinance for the purposes stated therein; and
(5) Surplus Account. On the first day of each month, the remaining balance to the
Surplus Account. Moneys in the Surplus Account are to be expended for the following purposes
as determined by the Governing Body:
(1) paying the cost of the operation, maintenance and repair of the System to
the extent necessary after the application of the moneys held in the Operation and
Maintenance Account and the Depreciation and Replacement Account;
(2) paying the cost of extending, enlarging or improving the System;
(3) preventing default in, anticipating payments into or increasing the amounts
in the accounts confirmed or established in Section 401, or establishing or increasing the
amount of any debt service account or debt service reserve account created by the City for
the payment of any System Revenue Bonds subsequently issued;
(4) 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 call price (if
any bonds are callable), the Bond, the Outstanding Parity Bonds or any other System
Revenue Bonds hereafter issued under the conditions hereinafter specified and standing on
a parity with the Bond, including principal, redemption premium, if any, and interest; or
(5) subject to Section 502(c), any other lawful purpose in connection with the
operation of the System and benefiting the System including, but not limited to, payments
with respect to bonds or other obligations of the System.
(b) All amounts paid and credited to the Operation and Maintenance Account will be expended
solely for the purpose of paying the Current Expenses of the System.
(c) No moneys derived by the City from the System will be diverted to the general
governmental or municipal functions of the City.
(d) If the deposits to the Operation and Maintenance Account (the “OM Deposits”) required
under this Section are greater than the OM Deposits required in the User Charge Ordinance, the OM
Deposits under the User Charge Ordinance will be deemed a credit toward OM Deposits required under
this Section. If the OM Deposits required under this Section are less than those required in the User Charge
Ordinance, OM Deposits under this Section will be deemed a credit to OM Deposits required under the
User Charge Ordinance.
Section 503. Deficiency of Payments into Funds and Accounts.
(a) If the Revenues are insufficient to make any payment on any date specified in this Article,
the City will make good the amount of the deficiency by making additional payments out of the first
available Revenues for application in the order specified in Section 502.
(b) If the moneys in the Outstanding Parity Bonds Debt Service Account, the Outstanding
Parity Bonds Debt Service Reserve Account, the Principal Account or the Interest Account of the
Repayment Fund, the Debt Service Fund, or any debt service fund or account or debt service reserve fund
or account for any Parity Bonds issued by the City are not sufficient to pay the principal of and interest on
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the Outstanding Parity Bonds and the Bond as and when the same become due, the City will apply moneys
in the Surplus Account and the Depreciation and Replacement Account on a proportionate basis (based
upon the outstanding principal amounts of the Bond, the Outstanding Parity Bonds and any Parity Bonds
issued by the City) to the Outstanding Parity Bonds Debt Service Account, the Outstanding Parity Bonds
Debt Service Reserve Account, the Principal Account or the Interest Account of the Repayment Fund, the
Debt Service Fund and the debt service fund or account for any Parity Bonds issued by the City to prevent
any default in the payment of the principal of and interest thereon.
Section 504. Transfer of Funds to Paying Agent. Subject to the provisions of Section 503(b)
with respect to the application of funds on a proportionate basis with the Outstanding Parity Bonds and any
other Parity Bonds issued by the City, the City Clerk or any other officer of the City is authorized and
directed to make the payments to the Principal Account or the Interest Account of the Repayment Fund as
provided in Section 502 and, to the extent necessary to prevent a default in the payment of the Bond,
withdrawal funds from the Surplus Account and from the Depreciation and Replacement Account as
provided in Sections 502 and 503, in sums sufficient to pay the Bond when due, and to forward amounts to
the Paying Agent by the Funds Transfer Method that ensures the Paying Agent will have sufficient available
funds on or before the second Business Day immediately preceding the dates when payments on the Bond
are due. Upon the payment of all principal and interest on the Bond, the Paying Agent will return any
excess funds to the City. Except as otherwise provided in the Escrow Agreement, all moneys deposited by
the City with the Paying Agent are subject to the provisions of this Ordinance.
Section 505. Business Days. If any date for the payment of principal of, or redemption
premium, if any, or interest on the Bond or the taking of any other action hereunder is not a Business Day,
then such payment shall be due, or such action shall be taken, on the first Business Day thereafter with the
same force and effect as if made on the date fixed for payment or performance.
ARTICLE VI
INVESTMENT OF MONEYS
Section 601. Investment of Moneys.
(a) Moneys held in any fund or account referred to in this Ordinance may be invested in
Investment Securities; provided, however, that any fund or account held by the Paying Agent shall be
invested as provided in Section 11 of the Escrow Agreement. No such investment will be made for a period
extending longer than the date when the money invested may be needed. All earnings on any investments
held in any fund or account will accrue to the applicable fund or account. In determining the amount held
in any fund or account under this Ordinance, obligations will be valued at the lower of cost or market value.
If the amount in any fund or account held within the Treasury of the City is greater than the required amount,
the City may transfer the excess to the Revenue Fund.
(b) For so long as the Outstanding Parity Bonds are outstanding, any investments made
pursuant to this Section are subject to the applicable restrictions in the Outstanding Parity Bonds Ordinance.
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ARTICLE VII
PARTICULAR COVENANTS OF THE CITY
The City covenants and agrees with the Owner of the Bond that so long as any portion of the Bond
remains Outstanding and unpaid it will comply with each of the following covenants:
Section 701. Efficient and Economical Operation; User Charge Ordinance. The City will
continuously own and will operate the System in an efficient and economical manner and will keep and
maintain the System in good repair and working order. The City has duly approved the User Charge
Ordinance and will enforce the provisions thereof.
Section 702. Rate Covenant. The City will fix, establish, maintain and collect rates, fees and
charges for the use and services furnished by or through the System to produce income and revenues
sufficient to (a) pay the costs of the operation and maintenance of the System; (b) pay the princi pal of and
interest on the Bond as and when due; (c) enable the City to have in each Fiscal Year Net Revenues of not
less than 110% of the amount required to be paid by the City in the Fiscal Year on account of both principal
of and interest on all System Revenue Bonds at the time outstanding, provided that (i) interest on any
System Revenue Bonds will be reduced by Subsidy Payments, if any, and (ii) principal and/or interest on
any System Revenue Bonds will be reduced by amounts deposited in trust or escrowed for the payment
thereof with the Owner or commercial bank or trust company located in the State of Missouri having full
trust powers and acting as trustee or escrow agent and that are reasonably expected to be used for the
payment of principal and/or interest on any System Revenue Bonds during the calculation period; and
(d) provide reasonable and adequate reserves for the payment of the Bond and the interest thereon and for
the protection and benefit of the System as provided in this Ordinance. The City will require the prompt
payment of accounts for service rendered by or through the System and will promptly take whatever action
is legally permissible to enforce and collect delinquent charges. Each Fiscal Year, the City shall review the
rates, fees and charges for the use and services furnished by or through the System and revise such rates,
fees and charges as necessary to ensure that the System generates Net Revenues sufficient to meet the
requirements of this Section.
Section 703. 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 income and revenues derived by the City from the System are insufficient to pay the
reasonable expenses of operation and maintenance of the System and the principal of and interest on the
Bond when due, the City will pay into the Revenue Fund a fair and reasonable payment in accordance with
effective applicable rates and charges for all services or other facilities furnished to the City or any of its
departments by the System.
Section 704. Annual Budget. Prior to the commencement of each Fiscal Year, the City will cause
a budget setting forth the estimated receipts and expenditures of the System for the next succeeding Fiscal
Year to be prepared and filed with the City Clerk. The City Clerk, within 30 days after the end of the current
Fiscal Year, will mail a copy of the budget to the Owner. The annual budget will be prepared in accordance
with the laws of the State.
Section 705. Annual Audit.
(a) Promptly after the end of each Fiscal Year, the City will cause an audit of the System for
the preceding Fiscal Year to be made by a certified public accountant or firm of certified public accountants
employed for that purpose and paid from the Revenues. The annual audit will cover in reasonable detail
the operation of the System during the Fiscal Year.
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(b) As soon as possible after the completion of the annual audit, the Governing Body will
review the annual audit, and if the annual audit reveals any breach of this Ordinance, the City agrees to
promptly cure the breach.
(c) Within 30 days after the acceptance of the audit by the Governing Body, a copy of the
annual audit will be filed in the office of the City Clerk. The annual audit will be open to examination and
inspection during normal business hours by any taxpayer, any user of the services of the System, the Owner,
or anyone acting for or on behalf of the taxpayer, user or Owner.
(d) The City acknowledges its undertakings with respect to audits set forth in Section 2.1 of
the Purchase Agreement.
Section 706. Performance of Duties. The City will faithfully and punctually perform all duties
and obligations with respect to the operation of the System, including all extensions and improvements
thereto, now or hereafter imposed upon the City by the constitution and laws of the State and by the
provisions of this Ordinance.
ARTICLE VIII
ADDITIONAL BONDS
Section 801. Prior Lien Bonds. The City will not issue any debt obligations payable out of the
Net Revenues that are superior in lien, security or otherwise to the Bond.
Section 802. Parity Lien Bonds or Obligations.
(a) The City will not issue any additional bonds or other long-term obligations payable out of
the Net Revenues of the System that stand on parity or equality with the Bond unless the following
conditions are met:
(1) the City is not in default in the payment of principal or interest on the Bond or any
Parity Bonds or in making any deposit into the funds and accounts under this Ordinance or any
Parity Bonds Ordinance; and
(2) the City provides to the Owner a certificate showing either of the following:
(A) the average annual Net Revenues as set forth in the two most recent annual
audits for Fiscal Years preceding the issuance of additional bonds, are at least 110% of the
average annual debt service on the System Revenue Bonds, including the additional bonds
proposed to be issued, to be paid out of the Net Revenues in all succeeding Fiscal Years.
Interest to be paid on any System Revenue Bonds will be reduced by Subsidy Payments, if
any. Principal and/or interest to be paid on any System Revenue Bonds will be reduced by
amounts deposited in trust or escrowed for the payment thereof with the Owner or
commercial bank or trust company located in the State of Missouri having full trust powers
and acting as trustee or escrow agent and that are reasonably expected to be used for the
payment of principal and/or interest on any System Revenue Bonds during the calculation
period. If the City has made any increase in rates for the use and services of the System
and the increase has not been in effect during all of the two Fiscal Years for which annual
audits are available, the City may add to the audited Net Revenues the additional Net
Revenues that would have resulted if the rate increase had been in effect for the entire
period, as certified by a Consultant; or
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(B) the estimated average annual Net Revenues for the two Fiscal Years
immediately following the issuance of the additional bonds or, if improvements are to be
made to the System with the proceeds of the additional bonds, for the two Fiscal Years
immediately following the Fiscal Year in which the improvements to the System being
financed by the additional bonds are to be in commercial operation, as certified by a
Consultant, is at least 110% of the average annual debt service on the System Revenue
Bonds, including the additional bonds proposed to be issued, to be paid out of the Net
Revenues in succeeding Fiscal Years following the commencement of commercial
operation of the improvements. Interest to be paid on any System Revenue Bonds will be
reduced by Subsidy Payments, if any. Principal and/or interest to be paid on any System
Revenue Bonds will be reduced by amounts deposited in trust or escrowed for the payment
thereof with the Owner or commercial bank or trust company located in the State of
Missouri having full trust powers and acting as trustee or escrow agent and that are
reasonably expected to be used for the payment of principal and/or interest on any System
Revenue Bonds during the calculation period. In determining the amount of estimated Net
Revenues for the purpose of this subsection, a Consultant may adjust the estimated net
income and revenues by adding the estimated increase in Net Revenues resulting from any
increase in rates for the use and services of the System approved by the City and to become
effective during the two Fiscal Years immediately following the Fiscal Year in which the
improvements to the System being financed by the additional bonds are to be in
commercial operation.
(b) If the conditions set forth in this Section are satisfied, the City (i) may issue additional
revenue bonds or other obligations of the City on a parity with the Bond and that enjoy complete equality
of the lien on the Net Revenues with the Bond, (ii) may make equal provision for paying the additional
revenue bonds or other obligations from the Revenue Fund, and (iii) may secure the additional revenue
bonds or other obligations by funding reasonable System debt service accounts and debt service reserve
accounts from the Net Revenues.
Section 803. Junior Lien Bonds. Nothing in this Article prohibits or restricts the right of the
City to issue additional revenue obligations, including System Revenue Bonds, for the purpose of
extending, improving, enlarging, repairing or altering the System, or refunding obligations iss ued for such
purposes, that are junior and subordinate to the Bond if, at the time of the issuance of the additional revenue
obligations, the City is not in default in the performance of any covenant or agreement in this Ordinance.
If the City is in default in paying either interest on or principal of the Bond, the City will not make any
payments on the subordinate revenue obligations until the default is cured. Subject to the limitations in this
Section, the City may make provision for paying the principal of and interest on the subordinate revenue
bonds or obligations from moneys in the Revenue Fund.
Section 804. Refunding Bonds. The City may, without complying with the provisions of
Section 802, refund all or any portion of the Bond or any Parity Bonds in a manner that provides debt
service savings to the City, and the refunding bonds so issued will be on a parity with any of the Bond and
any Parity Bonds that are not refunded. If the Bond or any Parity Bonds are refunded in part and the
refunding bonds bear a higher average rate of interest or become due on a date earlier than that of the Bond
or the Parity Bonds that are refunded, the City must obtain the prior written consent of the Owner to the
issuance of the refunding bonds.
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ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default. If (a) the City defaults in the payment of the principal of or
interest on the Bond, or (b) the City or its Governing Body or any of its officers, agents or employees fails
or refuses to comply with any provision of this Ordinance, the Purchase Agreement, the Escrow Agreement,
or the Constitution or laws of the State relating to the Bond or the operation of the System and such non-
compliance continues for a period of 60 days after written notice specifying such non-payment default has
been given to the City by the Owner of any Bond then Outstanding, at any time thereafter and while the
default continues, the City shall pay to DNR the penalties assessed by DNR in accordance with the
Regulations.
Section 902. Remedies.
(a) The provisions of this Ordinance constitute a contract between the City and the Owner of
the Bond. The Owners of not less than 10% in principal amount of the Bond at the time Outstanding have
the right for the equal benefit and protection of all Owners of the Bond similarly situated:
(1) by any proceeding at law or in equity to enforce the rights of the Owner or Owners
against the City and its officers, agents and employees, and to compel the performance by the City
of its duties and obligations under this Ordinance, the Constitution and the laws of the State;
(2) by any proceeding at law or in equity to require the City, its officers, agents and
employees to account as if they were the trustees of an express trust; and
(3) by any proceeding at law or in equity to enjoin any act or thing that is unlawful or
in violation of the rights of the Owners of the Bond.
(b) Any amounts paid on the Bond to the Owners will be applied first to interest and second to
principal, to the extent due and payable.
Section 903. Limitation on Rights of Owners. No Owner has any right in any manner whatever
by the Owner’s action to affect, disturb or prejudice the security granted and provided for in, or enforce any
right under, this Ordinance, except in the manner provided in this Ordinance. All proceedings at law or in
equity will be for the equal benefit of all Owners.
Section 904. Remedies Cumulative. No remedy conferred upon the Owners is intended to be
exclusive of any other remedy. Each remedy is in addition to every other remedy and may be exercised
without exhausting any other remedy conferred under this Ordinance. No waiver by any Owner of any
default or breach of duty or contract of the City under this Ordinance will affect any subsequent default or
breach of duty or contract by the City or impair any rights or remedies thereon. No delay or omission of
any Owner to exercise any right or power accruing upon any default will impair any right or power or will
be construed to be a waiver of any default. Every substantive right and every remedy conferred upon the
Owners of the Bond by this Ordinance may be enforced and exercised from time to time and as often as
may be expedient. If any Owner discontinues any proceeding or the decision in the proceeding is against
the Owner, the City and the Owners of the Bond will be restored to their former positions and rights under
this Ordinance.
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Section 905. No Obligation to Levy Taxes. Nothing in this Ordinance imposes any duty or
obligation on the City to levy any taxes either to meet any obligation incurred under this Ordinance or to
pay the principal of or interest on the Bond.
ARTICLE X
DEFEASANCE
Section 1001. Defeasance. When all of the Bond has 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. The Bond shall be deemed to have been paid and discharged within
the meaning of this Ordinance if there shall have been deposited with the Paying Agent or other bank or
trust company located in the State of Missouri, at or prior to Stated Maturity or redemption date of said
Bond, in trust for and irrevocably appropriated thereto, moneys and/or non-callable Defeasance Securities
(the “Defeasance Escrow”) which, together with the interest to be earned on any such obligations, will be
sufficient for the payment of the Bond on the Stated Maturity or date of redemption, 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 Bond shall be redeemed prior to Stated Maturity, (a) the City shall have
elected to redeem such Bond, and (b) either notice of such redemption shall have been given or the City
shall have given irrevocable instructions to the Paying Agent to redeem such Bond; and provided further,
however, that if the interest on the Defeasance Escrow is to be used to pay debt service on the Bond at their
Stated Maturity or upon redemption, there shall be filed with the City, the Owner and the Paying Agent (i)
an Opinion of Bond Counsel (as defined in Article V of the Purchase Agreement) to the effect that the
conditions for the defeasance of the Bond pursuant to this Section have been complied with and (ii) if the
interest on the Defeasance Escrow is to be used to pay debt service on the Bond at the Stated Maturity or
upon redemption, a written report of an independent certified public accountant evidencing the sufficiency
of the Defeasance Escrow. Any moneys and obligations which at any time shall be deposited with the
Paying Agent, or other bank by or on behalf of the City, for the purpose of paying and discharging the Bond
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 Owners of the Bond, and such moneys shall be and are hereby irrevocably
appropriated to the payment and discharge of this Ordinance. All moneys deposited with the Paying Agent
or other bank or trust company shall be deemed to be deposited in accordance with and subject to all of the
provisions contained in this Ordinance.
ARTICLE XI
AMENDMENTS
Section 1101. Amendments.
(a) Any provision of the Bond or of this Ordinance may be amended by an ordinance with the
prior written consent of the Owner. Consent must be evidenced by an instrument executed by the Owner,
acknowledged or proved in the manner of a deed to be recorded, and filed with the City Clerk.
(b) No amendment will be effective until (i) the City has delivered to the Owner and the Paying
Agent an Opinion of Bond Counsel (as defined in Article V of the Purchase Agreement) stating that the
amendment is permitted by this Ordinance and the Act, complies with their respective terms and is valid
and binding upon the City in accordance with its terms, and (ii) the City Clerk has on file a copy of the
amendment and all required consents.
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ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Further Authority. The officers of the City, including the Mayor and the City
Clerk, are authorized and directed to execute all documents and take the actions as are necessary or
advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial changes
in the documents approved by this Ordinance which they may approve. The execution of any document or
taking of any related action constitutes conclusive evidence of the necessity or advisability of the action or
change.
Section 1202. Electronic Transactions. The transactions described in this Ordinance and the Bond
may be conducted and related documents may be stored, received and delivered 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.
Section 1203. Severability. If any section or other part of this Ordinance is for any reason held
invalid, the invalidity will not affect the validity of the other provisions of this Ordinance.
Section 1204. Governing Law. This Ordinance is governed by and will be construed in
accordance with the laws of the State.
Section 1205. Effective Date. This Ordinance shall take effect and be in full force from and after
its passage by the Governing Body and approval by the Mayor.
[Remainder of Page Intentionally Left Blank]
Passed: �,5 , 2024 Approved: P -1d , 2024
Presiding Officer
ATTEST:
(SEAL)
ayor
-23-
APPROVED AS TO FORM:
A-1
EXHIBIT A
FORM OF BOND
[THIS BOND IS TRANSFERABLE ONLY TO ANY SUCCESSOR TO THE
MISSOURI DEPARTMENT OF NATURAL RESOURCES OR ITS ASSIGNS]
Registered Registered
No. R-1 Not to exceed $14,132,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF JEFFERSON, MISSOURI
SEWERAGE SYSTEM REVENUE BOND
(STATE OF MISSOURI – DIRECT LOAN PROGRAM)
SERIES 2024
Closing Date Interest Rate Stated Maturity†
July 1, 2044
REGISTERED OWNER: MISSOURI DEPARTMENT OF NATURAL RESOURCES
PRINCIPAL AMOUNT: NOT TO EXCEED FOURTEEN MILLION ONE HUNDRED
THIRTY TWO THOUSAND DOLLARS
The City of Jefferson, Missouri, a home rule constitutional charter city and political subdivision of
the State of Missouri (the “City”), for value received, hereby promises to pay to the Owner shown above,
or registered assigns, the Cumulative Principal Amount Outstanding set forth on Schedule A to this Bond
on the Maturity Date shown above, and to pay interest thereon at the Interest Rate per annum shown above,
on January 1 and July 1 in each year, commencing July 1, 2024 (each an “Interest Payment Date”), from
the date shown on Schedule A or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, computed on the basis of a 360-day year of twelve 30-day months. Terms not
otherwise defined in this Bond have the respective meanings as set forth in the Ordinance.
The principal of this Bond shall be paid at maturity or upon earlier redemption to the person in
whose name this Bond is registered on the Bond Register at the maturity or redemption date thereof, upon
presentation and surrender of this Bond at the payment office of UMB Bank, N.A., St. Louis, Missouri (the
“Paying Agent”), or such other office designated by the Paying Agent. The payment of the principal of and
redemption premium, if any, payable on this Bond at maturity or upon earlier redemption and the interest
payable on this Bond on any Interest Payment Date will be made by check or draft mailed by the Paying
Agent to the address of the Owner shown in the Bond Register. The principal of and redemption premium,
if any, and interest on the Bond is also payable by electronic transfer in immediately available federal funds
to a bank in the continental United States of America pursuant to instructions from the Owner received by
the Paying Agent prior to the Record Date. The principal of and interest on this Bond is payable in lawful
money of the United States of America.
† Subject to change pursuant to Section 302 of the Ordinance and Section 3.4 of the Purchase Agreement.
A-2
This Bond is one of a duly authorized series of bonds of the City designated “Sewerage System
Revenue Bond (State of Missouri – Direct Loan Program) Series 2024” (the “Bond”), issued by the City
for the purpose of extending and improving the sewerage system owned and operated by the City (said
system, together with all future improvements and extensions thereto hereafter constructed or acquired by
the City, being herein called the “System”), under the authority of and in full compliance with provisions
of the Act, and pursuant to an election duly held in the City and an ordinance duly passed by the City
Council of the City (the “Ordinance”).
At the option of the City, the Bond may be called for redemption and payment prior to maturity in
whole or in part at any time on or after the 10th anniversary of the Closing Date with the prior written
consent of the Owner as provided in the Ordinance at a redemption price equal to 100% of the principal
amount plus accrued interest to the redemption date.
The Bond is 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 plus accrued interest to the redemption date.
Except as otherwise provided in the Ordinance, notice of redemption, unless waived, is to be given
by the Paying Agent by mailing an official redemption notice by registered or certified mail at least 15 days,
but not more than 30 days, prior to the date fixed for redemption, to the Owner of the Bond or portion
thereof to be redeemed at the address shown on the Bond Register or at such other address as is furnished
in writing by such Owner to the Paying Agent. Notice of redemption having been given or waived as
aforesaid, the Bond or portions thereof 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 shall default
in the payment of the redemption price) such Bond or applicable portions thereof shall cease to bear interest.
The Bond is a limited obligations of the City payable solely from, and secured as to the payment
of principal and interest by a pledge of, the Net Revenues. The taxing power of the City is not pledged to
the payment of the Bond either as to principal or interest. The Bond does not constitute a general obligation
of the City or an indebtedness of the City within the meaning of any constitutional or statutory provision,
limitation or restriction.
The Bond is issued on a parity with the Outstanding Parity Bonds.
Under the conditions set forth in the Ordinance, the City has the right to issue additional bonds
payable from 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 covenants with the Owner of this Bond to keep and perform all covenants and agreements
contained in the Ordinance, and the City will fix, establish, maintain and collect rates, fees and charges for
the use and services furnished by or through the System to produce Revenues sufficient to pay the operation
and maintenance costs of the System, pay the principal of and interest on the Bond and provide reasonable
and adequate reserve funds. Reference is made to the Ordinance for a description of the agreements made
by the City with respect to the collection, segregation and application of the Revenues, the nature and extent
of the security for the Bond, the rights, duties and obligations of the City with respect to the Bond, and the
rights of the Owners.
The Bond is issuable in the form of one fully-registered bond in the denomination of $100,000 or
any integral multiple of $0.01 in excess thereof, or if the principal amount of the Bond is less than $100,000,
then an amount equal to the principal amount of the Bond (an “Authorized Denomination”).
A-3
This Bond may be transferred or exchanged, as provided in the Ordinance, only upon the
registration books kept for that purpose at the above-mentioned office of the Paying Agent, upon surrender
of this Bond together with a written instrument of transfer or exchange satisfactory to the Paying Agent
duly executed by the Owner or the Owner’s duly authorized agent, and thereupon a new Bond or Bonds in
any Authorized Denomination, with the same maturity 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.
This Bond will not be valid or be entitled to any security or benefit under the Ordinance until the
Paying Agent has executed the Certificate of Authentication.
[Remainder of Page Intentionally Left Blank]
A-4
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to the issuance of the Bond have existed, happened and been
performed in due time, form and manner as required by law, and that before the issuance of the Bond,
provision has been duly made for the collection, segregation and application of Revenues 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 signature of its Mayor and attested by the manual signature of its City Clerk, and
its official seal to be affixed hereto or imprinted hereon.
(SEAL) CITY OF JEFFERSON, MISSOURI
ATTEST:
By
City Clerk Mayor
CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds described in the within-mentioned Ordinance.
Registration Date:
UMB BANK, N.A., Paying Agent
By
Authorized Signatory
A-5
RECORD OF PRINCIPAL PAYMENTS AND REDEMPTIONS
Under the provisions of the Ordinance, payments of the principal installments of this Bond and partial
redemptions of the principal of this Bond will be made directly to the Owner without surrender of this Bond
to the Paying Agent. Accordingly, any purchaser or other transferee of this Bond should verify with the
Paying Agent the principal of this Bond outstanding prior to such purchase or transfer, and the records of
the Paying Agent shall be conclusive for such purposes.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned 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 UMB BANK,
N.A., agent to transfer the within Bond on the books kept by the Paying Agent for the registration thereof,
with full power of substitution in the premises.
Dated: _______________.
_______________________________________
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears on the face of the within
Bond in every particular.
Medallion Signature Guarantee:
A-6
SCHEDULE A
CITY OF JEFFERSON, MISSOURI
SEWERAGE SYSTEM REVENUE BOND
(STATE OF MISSOURI – DIRECT LOAN PROGRAM)
SERIES 2024
CUMULATIVE PRINCIPAL AMOUNT OUTSTANDING
Date(1)
Purchase Price
Installment
Principal Amount
Redeemed(2)
Cumulative Principal
Amount
Outstanding
Authorized Signatory
of Paying Agent
___________________________________
(1) Date constitutes date of registration with respect to such portion of the Bond. No further entries to
Schedule A related to Purchase Price Installments will be made after the Completion of Funding.
(2) Commencing with first Principal Payment Date if prior to Completion of Funding.
B-1
EXHIBIT B
MANDATORY SINKING FUND REDEMPTION SCHEDULE
Redemption Date Principal Amount Redemption Date Principal Amount
July 1, 2025 $307,000 July 1, 2036 $370,000
January 1, 2026 310,000 January 1, 2037 373,000
July 1, 2026 312,000 July 1, 2037 376,000
January 1, 2027 315,000 January 1, 2038 380,000
July 1, 2027 318,000 July 1, 2038 383,000
January 1, 2028 320,000 January 1, 2039 386,000
July 1, 2028 323,000 July 1, 2039 389,000
January 1, 2029 326,000 January 1, 2040 393,000
July 1, 2029 329,000 July 1, 2040 396,000
January 1, 2030 331,000 January 1, 2041 399,000
July 1, 2030 334,000 July 1, 2041 403,000
January 1, 2031 337,000 January 1, 2042 406,000
July 1, 2031 340,000 July 1, 2042 410,000
January 1, 2032 343,000 January 1, 2043 413,000
July 1, 2032 346,000 July 1, 2043 417,000
January 1, 2033 349,000 January 1, 2044 420,000
July 1, 2033 352,000 July 1, 2044† 421,000
January 1, 2034 355,000
July 1, 2034 358,000
January 1, 2035 361,000
July 1, 2035 364,000
January 1, 2036 367,000
______________
†Stated Maturity; subject to change pursuant to Section 302 of the Ordinance and Section 3.4 of the Purchase
Agreement
C-1
EXHIBIT C
OUTSTANDING PARITY BONDS
Name of Bond Issue Date of Bonds Final Maturity Amount Issued
Sewerage System Revenue Bonds
(State Revolving Fund Program),
Series 2005A May 19, 2005 July 1, 2025 $4,600,000
Sewerage System Refunding and
Improvement Revenue Bonds (State
Revolving Fund Program), Series
2005C November 1, 2005 July 1, 2026 $10,105,000
Sewerage System Revenue Bonds
(State Revolving Fund Program),
Series 2008 October 30, 2008 July 1, 2029 $3,900,000
Sewerage System Revenue Bonds
(State of Missouri – Direct Loan
Program), Series 2012 November 13, 2012 July 1, 2033 $15,000,000
Sewerage System Revenue Bonds,
Series 2014 May 15, 2014 July 1, 2035 $9,940,000
Sewerage System Revenue Bonds,
Series 2016 June 20, 2016 July 1, 2036 $9,380,000
Sewerage System Refunding
Revenue Bonds, Series 2020 August 27, 2020 September 1, 2035 $5,125,000
Sewerage System Revenue Bonds,
Series 2023 August 30, 2023 July 1, 2043 $4,000,000
GILMORE & BELL, P.C.
DRAFT - APRIL 8, 2024
FOR DISCUSSION PURPOSES ONLY
__________________________
PURCHASE AGREEMENT
Dated as of April 1, 2024
__________________________
by and between the
MISSOURI DEPARTMENT OF NATURAL RESOURCES
and the
CITY OF JEFFERSON, MISSOURI
relating to
NOT TO EXCEED $14,132,000
SEWERAGE SYSTEM REVENUE BOND
(STATE OF MISSOURI – DIRECT LOAN PROGRAM)
SERIES 2024
OF THE
CITY OF JEFFERSON, MISSOURI
(i)
TABLE OF CONTENTS
Page
Parties ........................................................................................................................................ 1
Recitals ...................................................................................................................................... 1
ARTICLE I
DEFINITIONS
Section 1.1 Definitions ......................................................................................................................... 1
Section 1.2 Interpretation ...................................................................................................................... 4
Section 1.3 DNR Actions ...................................................................................................................... 5
ARTICLE II
REPRESENTATIONS AND COVENANTS
Section 2.1 Representations and Covenants of Participant ................................................................... 5
Section 2.2 Representations of DNR .................................................................................................. 11
ARTICLE III
EXECUTION OF AGREEMENT; TERMS OF LOAN
Section 3.1 Execution and Delivery of Agreement ............................................................................. 12
Section 3.2 Maximum Principal Amount of Loan .............................................................................. 12
Section 3.3 Funding of Purchase Price Installments and Disbursements ........................................... 13
Section 3.4 Completion of Project and Initiation of Operations ......................................................... 13
Section 3.5 Completion of Funding .................................................................................................... 14
ARTICLE IV
PAYMENTS
Section 4.1 Bond Payments ................................................................................................................ 14
Section 4.2 Additional Payments ........................................................................................................ 14
Section 4.3 Loan Prepayment ............................................................................................................. 14
Section 4.4 Disposition of Remaining Moneys .................................................................................. 15
ARTICLE V
TAX REPRESENTATIONS AND COVENANTS
Section 5.1 Meaning of Words and Terms .......................................................................................... 15
Section 5.2 General ............................................................................................................................. 16
Section 5.3 Authority and Purpose for Bond ...................................................................................... 16
Section 5.4 Proceeds of Bond ............................................................................................................. 16
Section 5.5 Governmental Bond Tests and Related Requirements ..................................................... 16
Section 5.6 Sinking Funds .................................................................................................................. 18
(ii)
Section 5.7 No Replacement Funds .................................................................................................... 18
Section 5.8 Reimbursement of Expenditures ...................................................................................... 18
Section 5.9 Final Written Allocation ................................................................................................... 18
Section 5.10 Hedge Bond ..................................................................................................................... 18
Section 5.11 Post-Issuance Compliance with Federal Tax Matters ...................................................... 18
Section 5.12 Records ............................................................................................................................ 19
ARTICLE VI
ASSIGNMENTS; SALE, LEASE OR DISPOSAL OF THE PROJECT
Section 6.1 Assignment by DNR ........................................................................................................ 19
Section 6.2 Assignment by the Participant; Sale, Lease or Disposal of the Project ........................... 19
ARTICLE VII
EVENTS OF DEFAULTS AND REMEDIES
Section 7.1 Events of Default ............................................................................................................. 20
Section 7.2 Notice of Default ............................................................................................................. 20
Section 7.3 Remedies on Default ........................................................................................................ 20
Section 7.4 Attorneys’ Fees and Other Expenses ............................................................................... 21
Section 7.5 Application of Moneys .................................................................................................... 21
Section 7.6 No Remedy Exclusive; Waiver; Notice ........................................................................... 21
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Continuing Disclosure ..................................................................................................... 21
Section 8.2 Effect of Breach ............................................................................................................... 24
Section 8.3 Termination of Agreement ............................................................................................... 24
Section 8.4 Notices ............................................................................................................................. 24
Section 8.5 Exculpatory Provision ...................................................................................................... 25
Section 8.6 Amendment ...................................................................................................................... 25
Section 8.7 Electronic Transactions .................................................................................................... 25
Section 8.8 Severability of Invalid Provisions .................................................................................... 25
Section 8.9 Execution in Counterparts................................................................................................ 25
Section 8.10 Applicable Law ................................................................................................................ 25
Exhibit A. Form of Requisition
Exhibit B. Federal Requirements
Exhibit C. Initial Form of Annual Compliance Checklist
Exhibit D. Authority’s Tax Compliance Procedure
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 1, 2024, between
the MISSOURI DEPARTMENT OF NATURAL RESOURCES, a department of the State of Missouri, and
its successors and assigns (“DNR”), and the CITY OF JEFFERSON, MISSOURI, a home rule
constitutional charter city and political subdivision of the State of Missouri (the “Participant”). Terms not
otherwise defined in the Recitals or Section 1.1 of this Agreement have the meanings set forth in the below-
defined Ordinance.
RECITALS
1. Pursuant to 10 CSR 20-4.040 through 10 CSR 20-4.041 and 10 CSR 20-4.050 of the Code
of State Regulations, DNR, in cooperation with the Clean Water Commission of the State of Missouri (the
“Commission”), has developed and implemented the State of Missouri Clean Water State Revolving Fund
Direct Loan Program (the “CWSRF Direct Loan Program”) and has stated its intent to make loans and grants
to political subdivisions and other qualified recipients of the State of Missouri.
2. The Commission has approved a loan to the Participant to be made by DNR pursuant to this
Agreement (the “Loan”).
3. DNR and the Participant have entered into this Agreement to (a) provide for the Loan to
finance improvements to certain publicly-owned or other qualified wastewater treatment facilities (the
“Project” as further described in this Agreement), (b) set forth the parties’ respective covenants and
agreements respecting the application of the net proceeds of the Loan and the implementation of the Project,
and (c) satisfy the obligations of DNR under the Federal Act and EPA guidance related to the CWSRF Direct
Loan Program and to preserve The Water and Wastewater Loan Fund in perpetuity.
4. The Loan will be evidenced by the Bond of the Participant delivered to DNR, as owner of
the Bond (the “Owner”), in the form authorized by the ordinance of the Participant (the “Ordinance”).
5. As a condition to the execution and delivery of this Agreement, DNR has required that the
Participant enter into the Escrow Agreement dated as of April 1, 2024 (the “Escrow Agreement”), between
the Participant and UMB Bank, N.A., as paying agent and escrow agent (the “Paying Agent”).
6. The Participant has passed the User Charge Ordinance (as further defined below), the form
of which has been reviewed and approved by DNR.
AGREEMENT
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. In addition to words and terms defined in the Recitals, elsewhere in
this Agreement (including Articles V and VIII) and in the Ordinance, capitalized words and terms have the
following meanings in this Agreement:
-2-
“Actual Reimbursement Amount” means the amount of a Requisition approved for payment in
accordance with Section 3.3.
“Authority” means the State Environmental Improvement and Energy Resources Authority, a body
corporate and politic and a governmental instrumentality of the State.
“Authorized Representative” means any person designated in writing by a certificate executed by
the Participant and filed with the Paying Agent and DNR.
“Bond Payments” means the amounts required to be paid by the Participant in repayment of the
Bond pursuant to Section 4.1.
“Bond” means the Sewerage System Revenue Bond (State of Missouri – Direct Loan Program)
Series 2024, issued by the Participant pursuant to the Ordinance.
“Business Day” means any day other than a Saturday, a Sunday or any other day that banking
institutions in the State are authorized or required to be closed.
“CFR” means the Code of Federal Regulations.
“Closing Date” means the date of the initial issuance and delivery of the Bond.
“Completion of Funding” means the date, established by the Participant, that no further
Requisitions will be submitted by the Participant, and therefore no further Purchase Price Installments will
be funded by DNR, as evidenced by a written certificate executed by the Authorized Representative and
filed with DNR and the Paying Agent.
“Costs of Issuance” means, collectively, the Master Trust Bonds Expense and other costs of issuing
the Bond as certified by the Participant.
“Disbursement” means each amount advanced from the Construction Fund to the Participant by
DNR under this Agreement and Section 7 of the Escrow Agreement to pay Eligible Costs and Costs of
Issuance, in an amount equal to the applicable Purchase Price Insta llment deposited by DNR pursuant to
Section 3.3.
“Eligible Costs” means Project Costs determined by DNR to be eligible under the Regulations.
“EPA” means the Environmental Protection Agency.
“Escrow Agreement” means the Escrow Trust Agreement dated as of April 1, 2024, between the
Participant and the Paying Agent, as supplemented, modified or amended in accordance with its terms.
“Event of Default” means an “Event of Default” as defined in Article VII.
“Federal Act” means the Federal Water Quality Act of 1987, 33 U.S.C. Section 1381, et seq., as
amended.
“Fiscal Year” means the fiscal year of the Participant, currently November 1 through October 31.
“Funding Sources” means the sources identified by DNR from time to time to fund the Loan,
initially as described in Section 2.2.
-3-
“Governing Body” means the Participant’s City Council.
“Ineligible Costs” means Project Costs that are not Eligible Costs.
“Initiation of Operations” means the date when the first major constructed component is capable
of being used for its intended purpose.
“Loan” means the loan by DNR to the Participant, funded in installments from the Funding Sources
in accordance with, and subject to the terms and conditions of, this Agreement. The Loan is evidenced by
the Bond.
“Local Bond Counsel” means Gilmore & Bell, P.C., or another attorney or firm of attorneys with
a nationally recognized standing in the field of municipal bond financing engaged by the Participant and
approved by a written instrument from DNR to the Participant and the Paying Agent.
“Master Trust Agreement” means the Amended and Restated Master Trust Agreement dated as of
as of December 1, 2020, between the Authority and the Master Trustee, as amended, supplemented or
restated from time to time.
“Master Trust Bonds” means bonds of the Authority at any time outstanding and secured under the
Master Trust Agreement.
“Master Trust Bonds Expense” means the amount of $84,792.00, included in the amount deposited
on the Closing Date in the Administrative Expense Fund.
“Master Trustee” means UMB Bank, N.A., St. Louis, Missouri, as master trustee under the
applicable Master Trust Agreement, and any successor master trustee pursuant to a Master Trust Agreement.
“Maximum Principal Amount” means $14,132,000.
“Ordinance” means the ordinance of the Participant, passed on April 15, 2024, authorizing the
issuance of the Bond, as supplemented, modified or amended in accordance with its terms.
“Program Bond Counsel” means Gilmore & Bell, P.C., or another attorney or firm o f attorneys
with a nationally recognized standing in the field of municipal bond financing engaged on behalf of DNR
in connection with the CWSRF Direct Loan Program.
“Project” means the acquisition, construction, improvement and equipping of certain wastewater
facilities of the Participant further described as follows:
The Project includes improvements to the Participant’s biosolids handling systems through
the construction of a new biosolids building that includes two new sludge dewatering
centrifuges, new sludge dewatering feed pumps, a polymer feed system, lime stabilization
equipment, conveyors, truck loadout area, and odor control equipment. In addition, the
Project includes piping modifications from the existing system to the new building. The
Project includes all necessary appurtenances to complete the work and have an operable
system. The Project further includes all changes in writing agreed to by the Participant and
DNR.
-4-
“Project Costs” means all costs or expenses that are necessary, incident or directly attributable to
the Project, consisting of Eligible Costs and Ineligible Costs, if any.
“Project Schedule” means the schedule for completion of the Project that is estimated by the
Participant to be the following as of the date of execution of this Agreement:
Event Projected Date (month/year)
Advertising Request for Qualifications August 2022
Open Qualification Proposals September 2022
Construction contract executed March 2024
Initiation of Operations April 2025
Construction completion August 2025
Project completion September 2025
“Regulations” means 10 CSR 20-4.040 through 10 CSR 20-4.041 and 10 CSR 20-4.050 of the
Code of State Regulations, as amended.
“Requisition” means the Reimbursement Form in substantially the form of Exhibit A, with such
changes as are approved by DNR with written notice to the Participant and the Paying Agent.
“SRF Program” means the Missouri Leveraged State Drinking Water Revolving Fund Program,
the Missouri Leveraged State Water Pollution Control Revolving Fund Program, the State of Missouri
Drinking Water State Revolving Fund Direct Loan Program, and/or the State of Missouri Clean Water State
Revolving Fund Direct Loan Program.
“State” means the State of Missouri.
“Supplemental Agreement” means any agreement supplementing or amending this Agreement
pursuant to Section 8.6.
“User Charge Ordinance” means Chapter 29 of the Code of the City of Jefferson, Missouri, as
amended, supplemented or replaced.
Section 1.2 Interpretation.
(a) The words “herein,” “hereof” and “hereunder” and words of similar import, without
reference to any particular section or subdivision, refer to this Agreement as a whole rather than to any
particular section or subdivision of this Agreement.
(b) References in this Agreement to any particular article, section or subdivision hereof are to
the designated article, section or subdivision of this Agreement as originally executed.
(c) The Table of Contents and titles of articles and sections herein are for convenience of
reference only and are not a part of this Agreement, and shall not define or limit the provisions of this
Agreement.
(d) Unless the context hereof clearly requires otherwise, the singular shall include the plural
and vice versa and the masculine shall include the feminine and vice versa.
(e) Words importing person shall include partnerships, limited liability companies,
associations and corporations, including public bodies, as well as natural persons.
-5-
(f) Articles, sections, subsections and clauses mentioned by number only are those so
numbered that are contained in this Agreement.
(g) Any opinion of counsel required under this Agreement shall be a written opinion of such
counsel.
(h) Wherever an item or items are listed after the word “including,” such listing is not intended
to be a listing that excludes items not listed.
(i) When used in this Agreement, “day” means “calendar day.”
Section 1.3 DNR Actions. All approvals, notices, consents and other actions of DNR under
this Agreement (other than the execution of this Agreement and any amendments hereto) will be executed
by the Director of the Financial Assistance Center of DNR (or any other person designated from time to
time by the Director of DNR by a written instrument filed with the Participant and the Paying Agent ), who
shall have continued authority to grant such approvals and consents, deliver notices and perform other
actions of DNR under this Agreement.
ARTICLE II
REPRESENTATIONS AND COVENANTS
Section 2.1 Representations and Covenants of Participant. The Participant represents to and
covenants with DNR, as follows:
(a) Organization and Authority.
(i) The Participant is a home rule constitutional charter city duly created and validly
existing under the laws of the State and has the necessary power and authority to own its properties
and carry on its governmental functions as now being conducted.
(ii) The Participant has full legal right and authority and all necessary licenses and
permits required as of the date of this Agreement to own, operate and maintain the System, to carry
on its activities relating to the System, to undertake and complete the Project, to execute and deliver
this Agreement, to issue the Bond, to pledge the sources for repayment of the Loan and the Bond
under this Agreement, the Ordinance and the Bond, and to carry out its agreements under this
Agreement.
(iii) The proceedings of the Participant’s Governing Body approving this Agreement
and authorizing the Participant to undertake and complete the Project have been duly and lawfully
passed.
(iv) This Agreement, the Bond, the Ordinance, the User Charge Ordinance and all other
ordinances of the Participant authorizing the Participant to undertake and complete the Project have
been duly authorized, executed and delivered by the Participant, and constitute the legal, valid and
binding obligations of the Participant enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights and to the exercise of judicial discretion in accordance with general principles of equity.
-6-
(v) The User Charge Ordinance has been duly and lawfully adopted by the
Participant’s Governing Body.
(b) Full Disclosure. To the best knowledge of the Participant, after due investigation, there is
no fact that the Participant has not disclosed to DNR in writing on the Participant’s application for
participation in the CWSRF Direct Loan Program, or otherwise, that materially and adversely affects or that
will materially and adversely affect the properties or activities of the Participant or the System, or the ability
of the Participant to make all Bond Payments and otherwise observe and perform its agreements under this
Agreement.
(c) Pending Litigation. To the best knowledge of the Participant, after due investigation, there
are no proceedings pending or, to the knowledge of the Participant, threatened against or affecting the
Participant, in any court or before any governmental authority or arbitration board or tribunal that, if
adversely determined, would materially and adversely affect the properties, activities, prospects or
condition (financial or otherwise) of the Participant or the System, or the ability of the Participant to make
all Bond Payments and otherwise observe and perform its agreements under this Agreement, that have not
been disclosed in writing to DNR in the Participant’s application for participation in the CWSRF Direct
Loan Program or otherwise.
(d) Compliance with Existing Laws and Agreements. The agreements of the Participant in
this Agreement will not constitute a default under any indenture, mortgage, deed of trust, lease or agreement
or other instrument executed by the Participant or by which it or any of its property is bound or any
applicable law, rule, regulation or judicial proceeding.
(e) No Defaults. No event has occurred and no condition exists that constitutes or, with the
giving of notice or the lapse of time, would constitute an Event of Default. To the knowledge of the
Participant, after due investigation, the Participant is not in violation of any agreement that would materially
adversely affect the ability of the Participant to make all Bond Payments or otherwise observe and perform
its agreements under this Agreement.
(f) Governmental Consent. To the best of its knowledge, the Participant has made all filings
that it is obligated to make with, and has obtained all permits, licenses, franchises, consents, authorizations
and approvals required to date from, all federal, state and local regulatory agencies having jurisdiction to
the extent, if any, required by applicable laws and regulations to be made or to be obtained in undertaking
the Project or this Agreement. To the best of its knowledge, the Participant has complied with all applicable
provisions of law requiring any notification to any governmental body or officer in connection with this
Agreement or with the undertaking, completion or financing of the Project.
(g) Source for Repayment. The Participant has established a dedicated revenue source for the
repayment of the Loan. The dedicated source of revenue includes a system of service rates, fees and charges
or other sources of revenue established under the Ordinance and the User Charge Ordinance for such
purpose.
(h) Performance Under Agreement. The Participant covenants and agrees:
(i) to comply with all applicable State and federal laws, rules and regulations in the
performance of this Agreement, including federal laws and executive orders referenced in
Exhibit B to the extent applicable; and
(ii) to cooperate with DNR in the timely observance and performance of the respective
agreements of the Participant and DNR under this Agreement.
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(i) Control of Project Site. The Participant will provide, or has provided, written assurance to
DNR, signed by an attorney, that the Participant has proper title, easements, and rights-of-way to the
property on or through which the Project is to be constructed. This written assurance will be provided prior
to construction contract award.
(j) Bid Solicitations. Executive Order 12549 – Debarment and Suspension establishes
procedures that require EPA to deny any individual, organization, or unit of government the opportunity to
participate in federally-assisted programs because of misconduct or poor performance. The Participant
acknowledges that doing business with any party appearing in the “List of Parties Excluded from Federal
Procurement or Non Procurement Programs” may result in the termination of the Participant’s participation
in the CWSRF Direct Loan Program and may also result in suspension or debarment under the Regulations.
The Participant will obtain the written approval of DNR before advertising for bids.
(k) Buy American Iron and Steel Products. In accordance with Sec. 608.(a) of the Federal
Water Pollution Control Act, the Participant assures that it, as well as its contractors and subcontractors,
will only use iron and steel products in the Project that are produced in the United States of America in a
manner consistent with the United States’ obligations under international agreements. The term “iron and
steel products” means the following products made primarily of iron or steel: lined or unlined pipes and
fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints,
valves, structural steel, reinforced precast concrete, and construction materials. The Participant understands
that this requirement may only be waived by the applicable federal agency in limited situations as set out
in Sec. 608.(d) of the Federal Water Pollution Control Act.
(l) Performance and Payment Bonds. The Participant will require any Project contractor to
post a separate performance bond and a separate payment bond or other security approved by DNR, each
in the amount of the bid.
(m) Disadvantaged Business Enterprises (“DBEs”).
(1) The Participant will ensure that DBEs have the opportunity to compete as sources
for the procurement of supplies, equipment, construction and services related to this Agreement.
The Participant agrees to include information about these requirements in solicitation documents,
including the following:
(A) the prime contractor must pay its subcontractor for satisfactory
performance no more than 30 days from the prime contractor’s receipt of payment from
the Participant;
(B) the Participant must be notified in writing by its prime contractor prior to
any termination of a DBE subcontractor for convenience by the prime contractor;
(C) if a DBE subcontractor fails to complete work under its subcontract for
any reason, the prime contractor must employ the “six good faith efforts” described in
subparagraph (2) if soliciting a replacement subcontractor; and
(D) the prime contractor is to employ the “six good faith efforts” even if the
prime contractor has achieved its “fair share goals” (the current “fair share goals” are 10%
for Minority Business Enterprises (“MBE”) and 5% for Women Business Enterprises
(“WBE”)).
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(2) The “six good faith efforts” are:
(A) ensure DBEs are made aware of contracting opportunities to the fullest
extent practicable through outreach and recruitment activities. For indian tribal, state and
local and government recipients, this includes placing DBEs on solicitation lists and
soliciting them whenever they are potential sources;
(B) make information on forthcoming opportunities available to DBEs and
arrange time frames for contracts and establish delivery schedules, where the requirements
permit, in a way that encourages and facilitates participation by DBEs in the competitive
process. This includes, whenever possible, posting solicitations for bids or proposals for a
minimum of 30 calendar days before the bid or proposal closing date;
(C) consider in the contracting process whether firms competing for large
contracts could subcontract with DBEs. For indian tribal, state and local government
recipients, this includes dividing total requirements when economically feasible into
smaller tasks or quantities to permit maximum participation by DBEs in the competitive
process;
(D) encourage contracting with a consortium of DBEs when a contract is too
large for one of these firms to handle individually;
(E) use the services and assistance of the Small Business Administration and
the Minority Business Development Agency of the Department of Commerce; and
(F) require any prime contractor or other recipient, if it is awarding
subcontracts, to take the affirmative steps in clause (B) of this subparagraph.
(3) DBE Reporting: MBE/WBE reporting is required where there are funds budgeted
for procuring construction, equipment, services and supplies, that exceed the threshold amount of
$250,000, including any amendments and/or modifications. Once the threshold is exceeded, all
procurement actions are reportable, not just that portion that exceeds the threshold. The Participant
shall utilize EPA form 5700-52A to annually report to DNR procurements for the Project. Annual
reports are due by October 30th of each year. Final reports are due by October 30th or 90 days after
completion of construction of the Project, whichever comes first.
(n) Prevailing Wage. The Participant will require any Project contractor and subcontractor to
pay all laborers and mechanics employed by the contractor or subcontractor at rates not less than the greater
of (1) those rates prevailing on projects of a character similar in the locality as determined by the Secretary
of Labor in accordance with Subchapter IV of Chapter 31 of Title 40, United States Code (Davis -Bacon
Act), as required by Sec. 602(b)(6) of the Federal Water Pollution Control Act or (2) those rates required
pursuant to Chapter 290 of the Revised Statutes of Missouri, as amended. The Participant agrees to include
information about these requirements in solicitation documents.
(o) Retainage. The Participant shall comply with the provisions of Section 8.960 of the
Revised Statutes of Missouri, as amended, with respect to the amount of any retainage required to be
withheld on any construction contract or subcontract for the Project.
(p) Contract Award. The Participant, with the prior written concurrence of DNR, will award
any construction contract or contracts for the Project to the lowest responsive and responsible bidder.
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(q) Completion of Project and Provision of Moneys. The Participant agrees:
(i) to exercise its best efforts in accordance with prudent wastewater collection and
treatment utility practice to complete the Project in a timely manner in accordance with the Project
Schedule; and
(ii) subject to the provisions of the Ordinance, to provide from its own financial
resources all moneys in excess of the amount available under this Agreement required to complete
the Project.
(r) Requests for Funding; Use of Proceeds. The Participant will request the funding of
Purchase Price Installments to pay Eligible Costs in accordance with this Agreement to the extent the sum
of Purchase Price Installments and Costs of Issuance has not exceeded the Maximum Principal Amount, in
order to provide for the prompt payment of the contractors. The Participant will apply the Disbursements
to finance a portion of the Project Costs, and, where applicable, to reimburse the Participant for a portion
of the Project Costs, which portion was paid or incurred in anticipation of reimbursement from moneys
held in the Construction Fund and is eligible for reimbursement pursuant to the Regulations. All costs will
be Eligible Costs that DNR is authorized to finance pursuant to the Federal Act and the Regulations.
(s) Notice of Completion. The Participant will provide written notice of the Initiation of
Operations and the completion of construction of the Project to DNR within 45 days after the occurrence
of each of these events.
(t) Compliance Certification. This paragraph is applicable if DNR notifies the Participant in
writing that the actions described in this paragraph are required. On the first anniversary of the Initiation
of Operations, the Participant will certify to DNR whether the Project meets the Project performance
standards. Any statement of noncompliance must be accompanied by a corrective action report containing
an analysis of the cause of the Project’s failure to meet performance standards, the actions necessary to
bring it into compliance and a projected date for positive certification of the Project. Timely corrective
action will be implemented by the Participant.
(u) Retention of Project Records. The Participant will retain all Project records in accordance
with Section 5.12 and Chapter 109 of the Revised Statutes of Missouri, as amended.
(v) Operations and Maintenance of System; User Charge Ordinance. The Participant will, in
accordance with prudent wastewater collection and treatment utility practice,
(i) at all times operate the System in an efficient manner,
(ii) maintain the System in good repair, working order and operating condition over
the structural and design life of the System,
(iii) implement the User Charge Ordinance as approved by DNR prior to the Initiation
of Operations and for the term of the Loan, and
(iv) in accordance with 10 CSR 20-9.020(2) of the Regulations, provide a certified
operator for the life of the System.
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(w) Records and Accounts; Audits.
(i) The Participant will keep accurate records and accounts for the System (the
“System Records”) separate and distinct from its other records and accounts (the “General
Accounts”). The System Records and General Accounts will be available for inspection by DNR
at any reasonable time.
(ii) The Participant will maintain the System Records in accordance with accounting
principles generally accepted in the United States of America as codified in the Governmental
Accounting Standards Board’s Codification of Governmental Accounting and Financial Reporting
Standards (Codification).
(A) The Participant will use the accrual or modified accrual basis of
accounting (in order to provide an effective measure of costs and expenditures) for the
System Records.
(B) The Participant may use an accounting method other than accounting
principles generally accepted in the United States of America for its General Accounts.
(iii) Promptly after the end of each Fiscal Year, the Participant will cause an audit of
the System for the preceding Fiscal Year to be made by a certified public accountant or firm of
certified public accountants employed for that purpose and paid from the Revenues pursuant to the
Ordinance. The annual audit will cover in reasonable detail the operation of the System during the
Fiscal Year. So long as the Loan is outstanding, within 180 days after the end of the Participant’s
Fiscal Year, a copy of the audit will be delivered (via regular mail or electronically) to DNR. If
audited financial statements are not available by the time required pursuant to this Section, the
Participant shall notify DNR in writing of the delay with the expected date of completion.
(iv) If notified by DNR, the Participant will comply with OMB’s Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
(Uniform Grants Guidance), governing the audit of state and local governments, as determined by
the EPA’s Guidance Letter dated December 24, 2014, if the Participant expends during any Fiscal
Year an aggregate amount of $750,000 or more of federal assistance (1) und er the SRF Program
and (2) from other federal sources.
(A) A copy of the Participant’s annual audit, including the written comments
and recommendations of the Participant’s auditor, will be furnished to DNR within the
time period provided in OMB’s Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards (Uniform Grants Guidance).
(B) The amount of federal assistance to the Participant under the SRF Program
for each Fiscal Year will be identified in each payment review letter transmitted to the
Participant by DNR.
(v) In accordance with, and subject to the requirements of, Section 29.235 of the
Revised Statutes of Missouri, as amended, the Participant will (A) make available to the State
auditor, or his or her designee, all books, accounts, records, reports, vouchers and other documents
relating to the Project and the Loan and (B) permit the examination and inspection of all property,
equipment and facilities constituting the Project.
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(x) Inspections; Information. The Participant will permit the EPA, the Paying Agent, DNR
and any party designated by DNR to examine, visit and inspect the Project at any reasonable time and to
inspect and make copies of any accounts, books and records, including its records regardin g receipts,
disbursements, contracts, investments, its financial condition and other related matters, and will supply such
reports and information as the EPA, the Paying Agent and DNR may reasonably require.
(y) Insurance. The Participant will carry and maintain the amount of all risk insurance on the
properties and operations of the System as would be carried by similar municipal operators of wastewater
collection and treatment facilities, insofar as the properties are insurable at a commercially reasonable cost.
(z) Notice of Material Adverse Change. The Participant will promptly notify DNR of any
material and adverse change in the activities, prospects or condition (financial or otherwise) of the System
or in the ability of the Participant to make the Bond Payments and otherwise observe and perform its
agreements under this Agreement.
(aa) Completion Required Without Regard to Sufficiency of Loan. Subject to the provisions of
the Ordinance, the Participant agrees to complete the Project whether or not the proceeds from the Loan are
sufficient to complete the Project.
(bb) Signage - Enhancing Public Awareness. The Participant agrees to comply with the
Guidelines for Enhancing Public Awareness of SRF Assistance Agreements, issued by EPA and dated
June 3, 2015.
Section 2.2 Representations of DNR. DNR represents as follows:
(a) DNR is a department of the State and a governmental instrumentality duly organized and
existing under the laws of the State with lawful power and authority to enter into this Agreement acting by
and through its duly authorized officers.
(b) DNR is the State’s administrative body responsible for the enforcement of the Federal Act
and Chapter 644 of the Revised Statutes of Missouri, as amended, and is responsible for the management
of the CWSRF Direct Loan Program. DNR will comply with the terms and conditions of its agreements
with EPA applicable to the CWSRF Direct Loan Program.
(c) DNR commits to fund the Loan from one or more of the following sources (provided DNR
may modify the sources if DNR has the legal authority to commit the replacement sources to the funding
of the Loan):
(i) any available funds pursuant to a capitalization grant agreement with the EPA;
(ii) any available funds designated as the State’s required matching funds necessary to
receive ongoing capitalization grants from the EPA including, but not limited to,
proceeds from the sale of Master Trust Bonds issued by the Authority designated
as “State Match Bonds” (as defined in the Master Trust Agreement);
(iii) any available proceeds from the sale of Master Trust Bonds issued by the Authority
designated as “Leveraged Bonds” (as defined in the Master Trust Agreement);
and/or
(iv) The Water and Wastewater Loan Revolving Fund.
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(d) This Loan has not been designated as a “federal equivalency project.”
(e) The execution, delivery and performance of this Agreement by DNR will not result in a
breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or
agreement or other instrument to which DNR is a party or by which it or any of its property is bound or any
applicable law, rule or regulation.
ARTICLE III
EXECUTION OF AGREEMENT; TERMS OF LOAN
Section 3.1 Execution and Delivery of Agreement. Simultaneously with the execution of this
Agreement, the Participant will deliver the following:
(a) to DNR and the Paying Agent, a certified copy of the Ordinance and the minutes
(or an excerpt thereof) of the meeting of the Participant’s Governing Body showing the passage of
the Ordinance;
(b) to the Paying Agent, the executed Bond in the maximum principal amount of
$14,132,000, to be authenticated by the Paying Agent and held by the Paying Agent in trust on
behalf of the Owner;
(c) to DNR and the Paying Agent, an executed counterpart of this Agreement, and the
Escrow Agreement;
(d) to DNR and the Paying Agent, a certificate of the Participant executed by the
Authorized Representative in form and substance satisfactory to DNR; and
(e) a signed copy of the opinion of Local Bond Counsel to the effect that the execution
and delivery of this Agreement, the Escrow Agreement and the Bond have been duly authorized
by the Participant; this Agreement, the Escrow Agreement and the Bond have been duly and validly
executed and delivered by the Participant and constitute valid and binding obligations of the
Participant enforceable in accordance with their terms; and the Bond is a valid and binding special,
limited obligation of the Participant payable solely from, and secured by a pledge of, the Net
Revenues derived by the Participant from the operation of the System, after providing for the costs
of operation and maintenance thereof; and will address whether the Bond is issued on parity with,
or is junior and subordinate to, any outstanding System Revenue Bonds of the Participant. In
rendering the foregoing opinion, Local Bond Counsel may take an exception on account of
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights generally and by equitable principles, whether considered at law or in equity.
Section 3.2 Maximum Principal Amount of Loan. Subject to the provisions of this Agreement,
DNR will make the Loan in installments to the Participant in the maximum principal amount of $14,132,000
to pay Eligible Costs of the Project and to pay Costs of Issuance. The Maximum Principal Amount may be
reduced without revision of any other terms, provisions or conditions of this Agreement to reflect reductions
in the estimated or actual total Eligible Costs as impacted by opening of bids for construction, change
orders, final actual costs, and prepayments. The Loan is evidenced by the Bond.
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Section 3.3 Funding of Purchase Price Installments and Disbursements.
(a) DNR will fund Purchase Price Installments and moneys will be disbursed from the
Construction Fund to the Participant only once each calendar month in accordance with this Secti on and
the Escrow Agreement. DNR will not fund a Purchase Price Installment in the months of June and
December after the date that is two Business Days prior to the 15th calendar day of those months, unless
(i) the Participant has made special arrangements with DNR and the Paying Agent to assure that interest on
the Bond payable on the following Interest Payment Date will be calculated and payment received by the
Paying Agent not less than two Business Days prior to the Interest Payment Date, and (ii) DNR and the
Paying Agent have agreed to the special arrangements, in their sole discretion.
(b) The Participant will deliver, by overnight delivery, regular mail service or electronic mail,
a completed Requisition to DNR. The Requisition must be executed by the Authorized Representative, set
forth the amounts due and payable to the payees identified in signed invoices or statements attached to the
Requisition submitted to DNR, and contain any additional information requested by DNR. The execution
and delivery of a Requisition will constitute a representation by the Participant that, to the best of its
knowledge, the amounts for which a Requisition is submitted are due and payable and constitute Eligible
Costs and/or Costs of Issuance. Notwithstanding any provision herein to the contrary, no Requisition is
required for the initial Purchase Price Installment related to the payment of Costs of Issuance.
(c) DNR will use its best efforts to review a Requisition within ten Business Days after its
receipt to determine if any Project Costs are Ineligible Costs. This determination will be conclusive, unless
determined otherwise by EPA in its annual oversight reviews. DNR will notify the Paying Agent of DNR’s
approval of the Requisition in whole or in part by transmitting to the Paying Agent the approved
Requisition. The approved Requisition will not be accompanied by applicable vouchers and statements.
DNR will not approve any Requisition upon an Event of Default by the Participant or the issuance of a
stop-work order by EPA or DNR.
(d) Upon DNR’s approval of a Requisition, DNR will fund a Purchase Price Installment of the
Bond in an amount equal to the Actual Reimbursement Amount by electronic transfer of funds to the Paying
Agent for deposit by the Paying Agent in the Construction Fund. Subject to Section 7 of the Escrow
Agreement, the Paying Agent will pay the Actual Reimbursement Amount to the Participant within two
Business Days after the Paying Agent’s receipt of the approved Requisition.
Section 3.4 Completion of Project and Initiation of Operations.
(a) The completion of the Project shall be evidenced to the Paying Agent and DNR by a
certificate signed by the Authorized Representative stating (i) that the Project has been completed in
accordance with the plans and specifications therefor, (ii) that all Project Costs have been paid, except
Project Costs the payment of which is not yet due or is being retained or contested in good faith by the
Participant or required to be retained pursuant to this Agreement , (iii) the date of the Initiation of
Operations, and (iv) that the Project meets National Pollution Discharge Elimination System (“NPDES”)
permit limits, if applicable. The Participant’s certificate must be accompanied by a certification by the
Consulting Engineer that the Project was constructed in accordance with the approved plans and
specifications and, if applicable, meets NPDES permit limits. The Participant’s certificate may state that it
is given without prejudice as to any rights of the Participant against third parties that exist as of the date of
the certificate or that may subsequently come into being.
(b) If the date of Initiation of Operations, as certified by the Participant pursuant to subsection
(a) above, will cause the final principal payment on the Loan to be more than 20 years after said date, DNR
will provide a revised debt service schedule and replacement Exhibit B (Mandatory Sinking Fund
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Redemption Schedule) to the Ordinance to the Participant and the Paying Agent reflecting a final Principal
Payment Date not more than 20 years after the certified date of Initiation of Operations.
Section 3.5 Completion of Funding.
(a) The Completion of Funding will be the date of a certificate signed by the Authorized
Representative and delivered to the Paying Agent and DNR stating that no further funding of Purchase
Price Installments will be requested by the Participant. DNR may direct the Participant to sign and deliver
a Completion of Funding certificate in appropriate circumstances. Appropriate circumstances include, but
are not limited, to the following:
(i) the Participant appears to have satisfied or is in a position to satisfy the conditions
set forth in Section 3.4 for completion of the Project and/or has filed the certificate described in
Section 3.4 but has not filed the Completion of Funding certificate in a timely manner;
(ii) the Participant has not submitted a Requisition for a significant period of time or
otherwise demonstrated that the Participant is proceeding with due diligence to complete the
Project; or
(iii) Completion of Funding has not occurred by the third anniversary of the Closing
Date, unless the Participant, by written request to DNR, requests an extension and establishes to
the satisfaction of DNR that Completion of Funding will occur within a reasonable period
thereafter.
(b) Within 10 Business Days after the Participant has delivered the Completion of Funding
certificate, DNR will provide a final debt service schedule for the Bond, which the Parties hereby
acknowledge and agree shall serve as a replacement Exhibit B (Mandatory Sinking Fund Redemption
Schedule) to the Ordinance without the requirement of any further action by the Governing Body of the
Participant, the Owner or the Paying Agent.
ARTICLE IV
PAYMENTS
Section 4.1 Bond Payments.
(a) The Participant will repay the Loan by making the Bond Payments in accordance with the
Ordinance.
(b) The Participant represents that the first scheduled principal payment of the Bond is prior
to the first anniversary of the expected Initiation of Operations.
Section 4.2 Additional Payments. The Participant will be responsible for payment of all Costs
of Issuance. In addition, the Participant will pay the Administrative Fee and the Paying Agent’s fees and
expenses pursuant to Section 211 of the Ordinance.
Section 4.3 Loan Prepayment. The Participant may prepay the Loan by complying with the
redemption provisions for the Bond as set forth in the Ordinance. The Participant will be responsible for
the payment of any professional costs, fees and expenses incurred in connection with the prepayment of the
Loan pursuant to Section 301 of the Ordinance.
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Section 4.4 Disposition of Remaining Moneys. Upon the payment in full of the Bond and the
payment of the Administrative Fee, the Paying Agent’s Fee and expenses and the extraordinary fees and
expenses of the Paying Agent, if any, the Paying Agent will disburse the moneys and Investment Securities
remaining in the Repayment Fund to the Participant.
ARTICLE V
TAX REPRESENTATIONS AND COVENANTS
Section 5.1 Meaning of Words and Terms. Words and phrases used in this Article generally
have the meanings assigned in §§ 103 and 141-150 of the Internal Revenue Code of 1986, as amended (the
“Code”), in the applicable regulations and rulings issued by the U.S. Treasury Department (the “Treasury
Regulations”), and in Article I. In addition to words and terms defined in this Agreement, the following
words and terms used in this Article have the following meanings:
“Annual Compliance Checklist” means a questionnaire and/or checklist, initially in the form set
forth in Exhibit C, that is completed and executed each year by an authorized officer of the Participant in
compliance with the Authority’s Tax Compliance Procedure.
“Authority” means the State Environmental Improvement and Energy Resources Authority, a body
corporate and politic and a governmental instrumentality of the State.
“Authority Bond Compliance Officer” means the Deputy Director of the Authority or any successor
officer tasked with post-issuance compliance duties pursuant to the Tax Compliance Procedure.
“Bond Transcript” means the “transcript of proceedings” or other similarly titled set of transaction
documents assembled by Bond Counsel following the issuance of the Bond.
“Bond Year” means each one-year period (or shorter period for the first Bond Year) ending July 1.
“Code” means the Internal Revenue Code of 1986, as amended.
“Final Written Allocation” means the Final Written Allocation of Bond proceeds prepared pursuant
to Section 5.9.
“Financed Facility” means the portion of the Project consisting of property financed or refinanced
with the proceeds of the Bond as described in this Agreement. If there is more than one “Project” described
in the definition of “Project” in Article I, for this Article V “Financed Facility” means the Bond-financed
portion of each “Project” described in Article I.
“Investment” means any security, obligation, annuity contract or other investment -type property
that is purchased directly with, or otherwise allocated to, gross proceeds of the Bond. 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.
“Issue Date” means the date of issuance of the Bond, which is the first date that the sum of the
initial Purchase Price Installment and subsequent Purchase Price Installments exceed the lesser of $50,000
or 5% of the Maximum Principal Amount.
“Measurement Period” means, with respect to each item of property financed as part of the
Financed Facility, the period beginning on the later of (a) the Issue Date or (b) the date the property is
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placed in service and ending on the earlier of (i) the final maturity date of the Bond or (ii) the expected
economic useful life of the property.
“Non-Qualified User” means a person other than a Qualified User.
“Opinion of Bond Counsel” means the written opinion of Local Bond Counsel, Program Bond
Counsel or another attorney or firm of attorneys with a nationally recognized st anding in the field of
municipal bond financing acceptable to the Authority.
“Post-Issuance Tax Requirements” means those requirements related to the use of proceeds of the
Bond, the use of the Financed Facility and the investment of gross proceeds of the Bond after the Issue
Date.
“Qualified User” means a State, territory, a possession of the United States of America, the District
of Columbia, or any political subdivision thereof or any instrumentality of such unit. The term “Qualified
User” does not include the United States of America or any agency or instrumentality thereof.
“Tax Compliance Procedure” means the Authority’s State Revolving Funds Programs Tax
Compliance Procedure dated as of July 25, 2013, attached as Exhibit D, as amended and supplemented
from time to time.
Section 5.2 General. The Bond is being issued for the purpose of providing funds to pay the
costs of the Financed Facility. The Participant acknowledges that the investment and expenditure of
proceeds of the Bond are primarily within its control and that substantially all of the net proceeds of the
Bond will be used to finance property that is owned and controlled by the Participant. For these reasons,
the Participant acknowledges and agrees that, in order to induce DNR to provide favorable financing
through the CWSRF Direct Loan Program by the purchase of the Bond and the Authority to issue its Master
Trust Bonds from time to time, the Participant makes the representations and covenants related to the Post-
Issuance Tax Requirements as set forth in this Article V for the benefit of DNR and the Authority.
Section 5.3 Authority and Purpose for the Bond. The Bond is being issued for the purpose of
providing funds to pay the costs of the Financed Facility.
Section 5.4 Proceeds of the Bond. The total maximum proceeds to be received by the Participant
from the sale of the Bond will be $14,132,000, funded in installments, as follows: (i) the initial Purchase
Price Installment paid to the Paying Agent on the Closing Date in the amount of $194,292.00, and (ii) the
balance funded from time to time pursuant to this Agreement and deposited in the Construction Fund in
accordance with the Escrow Agreement. The Participant expects to request the funding of additional
Purchase Price Installments on the dates and in the amounts as set forth in the Participant’s due diligence
request form or related documents filed with DNR.
Section 5.5 Governmental Bond Tests and Related Requirements.
(a) General. The Participant will not use any portion of the Bond proceeds, including any
Investment earnings on Bond proceeds, directly or indirectly, nor permit the use of any portion of the
Financed Facility, in a manner that would cause any Bond to be a “private activity bond” as defined in Code
§ 141.
(b) Use of Financed Facility. The Bond proceeds will be used to finance the Financed Facility.
Throughout the Measurement Period, all property comprising the Financed Facility will be owned by the
Participant. Not more than 10% of the proceeds of the Bond will be used in a manner that constitutes a
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“private business use” during the Measurement Period. In making the foregoing representations, the
Participant acknowledges that (i) use of the property comprising the Financed Facility is determined
annually throughout the Measurement Period; (ii) the use of the Financed Facility is treated as the direct
use of proceeds of the Bond; (iii) the term “private business use” generally means ownership or lease by,
or other use in the trade or business of, a Non-Qualified User; (iv) any activity carried on by a Non-Qualified
User other than a natural person is treated as a trade or business; (v) the Financed Facility is treated as being
used for a private business use if it is leased to a Non-Qualified User and subleased to a Qualified User, or
leased to a Qualified User and then subleased to a Non-Qualified User, if the Non-Qualified User’s use is
in a trade or business; and (vi) in most cases, use of the Financed Facility constitutes private business use
only if a Non-Qualified User has special legal entitlements to use the Financed Facility under an
arrangement with the Participant.
(c) Private Security or Payment. The payment of principal and interest on the Bond will not
be (under the terms of the Bond or any underlying arrangement) directly or indirectly:
(1) secured by (i) any interest in property used or to be used for a private business 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 Participant
in respect of property or borrowed money) used or to be used for a private business use.
For purposes of the foregoing, taxes of general application are not treated as a private payment or as private
security so long as no taxpayer enters into any “impermissible agreement” with respect to the collection or
payment of the tax as described in Treasury Regulations § 1.141-4(e)(4)(ii). The Participant will use
revenues derived from the operation of the Financed Facility to pay the debt s ervice on the Bond. All
revenues will be derived from rates, fees and charges that are generally applicable and uniformly applied,
and that do not convey priority rights or other preferential benefits for use of the Financed Facility.
(d) No Private Loan. No proceeds of the Bond will be loaned directly or indirectly to any
Non-Qualified User. Special assessments may be used as a source of repayment of the Bond so long as the
assessments meet the criteria set out in Treasury Regulations § 1.141-5(d).
(e) No Federal Guarantees. The Participant will not take any action or permit any action to
be taken that would cause the Bond to be “federally guaranteed” within the meaning of Code § 149(b).
(f) Management Contracts. [**CITY TO CONFIRM**] The Participant has not entered into
any “Management Contract” (as defined below) with any Non-Qualified User with respect to the Financed
Facility and will not enter into or renew any Management Contract with any Non-Qualified User with
respect to the Financed Facility without first obtaining an Opinion of Bond Counsel, addressed to the
Participant, the Authority and DNR, that the Management Contract will not adversely affect the exclusion
of the interest on the applicable Master Trust Bonds from gross income for federal income tax purposes.
The term “Management Contract” is defined in Treasury 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 Facility, such as a contract to manage the Financed Facility or any portion thereof.
Contracts for services that are solely incidental to the primary governmental function of the Financed
Facility (for example, contracts for janitorial, office equipment repair, billing, or similar services) are not
treated as management contracts.
(g) Leases. [**CITY TO CONFIRM**] The Participant has not entered into any lease with a
Non-Qualified User and will not enter into or renew a lease of all or any portion of the Financed Facility
with any Non-Qualified User, without first obtaining an Opinion of Bond Counsel, addressed to the
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Participant, the Authority and DNR, that such lease will not adversely affect the exclusion of the interest
on the applicable Master Trust Bonds from gross income for federal income tax purposes. Use of portions
of the Financed Facility by members of the general public on a short-term basis in the ordinary course of
the Participant’s operation of the Financed Facility is disregarded.
Section 5.6 Sinking Funds. The Participant is required under the Ordinance to make periodic
payments in amounts sufficient to pay the principal of and interest on the Bond. The Participant will deposit
these payments with the Paying Agent into the Principal Account and the Interest Account of the Repayment
Fund held by the Paying Agent. Except for the Principal Account and the Interest Account and the Debt
Service Fund, the Participant has not established, and does not expect to establish, any sinking fund or other
similar fund expected to be used directly or indirectly to pay principal of or interest on the Bond. The
Repayment Fund and the Debt Service Fund are used primarily to achieve a proper matching of revenues
with principal and interest payments on the Bond within each Bond Year and the Participant expects that
the Repayment Fund and the Debt Service Fund will each qualify as a “bona fide debt service fund,” as that
term is defined in the Treasury Regulations.
Section 5.7 No Replacement 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 Facility, and that have been or
will be used to acquire higher yielding Investments. Except for the Principal Account and the Interest
Account of the Repayment Fund and the Debt Service Fund, 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 Bond if the Participant encounters financial difficulty.
Section 5.8 Reimbursement of Expenditures. On December 6, 2021, the Participant’s
Governing Body passed an ordinance declaring the intent of the Participant to borrow to finance costs of
the Financed Facility for the Participant, and to reimburse the Participant for expenditures made for the
Financed Facility prior to the issuance of obligations evidencing the borrowing (the “Reimbursement
Action”). A copy of the Reimbursement Action is contained in the Bond Transcript. No portion of the net
proceeds of the Bond will be used to reimburse an expenditure paid by the Participant more than 60 days
prior to the date the Reimbursement Action was passed.
Section 5.9 Final Written Allocation. The Participant agrees that its file of all Requisitions and
supporting invoices provided to DNR pursuant to Article III will constitute the Participant’s Final Written
Allocation of the application of proceeds of the Bond to the Financed Facility. The Participant may, with
at least 60 days’ prior written notice to, and the written consent of DNR, deliver a revised Final Written
Allocation to DNR if the revised Final Written Allocation is accompanied by an Opinion of Bond Counsel.
However, no revised Final Written Allocation will be made more than 18 months following the later of
(a) the date of the expenditure or (b) the date the Financed Facility was placed in service, unless an Opinion
of Bond Counsel is delivered to the Authority and DNR.
Section 5.10 Hedge Bond. The Participant expects that at least 85% of the net sale proceeds of
the Bond will be used to carry out the governmental purpose of the Bond within three years after the Issue
Date.
Section 5.11 Post-Issuance Compliance with Federal Tax Matters. The Participant shall
complete the Annual Compliance Checklist and deliver the Annual Compliance Checklist to the Authority
Bond Compliance Officer in accordance with the Tax Compliance Procedure. To the extent within its
power and control, the Participant will take all action requested in writing by the Authority Bond
Compliance Officer that is necessary to cause the interest on the Master Trust Bonds to remain excludable
from gross income for federal income tax purposes.
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Section 5.12 Records.
(a) The Participant recognizes that (i) investors purchase the Master Trust Bonds with the
expectation that interest on the Master Trust Bonds is and will remain excludable from gross income for
federal income tax purposes, (ii) the tax-exempt status of interest on the Master Trust Bonds depends in
part on the accuracy of the Participant’s representations and the satisfaction of the Participant’s agreements
contained in this Article, many of which relate to matters that will occur after the Issue Date, and (iii) as
part of its ongoing tax-exempt bond audit program the Internal Revenue Service requires that records be
created and maintained with respect to the following matters:
(1) documentation evidencing the expenditure of the Bond in sufficient detail to
determine the date of the expenditure, the asset acquired or the purpose of the expenditure;
(2) documentation evidencing the use of the Financed Facility by public and private
persons (for example, copies of management contracts or leases); and
(3) documentation evidencing all sources of payment or security for the Bond.
(b) The Participant has procedures in place or will establish procedures to create and retain
these records. Unless otherwise specifically instructed in a written Opinion of Bond Counsel, the
Participant will retain and maintain these records related to the Post-Issuance Tax Requirements until three
years following the final maturity of (i) the Bond or (ii) any obligation issued to refund the Bond. Any
records maintained electronically must comply with Section 4.01 of Revenue Procedure 97 -22, which
generally provides that an electronic storage system must (1) ensure an accurate and complete transfer of
the hardcopy records that indexes, stores, preserves, retrieves and reproduces the electronic records,
(2) include reasonable controls to ensure integrity, accuracy and reliability of the electronic storage system
and to prevent unauthorized alteration or deterioration of electronic records, (3) exhibit a high degree of
legibility and readability both electronically and in hardcopy, (4) provide support for other books and
records of the Participant, and (5) not be subject to any agreement that would limit the ability of the Internal
Revenue Service to access and use the electronic storage system on the Participant’s premises.
ARTICLE VI
ASSIGNMENTS; SALE, LEASE OR DISPOSAL OF THE PROJECT
Section 6.1 Assignment by DNR. The Participant acknowledges that DNR may, in its sole
discretion, assign the Bond and its right, title and interest in this Agreement, in whole or in part, including
the right to receive Bond Payments from the Participant, to the Authority or a bond trustee under the SRF
Program, to secure Master Trust Bonds or otherwise.
Section 6.2 Assignment by the Participant; Sale, Lease or Disposal of the Project.
(a) The Participant may sell, lease, mortgage or otherwise dispose of the Project or any
material part with an original value greater than $5,000 if it is replaced by other similar property of at least
equal value or, if it ceases to be necessary for the efficient operation of the Project or the System, with the
prior written consent of DNR. In the event of sale, lease, mortgage or other disposition of the Project to a
municipality, a county, a public sewer district, a public water supply district, a political subdivision of the
State, an instrumentality of the State, or a combination of the same, the Participant will apply the proceeds
to either (i) the redemption of Bond in accordance with the provisions governing redemption of the Bond
in advance of maturity, or (ii) replacement of the property sold, leased, mortgaged or disposed of by other
property the revenues of which are incorporated into the System. In the event of sale, lease or other
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disposition of the Project to any other entity, the Participant will provide for the full redemption of the Bond
(regardless of the amount of the disposition proceeds). If the Bond are required to be redeemed as provided
above, the proceeds of the sale, lease, mortgage or other disposition will be deposited into a separate escrow
account to be established by the Participant with the Paying Agent pursuant to the defeasance provisions of
the Ordinance or as otherwise directed in writing by DNR. The Participant may cease to operate, abandon
or otherwise dispose of any property that has become obsolete, unproductive or otherwise unusable to the
advantage of the Participant.
(b) The provisions of paragraph (a) will not prohibit, restrain or restrict any sale, lease or other
disposition of any portion of the Project that has not been financed with Disbursements.
ARTICLE VII
EVENTS OF DEFAULTS AND REMEDIES
Section 7.1 Events of Default. Any of the following events will be an “Event of Default” under
this Agreement:
(a) failure by the Participant to pay, or cause to be paid, any Bond Payment required
to be paid when due;
(b) failure by the Participant to observe and perform any agreement under this
Agreement, or the Ordinance, other than as referred to in paragraph (a) of this Section, and the
continuation of the failure for a period of 30 days after written notice is given pursuant to
Section 7.2. If the failure stated in the notice is correctable but cannot be corrected within the
applicable period and corrective action is instituted and diligently pursued by the Participant, DNR
may not unreasonably withhold its consent to an extension to the date that is 90 days after the
delivery of the original notice;
(c) any representation made by or on behalf of the Participant in this Agreement, the
Ordinance, the Participant’s due diligence request form provided to DNR or in any instrument
furnished in compliance with or with respect to this Agreement, is determined by DNR to be false
or misleading in any material respect;
(d) a petition is filed by or against the Participant under any federal or state bankruptcy
or insolvency law or other similar law, unless any petition filed against the Participant is dismissed
within 30 days after filing and the dismissal is final and not subject to appeal; and
(e) the Participant generally fails to pay its debts as they become due.
Section 7.2 Notice of Default. The Participant will give DNR and the Paying Agent prompt
telephonic notice of the occurrence of any Event of Default referred to in Section 7.1(d) or (e) and of the
occurrence of any other event or condition that, with the passage of time or the giving of notice, would
constitute an Event of Default. Telephonic notice will be immediately followed by written notice o f the
Event of Default. Notice of default given to the Participant will specify the event or condition, state that
the event or condition constitutes an Event of Default if not remedied, and request that the event or condition
be remedied. Except as provided in the first sentence of this Section, notice will be given in the manner
provided in Section 8.4.
Section 7.3 Remedies on Default. Whenever an Event of Default has occurred and is
continuing, DNR will have the right to take whatever action at law or in equity as provided in Sections 901
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and 902 of the Ordinance, subject to the provisions of Section 202 of the Ordinance, and as otherwise
provided by law, including, to the extent permitted by law, pursuant to Section 644.125 of the Revised
Statutes of Missouri, as amended.
Section 7.4 Attorneys’ Fees and Other Expenses.
(a) Upon (i) an Event of Default or (ii) the occurrence and continuance of any event that, with
the giving of notice, lapse of time, or both, would constitute an Event of Default, the Participant, on demand,
will pay to the Paying Agent and DNR the reasonable fees and expenses of attorneys and other reasonable
costs and expenses (including the reasonably allocated costs of in-house counsel and legal staff) incurred
by the Paying Agent and DNR in the collection of Bond Payments or the enforcement of any agreements
of the Participant.
(b) Prior to incurring any fees, costs and expenses pursuant to this Section, the Paying Agent
and DNR will provide written notice to the Participant that it intends to incur fees, costs and expenses.
Failure by the Paying Agent or DNR to give the notice will not affect the Paying Agent’s or DN R’s right
to receive payment for attorneys’ fees and expenses under this Section 7.4. Upon request by the Participant,
the Paying Agent and DNR will provide the Participant with copies of statements evidencing the fees, costs
and expenses for which the Paying Agent or DNR is requesting payment. The statements may be edited to
maintain the attorney-client privilege.
Section 7.5 Application of Moneys. Any moneys collected by the Paying Agent and DNR
under Section 7.3 will be applied first, to pay interest on the Bond then due and payable, second, to pay
principal on the Bond then due and payable, third, to pay the fees, costs and expenses owed by the
Participant under Section 7.4, and fourth, to pay any other amounts due and payable under this Agreement
and the Escrow Agreement.
Section 7.6 No Remedy Exclusive; Waiver; Notice. No remedy conferred upon or reserved to
DNR or the Paying Agent is intended to be exclusive and every remedy is cumulative and in addition to
every other remedy given under this Agreement or existing at law or in equity. No delay or omission to
exercise any right, remedy or power accruing upon any Event of Default will impair any right, remedy or
power or will be construed as a waiver. Any right, remedy or power may be exercised from time to time
and as often as may be deemed expedient. Neither the Paying Agent nor DNR are required to give notice
to the Participant in advance of the exercise of any right, remedy or power reserved to them in this Article,
except as expressly provided in this Article.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Continuing Disclosure.
(a) For purposes of this Section 8.1, the following terms have the following meanings, in
addition to capitalized terms defined elsewhere in this Agreement and the Ordinance:
“Beneficial Owner” means any registered owner of Master Trust Bonds and any other
person who, directly or indirectly, has the investment power with respect to any Master Trust
Bonds.
“Dissemination Agent” means the Master Trustee.
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“EMMA” means the Electronic Municipal Market Access system for municipal securities
disclosures, 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.
“Material Participant” means, subject to Section 8.1(d), the Participant if it has been
provided written notice by the Authority or the Master Trustee that it has outstanding bonds
purchased with proceeds of Master Trust Bonds and/or assigned by DNR to secure Master Trust
Bonds outstanding in the aggregate principal amount equal to 10% or more of the aggregate
principal amount of all Master Trust Bonds outstanding as of December 1 of each year or to be
outstanding upon the issuance of a series of Master Trust Bonds.
“MSRB” means the Municipal Securities Rulemaking Board.
“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
(b) If the Participant is notified by the Authority or the Master Trustee that the Participant is a
Material Participant, the Participant will comply with the provisions of this Section 8.1.
(i) The Material Participant will furnish to the Master Trustee (or provide written
confirmation to the Master Trustee that such information has been filed with the MSRB, through
EMMA):
(A) within 30 days after notification that it is a Material Participant, a copy of
its most recent financial statements prepared in accordance with accounting principles
generally accepted in the United States of America and audited by its independent auditors,
and the operating data of the Material Participant, through the previous fiscal year, in
substantially the scope and form contained in the appendix related to Material Participants
attached to the most recent official statement with respect to a series of Master Trust Bonds;
and
(B) within 270 days after the close of the fiscal year of the Material Participant
following notification that it is a Material Participant and each subsequent fiscal year, a
copy of the financial statements of the Material Participant prepared in accordance with
accounting principles generally accepted in the United States of America and audited by
its independent auditors (or if not available as of that date, the unaudited financial
statements of the Material Participant and, as soon thereafter as available, the audited
financial statements of the Material Participant), and the operating data of the Material
Participant, updated for the fiscal year then ended, in substantially the scope and form
contained in the appendix related to Material Participants attached to the most recent
official statement with respect to a series of Master Trust Bonds.
(ii) Any of the financial information or operating data required by this paragraph (b)
may be incorporated by reference from other documents, including official statements of the
Material Participant’s debt issues that have been filed with the MSRB, through EMMA, or the
Securities and Exchange Commission, and in the case of a final official statement, that is available
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from the MSRB. The Material Participant will clearly identify in each annual report submitted to
the Master Trustee each document incorporated by reference and the source from which it is
available.
(c) No later than 10 Business Days after the occurrence of any of the foll owing events, the
Material Participant will disseminate to the Master Trustee and the Authority notice of the occurrence of
any of the following events with respect to the Bond or the System (“Material Events”) (or provide written
confirmation to the Master Trustee and the Authority that such information has been filed with the MSRB,
through EMMA):
(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
Bond, or other material events affecting the tax status of the Bond or Master Trust
Bonds, proceeds of which have been allocated to the Bond;
(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 Bond, if
material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the Material Participant;
(13) the consummation of a merger, consolidation, or acquisition involving the System
or the sale of all or substantially all of the assets of the System, 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 paying agent or the change of name of
the paying agent, if material;
(15) incurrence of a Financial Obligation of the Material Participant, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar
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terms of a Financial Obligation of the Material Participant, 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 Material Participant,
any of which reflect financial difficulties.
(d) The Material Participant’s obligations under paragraphs (b) and (c) of this Agreement, will
terminate (i) upon the Material Participant’s receipt of a notification from the Authority or the Master
Trustee that the Material Participant is no longer a Material Participant or (ii) automatically upon payment
in full of all bonds of the Participant purchased with proceeds of Master Trust Bonds and/or assigned by
DNR to secure Master Trust Bonds.
(e) The sole remedies for a failure to comply with the provisions of this Section 8.1 are specific
enforcement or action in mandamus in a court of equity by any Beneficial Owner.
(f) Nothing in this Section prevents the Material Participant from disseminating any additional
information, or including any other information in any report or notice made under this Section, in addition
to that required by this Section. If the Material Participant chooses to include any information in any report
or notice made under this Section in addition to that which is specifically required by this Section, the
Material Participant will have no obligation to update the additional information or include it in any future
report or notice.
(g) The Participant agrees to cooperate and covenants take all reasonable actions necessary to
assist the Authority and DNR, their financial advisors, underwriters and counsel in the preparation of
official statements, private placement memorandum or other disclosure documents and all other documents
necessary to market and sell Master Trust Bonds.
Section 8.2 Effect of Breach. Failure on the part of DNR in any instance or under any
circumstances to observe or fully perform any obligation assumed by or imposed upon it by this Agreement
or by law will not make DNR liable in damages to the Participant or relieve the Participan t from making
any payment to DNR or fully performing any other agreement under this Agreement. The Participant may
have and pursue any other remedies provided by law for compelling performance by DNR of any agreement
of DNR.
Section 8.3 Termination of Agreement. This Agreement will terminate upon the payment in
full of the Bond under the Ordinance and the transfer of balances as set forth in Section 4.3.
Section 8.4 Notices. All notices, filings and other communications will be given by overnight
or first class mail, postage pre-paid, or sent by electronic mail, telegram, telecopy or telex or other similar
communication or delivered by a reputable private courier or overnight delivery service, addressed as
follows; provided, however, that notice to the Paying Agent shall be effective only upon receipt:
Participant:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: Mayor
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DNR:
Missouri Department of Natural Resources
Financial Assistance Center
1101 Riverside Drive, P.O. Box 176 (Zip Code 65102)
Jefferson City, Missouri 65101
Attention: Director
Email: deqwpcpfacaccounting@dnr.mo.gov
Paying Agent:
UMB Bank, N.A.
2 South Broadway, Suite 600
St. Louis, Missouri 63102
Attention: Corporate Trust Department
Each party may change its address by giving written notice of the new address to the other parties.
Section 8.5 Exculpatory Provision. In exercising powers under this Agreement, the Paying
Agent, the Participant and DNR and their members, directors, officers, employees and agents will not be
liable to any other party to this Agreement (a) for any actions taken or omitted by it or its members, officers,
directors, employees or agents in good faith and believed by it or them to be authorized or within their
discretion or rights or powers conferred upon them, or (b) for any claims based on this Agreement against
any member, director, officer, employee or agent of the Paying Agent, the Participant or DNR in his or her
individual capacity.
Section 8.6 Amendment. This Agreement may be amended or supplemented by a written
instrument executed by the parties, subject to the requirements of the Federal Act and regulatory authority
of EPA that The Water and Wastewater Loan Fund be operated in a manner that preserves The Water and
Wastewater Loan Fund in perpetuity for its designated purposes and to provide necessary and ongoing
assistance to communities to attain and maintain compliance with the Federal Act.
Section 8.7 Electronic Transactions. The transactions described in this Agreement 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.
Section 8.8 Severability of Invalid Provisions. If any agreement provided in this Agreement
is contrary to law, that agreement will be severable from the remaining agreements and will not affect the
validity of the other provisions of this Agreement.
Section 8.9 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be regarded for all purposes as one original and constitute one and the
same instrument.
Section 8.10 Applicable Law. This Agreement will be governed exclusively by the laws of the
State.
[Remainder of Page Intentionally Left Blank]
S-1
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their duly
authorized officers or signatories and dated as of the day and year first above written.
MISSOURI DEPARTMENT
OF NATURAL RESOURCES
By:
Authorized Officer
[City of Jefferson, Missouri - Purchase Agreement]
S-2
CITY OF JEFFERSON, MISSOURI
Mayor
(SEAL)
ATTEST:
City Clerk
Taxpayer Identification No.: 44-6000193
[City of Jefferson, Missouri - Purchase Agreement]
A-1
EXHIBIT A
FORM OF REQUISITION
RECIPIENT ORGANIZATION: PAYMENT REQUEST NUMBER:
City of Jefferson LOAN TRUSTEE:
320 E McCarty Street UMB BANK, NA
Jefferson City, MO 65101 IN TRUST FOR CITY OF JEFFERSON
2 S. BROADWAY, SUITE 600
FUNDING PROGRAM: ST. LOUIS, MO 63102
FUNDING TYPE:
PROJECT NUMBER:C295876-01 If applicable, check here if are you requesting release of retainage. _________
ELIGIBLE PROJECT COSTS INCURRED (EXCLUDING RETAINAGE)
Show construction, engineering, administrative costs, etc.
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
Z. Total from continuation sheet (lines L - Y)
AA. Eligible costs incurred to date
BB. TOTAL APPROVED ELIGIBLE COSTS TO DATE BB.
CC. LESS AMOUNT PREVIOUSLY APPROVED CC.
EE. AMOUNT PAYABLE TO RECIPIENT __________________________________EE.
RECIPIENT:
Signature of authorized certifying official Typed or printed name and title Date signed
Office Use Only DNR REVIEWER:
Signature of review official Typed or printed name and title Date signed
FOR OFFICE
USE ONLY
Clean Water
CERTIFICATION:
1. By signing this form, I certify to the best of my knowledge and belief that the form is true, complete, and accurate, and the expenditures, disbursements and cash receipts are
for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any
material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise.
2. The payrolls for this reimbursement request contain the information required to be provided under 29 CFR 5.5(a)(3)(ii), the appropriate information is being maintained under 29
CFR 5.5(a)(3)(i) and that such information is correct and complete; and the project is in compliance with the requirements of 29 CFR 5.5(a)(1), based upon the most recent payroll
copies.
Cost of Issuance at Loan Closing
Loan
MISSOURI DEPARTMENT OF NATURAL RESOURCES
FINANCIAL ASSISTANCE CENTER
STATE REVOLVING FUND REIMBURSEMENT FORM
CumulativeCurrent Period Office Use Only
A-2
PAGE ________ OF _______
RECIPIENT ORGANIZATION: PAYMENT REQUEST NUMBER:
City of Jefferson PROJECT NUMBER:C295876-01
ELIGIBLE PROJECT COSTS INCURRED (EXCLUDING RETAINAGE)
Show construction, engineering, administrative costs, etc.
L.
M.
N.
O.
P.
Q.
R.
S.
T.
U.
V.
W.
X.
Y.
TOTAL THIS PAGE:
FINANCIAL ASSISTANCE CENTER
CONTINUATION PAGE
CumulativeCurrent Period Office Use Only
MISSOURI DEPARTMENT OF NATURAL RESOURCES
STATE REVOLVING FUND REIMBURSEMENT FORM
B-1
EXHIBIT B
FEDERAL REQUIREMENTS1,2
CATEGORY
FEDERAL CITATION
EQUIV.
NON-
EQUIV.
General
Davis Bacon and Related Acts (DBRA) 33 U.S.C. 1382(b)(6)
42 U.S.C. 300j-12(a)(5)
Yes Yes
American Iron and Steel (AIS) 33 U.S.C. 1388
42 U.S.C. 300j-12(a)(4)
Yes Yes
Architecture and Engineering Procurement
(Brooks Act) (CWSRF only)
33 U.S.C. 1382(B)(14) Yes -
Cost and Effectiveness (CWSRF only)
33 U.S.C. 1382(B)(13) Yes Yes
Environmental Review (SERP) 40 CFR 35.3140
40 CFR 35.3580
Yes Yes
Fiscal Sustainability Plans (CWSRF only) 33 U.S.C. 1383(d)(1)(E)
Yes Yes
Generally Accepted Accounting Principles 33 U.S.C. 1382(b)(9)
42 U.S.C. 300j-12(g)(3)
Yes Yes
Signage: 2015 Enhancing Public Awareness
15-02 Yes -
Signage: 2022 BIL
Yes -
Single Audit
2 CFR Part 200, Subpart F Yes -
Technical, Managerial, and Financial Capacity
Demonstration (DWSRF only)
42 U.S.C. 300j-12(a)(13) Yes Yes
Crosscutters: Environmental
Archaeological and Historic Preservation Act
(AHPA)
16 U.S.C. 469 et seq.
PL 93-291
Yes -
Clean Air Act Conformity 42 U.S.C. 7401 et seq.
PL 95-95
Yes -
Coastal Barriers Resources Act 16 U.S.C. 3501 et seq.
PL 97-348
Yes -
Coastal Zone Management Act 16 U.S.C. 1451 et seq.
PL 92-583
Yes -
1 As of February 2024
2 Treatment Works only
B-2
CATEGORY
FEDERAL CITATION
EQUIV.
NON-
EQUIV.
Endangered Species Act 16 U.S.C. 1531 et seq.
PL 93-205
Yes -
Farmland Protection Policy Act 7 U.S.C. 4201 et seq.
PL 97-98
Yes -
Floodplain Management - E.O. 11988 (1997) as
amended by E.O. 13690 (2015)
Yes -
Magnuson-Stevens Fishery Conservation
Management Act
16 U.S.C. 1801 et seq.
PL 94-265
Yes -
National Historic Preservation Act (NHPA) 54 U.S.C. 300101 et seq.
PL 89-655
Yes -
Sole Source Aquifer, Section 1424(e) of SDWA
42 U.S.C. 300j-3e Yes -
Wetlands Protection
E.O. 11990 (1977) as amended by E.O. 12608
(1987)
Yes -
Wild and Scenic Rivers Act 16 U.S.C. 1271 et seq.
PL 90-54
Yes -
Super Crosscutters: Social Policy
Civil Rights Laws: The Age Discrimination Act
of 1975
42 U.S.C. 6102 et seq. Yes Yes
Civil Rights Laws: §13 of Federal Water
Pollution Control Act Amendments of 1972
(CWSRF only)
33 U.S.C. 1251 et seq.
PL 92-500
Yes Yes
Civil Rights Laws: §504 of Rehabilitation Act of
1973
29 U.S.C. 794
PL 93-112
Yes Yes
Civil Rights Laws: Civil Rights Act of 1964,
Title VI
42 U.S.C. 2000d et seq.
PL 88-352
Yes Yes
Crosscutters: Social Policy Authorities
Equal Employment Opportunity E.O. 11246
(1965)
Yes Yes
Federal Actions to Address Environmental
Justice in Minority Populations and Low-
Income Populations E.O. 12898 (2003)
Yes -
Disadvantaged Business Enterprises (DBEs)
40 CFR Part 33 Yes -
B-3
CATEGORY
FEDERAL CITATION
EQUIV.
NON-
EQUIV.
Crosscutters: Economic & Misc. Authorities
Administration of CAA (§306) & CWA (§508)
with respect to Federal contracts, grants, or
loans: E.O. 11738 (1973)
42 U.S.C. 7606 et seq.
33 U.S.C. 1368 et seq.
Yes -
Build America, Buy America Act (BABA)
PL 117-58, §§ 70901-70927 Yes -
Federal Funding Accountability and
Transparency Act (FAFTA)
PL 109-282 Yes -
Intergovernmental Review: Demonstration
Cities and Metropolitan Development Act
42 U.S.C. 3331 et seq.
PL 89-754
Yes -
Intergovernmental Review: Intergovernmental
Cooperation Act of 1968
42 U.S.C. 4201 et seq. Yes -
Intergovernmental Review:
E.O. 12372, as amended (1983)
40 CFR Part 29 Yes -
Prohibition on Certain Telecom and Video
Surveillance Services/Equipment (National
Defense Authorization Act)
2 CFR 200.216
PL 115-232 §889
Yes -
Debarment and Suspension
E.O. 12549 (1986)
2 CFR Part 180
2 CFR Part 1532
Yes -
Uniform Grant Guidance Subaward
Procurement and Monitoring (Grants only)
2 CFR 200.317-327
2 CFR 200.331-333
Yes Yes
Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970
(URA)
42 U.S.C. 4601 et seq.40 CFR Part
449 CFR Part 24PL 91-646
Yes -
Water Supply Cost Savings Self-Certification
(DWSRF only)
42 U.S.C. 300j-3d(b) Yes -
* * *
C-1
EXHIBIT C
INITIAL FORM OF ANNUAL COMPLIANCE CHECKLIST
Name of Participant: City of Jefferson, Missouri
SRF Loan No. (the “SRF Loan”) financing the Financed
Facility:
C295876-01
Name of bonds (“Bonds”) evidencing the SRF Loan: Sewerage System Revenue Bond (State of Missouri –
Direct Loan Program) Series 2024
Financed Facility (Project financed in whole or in part
with proceeds of the SRF Loan):
[Insert definition of “Project” as set forth in the
Purchase Agreement, as amended and supplemented]
Closing Date of SRF Loan: [**CLOSING DATE**]
Date Project was completed and was first used:
Written Name of Person Completing this Questionnaire:
Item Question Response
1
Ownership
1. Was all of the Financed Facility (i.e., the Project financed with the SRF
Loan) owned by the Participant during the entire Annual Period?
Question No. 1:
Yes
No
If answer to Question No. 1 is “YES,” move to Question No. 2.
If answer to Question No. 1 is “NO,” move to Question No. 1(a).
1(a). Was advice of Bond Counsel obtained prior to the sale or transfer?
If answer to Question No. 1(a) is “YES,” provide a description of the
advice to the Authority, include the description of the advice in the
Tax-Exempt Bond File, and move to Question 2.
If answer to Question No. 1(a) is “NO,” contact Bond Counsel,
include a description of the outcome in the Tax -Exempt Bond File,
and move to Question 2.
Question No. 1(a):
Yes
No
2
Leases, Use
Agreements and
Other Rights to
Possession
2. During the Annual Period, was any portion of the Financed Facility
(i.e., the Project financed with the SRF Loan) leased at any time pursuant
to a lease or similar use agreement or arrangement for more than 50 days
(e.g., an agreement permitting a cell phone tower to be erected on a bond-
financed water tower)?
Question No. 2:
Yes
No
If answer to Question No. 2 is “NO,” move to Question No. 3.
If answer to Question No. 2 is “YES,” move to Question No. 2(a).
2(a). Was advice of Bond Counsel obtained prior to entering into the lease
or similar use agreement or arrangement?
If answer to Question No. 2(a) is “YES,” provide a description of the
advice to the Authority, include a description of the advice in the Tax-
Exempt Bond File, and move to Question 3.
If answer to Question No. 2(a) is “NO,” contact Bond Counsel,
include a description of the outcome in the Tax -Exempt Bond File,
and move to Question 3.
Question No. 2(a):
Yes
No
C-2
Item Question Response
3
Management or
Service
Agreements
3. During the Annual Period, has the Participant entered into an
agreement with another entity to manage the operation of or provide
services with respect to the Financed Facility (i.e., the Project financed
with the SRF Loan)(e.g., does a private entity operate or provide services
with respect to any portion of the System on behalf of the Participant)?
Question No. 3:
Yes
No
If answer to Question No. 3 is “NO,” move to Question No. 4.
If answer to Question No. 3 is “YES,” move to Question No. 3(a).
3(a). Was advice of Bond Counsel obtained prior to entering into the
management or service agreement?
If answer to Question No. 3(a) is “YES,” provide a description of the
advice to the Authority, include a description of the advice in the Tax-
Exempt Bond File, and move to Question 4.
If answer to Question No. 3(a) is “NO,” contact Bond Counsel,
include a description of the outcome in the Tax -Exempt Bond File,
and move to Question 4.
Question No. 3(a):
Yes
No
4
Other Use
4. Was any agreement or arrangement entered into with an individual or
entity that grants special legal rights or special economic benefits with
respect to the Financed Facility (i.e., the Project financed with the SRF
Loan)?
Question No. 4:
Yes
No
If answer to Question No. 4 is “NO,” sign and date this questionnaire,
include a copy in the Tax-Exempt Bond File and send a copy to the
Authority.
If answer to Question No. 4 is “YES,” move to Question No. 4(a).
4(a). Was advice of Bond Counsel obtained prior to entering into the
agreement or arrangement?
If answer to Question No. 4(a) is “YES,” provide a description of the
advice to the Authority, include a description of the advice in the Tax-
Exempt Bond File, sign and date this questionnaire, include a copy
in the Tax-Exempt Bond File and send a copy to the Authority.
If answer to Question No. 4(a) is “NO,” contact Bond Counsel,
include a description of the outcome in the Tax -Exempt Bond File,
sign and date this questionnaire, include a copy in the Tax-Exempt
Bond File and send a copy to the Authority.
Question No. 4(a):
Yes
No
Name of Person Completing Questionnaire: ______________________________
Date: ______________________________
EXHIBIT D
AUTHORITY’S TAX COMPLIANCE PROCEDURE
____________________________________
1 As of [**CLOSING DATE**].
GILMORE & BELL, P.C.
DRAFT – APRIL 8, 2024
FOR DISCUSSION PURPOSES ONLY
__________________________
ESCROW TRUST AGREEMENT
Dated as of April 1, 2024
__________________________
by and between the
CITY OF JEFFERSON, MISSOURI
and
UMB BANK, N.A.,
as paying agent and escrow agent
relating to
NOT TO EXCEED $14,132,000
SEWERAGE SYSTEM REVENUE BOND
(STATE OF MISSOURI – DIRECT LOAN PROGRAM)
SERIES 2024
OF THE
CITY OF JEFFERSON, MISSOURI
ESCROW TRUST AGREEMENT
THIS ESCROW TRUST AGREEMENT (this “Escrow Agreement”) is entered into as of April 1,
2024, between the CITY OF JEFFERSON, MISSOURI, a home rule constitutional charter city and political
subdivision of the State of Missouri (the “Participant”), and UMB BANK, N.A., a national banking
association duly organized, existing and authorized to accept and execute trusts of the character herein set
out by virtue of the laws of the United States of America, as paying agent and escrow agent (the “Paying
Agent”). Terms not otherwise defined in the Recitals or Section 1 of this Escrow Agreement have the
meanings set forth in the below-defined Purchase Agreement.
RECITALS
1. Pursuant to 10 CSR 20-4.040 through 10 CSR 20-4.041 and 10 CSR 20-4.050 of the Code
of State Regulations, the Missouri Department of Natural Resources (“DNR”), in cooperation with the Clean
Water Commission of the State of Missouri (the “Commission”), has developed and implemented the State
of Missouri Clean Water State Revolving Fund Direct Loan Program (the “CWSRF Direct Loan Program”)
and has stated its intent to make loans and grants to political subdivisions and other qualified recipients of the
State of Missouri.
2. The Commission has approved a loan to the Participant to be made by DNR pursuant to the
Purchase Agreement dated as of April 1, 2024 (the “Purchase Agreement”) between the Participant and DNR
(the “Loan”).
3. DNR and the Participant have entered into the Purchase Agreement to (a) provide for the
Loan to finance improvements to certain publicly-owned or other qualified wastewater treatment facilities
(the “Project” as further described in the Purchase Agreement), (b) set forth the parties’ respective covenants
and agreements respecting the application of the net proceeds of the Loan and the implementation of the
Project, and (c) satisfy the obligations of DNR under the Federal Act and EPA guidance related to the CWSRF
Direct Loan Program and to preserve The Water and Wastewater Loan Fund in perpetuity.
4. The Loan will be evidenced by the Bond of the Participant as further described in the
Purchase Agreement.
5. As a condition to the execution and delivery of the Purchase Agreement, DNR has required
that the Participant enter into this Escrow Agreement with the Paying Agent.
AGREEMENT
Section 1. Definitions. In addition to words and terms defined in the Recitals, elsewhere in
this Escrow Agreement, in the Purchase Agreement and in the Ordinance, capitalized words and terms have
the following meanings in this Escrow Agreement:
“Account” means any of the accounts established by Section 4.
“Administrative Expense Fund” means the Fund so designated and established by Section 4. The
Administrative Expense Fund does not constitute part of the CWSRF Direct Loan Program.
“Bond” means the Sewerage System Revenue Bond (State of Missouri – Direct Loan Program)
Series 2024, issued by the Participant pursuant to the Ordinance.
-2-
“Business Day” means any day other than a Saturday, a Sunday or any other day on which banking
institutions in the State are either authorized or required to be closed.
“Construction Fund” means the Fund so designated and established by Section 4.
“Debt Service Fund” means the Fund so designated and established by Section 4.
“Fund” means any of the funds established by Section 4.
“Interest Account” means the Interest Account established within the Repayment Fund.
“Interest Period” means each six-month period from January 1 through June 30 and July 1 through
December 31.
“Paying Agent’s Fee” means (i) an initial one-time fee of $1,000 payable on the date of issuance
of the Bond, plus (ii) a semiannual fee of 0.015% of the outstanding principal amount of the Bonds as of
the Business Day preceding each Interest Payment Date (but not less than $525), for the Paying Agent ’s
fees and ordinary expenses (excluding any extraordinary fees and expenses), for services performed as the
paying agent and escrow agent under this Escrow Agreement and the Ordinance, as applicable. The amount
described in clause (ii) is payable semiannually in arrears on each Interest Payment Date.
“Principal Account” means the Principal Account established within the Repayment Fund.
“Quarterly Payment” means each quarterly payment to be made by the Participant to the Paying
Agent under Section 502 of the Ordinance.
“Repayment Fund” means the Fund so designated and established by Section 4. The Repayment
Fund does not constitute part of the CWSRF Direct Loan Program.
Section 2. DNR Actions. All approvals, notices, consents and other actions of DNR under
this Agreement and the Purchase Agreement (other than the execution of this Agreement, the Purchase
Agreement and any amendments thereto) will be executed by the Director of the Financial Assistance
Center of DNR (or any other person designated from time to time by the Director of DNR by a written
instrument filed with the Participant and the Paying Agent), who shall have continued authority to grant
such approvals and consents, deliver notices and perform other actions of DNR under this Agreement and
the Purchase Agreement.
Section 3. Receipt of Documents. The Paying Agent hereby acknowledges receipt of a
certified copy or executed counterpart of each of the Purchase Agreement and the Ordinance. Reference or
citation in this Escrow Agreement to any provisions of the Purchase Agreement or the Ordinance will
incorporate the same as a part of this Escrow Agreement in the same manner and with the same effect as if
they were fully set forth in this Escrow Agreement. On the Closing Date, the Participant will cause the
documents described in Section 3.1 of the Purchase Agreement to be delivered to the Paying Agent.
Section 4. Establishment of Funds and Accounts. There are hereby created and established with
the Paying Agent the following special and irrevocable separate trust funds and accounts, each of which will
be held by the Paying Agent under this Escrow Agreement:
(a) the Debt Service Fund;
(b) the Construction Fund;
-3-
(c) the Repayment Fund, consisting of a Principal Account and an Interest Account; and
(d) the Administrative Expense Fund.
Section 5. Deposits of Bond Proceeds.
(a) On or before the Closing Date, the proceeds of the initial Purchase Price Installment in the
amount of $194,292.00 will be deposited by the Paying Agent as follows: (i) $0.00 in the Construction Fund;
and (ii) $194,292.00 in the Administrative Expense Fund.
(b) Upon receipt, all future Purchase Price Installments received from DNR pursuant to Section
3.3 of the Purchase Agreement will be deposited in the Construction Fund.
Section 6. Debt Service Fund.
(a) There will be deposited in the Debt Service Fund moneys to be transferred from the
Construction Fund and the Principal Account and the Interest Account of the Repayment Fund pursuant to
Sections 7 and 8 on the dates and in the following order of priority:
(i) First, on each Interest Payment Date, from the Construction Fund the investment
earnings on moneys in the Construction Fund;
(ii) Second, on each Principal Payment Date, from the Principal Account of the
Repayment Fund all moneys in the Principal Account to be applied solely to the payment of the
principal component of the Bond Debt Service; and
(iii) Third, on each Interest Payment Date, to the extent moneys in the Debt Service Fund
are not sufficient to pay the Bond Debt Service, from the Interest Account of the Repayment Fund an
amount equal to such deficiency.
(b) Except as provided in (d) below, moneys on deposit in the Debt Service Fund will be applied
solely to pay the Bond Debt Service as the same becomes due and payable. On each date fixed for redemption
of the Bond, each Principal Payment Date and each Interest Payment Date, the Paying Agent will remit to the
Owner an amount from the Debt Service Fund equal to the Bond Debt Service due and payable on such date.
(c) No later than the 15th day of the month after each Interest Payment Date, the Paying Agent
will provide a written notice to the Participant of the amount remaining in the Debt Service Fund and the
Interest Account of the Repayment Fund, which will constitute a credit against the Bond Payments in
accordance with Section 502 of the Ordinance.
(d) Moneys remaining in the Debt Service Fund at the close of business on the date on which the
Bond is paid in full will be transferred to the Participant.
Section 7. Construction Fund.
(a) The Paying Agent will deposit in the Construction Fund the amounts specified in
Section 5(a)(i) and (b).
-4-
(b) Within two Business Days after the deposit of a Purchase Price Installment in the
Construction Fund, the Paying Agent will make the Disbursement from the Construction Fund to the
Participant.
(c) Investment earnings on moneys held in the Construction Fund will be deposited into the
Construction Fund and then transferred to the Debt Service Fund pursuant to Section 6.
(d) Investment earnings remaining in the Construction Fund on the Completion of Funding will
be transferred to the Debt Service Fund.
Section 8. Repayment Fund.
(a) The Paying Agent will deposit (i) in the Principal Account of the Repayment Fund, the
principal component of each Quarterly Payment and any other moneys received from the Participant for
deposit in the Principal Account, and (ii) in the Interest Account of the Repayment Fund, the balance of the
Quarterly Payment and any other moneys received from the Participant for deposit in the Interest Account.
(b) Moneys in the Repayment Fund will be disbursed at the times, in the amounts and in the
priority, as follows:
(i) First, on each Principal Payment Date, from the Principal Account of the Repayment
Fund to the Debt Service Fund, the amount calculated in accordance with Section 6(a)(ii);
(ii) Second, on each Interest Payment Date or date on which interest is payable as a result
of a redemption of the Bond, from the Interest Account of the Repayment Fund to the Debt Service
Fund, the amount calculated in accordance with Section 6(a)(iii); and
(iii) Third, upon the payment in full of the principal of and interest on the Bond, all
moneys remaining on deposit in the Repayment Fund to the Participant in accordance with
Section 4.3 of the Purchase Agreement.
(c) If the first transfer in accordance with clause (b)(i) above would not occur by the first
anniversary of the Initiation of Operations, the Paying Agent, on the first day of the calendar month next
preceding the first anniversary of the Initiation of Operations, will transfer from the Principal Account of the
Repayment Fund to the Debt Service Fund an amount equal to one quarterly installment of principal paid
under the Ordinance. In addition, on the date set forth in the revised debt service schedule and replacement
Exhibit B (Mandatory Sinking Fund Redemption Schedule) provided by DNR pursuant to Section 3.4(b)
of the Purchase Agreement, which shall be the first day of the month that is not more than 20 years after the
Initiation of Operations (as certified pursuant to Section 3.4 of the Purchase Agreement), all remaining
amounts in the Principal Account of the Repayment Fund will be transferred to the Debt Service Fund.
Section 9. Administrative Expense Fund. There will be deposited in the Administrative
Expense Fund the amount set forth in Section 5(a)(ii) and such amounts as are received from the Participant
for the payment of the Administrative Fee as provided in Section 502 of the Ordinance. On the Closing Date,
the Paying Agent will disburse from the Administrative Expense Fund the amounts to the payees as set forth
in Schedule 1 to the Participant’s Closing Certificate delivered on the Closing Date. The balance of the
amount deposited pursuant to Section 5(a)(ii), the Master Trust Bonds Expense, will be transferred to the
Master Trustee at the written direction of DNR or as DNR may otherwise direct in writing. The Paying Agent
will promptly disburse the Administrative Fee to DNR.
-5-
Section 10. Calculation of Interest on the Bond Prior to Completion of Funding. Prior to the
Completion of Funding, the Paying Agent will make the calculations of the Quarterly Payments due under
the Ordinance for each Interest Period pursuant to this Section. For purposes of the first Quarterly Payment
of each Interest Period, the Paying Agent will calculate an estimate of the amount of interest due on the
next Interest Payment Date based upon an expected disbursement schedule for the Interest Period provided
by the Participant to DNR and the Paying Agent. If no expected disbursement schedule is provided, the
Paying Agent will calculate an estimate of the interest due on the Interest Payment Date based upon the
total Purchase Price Installments funded at least three Business Days prior to the first Quarterly Payment.
For purposes of the second Quarterly Payment, the Paying Agent will calculate the interest due on the next
Interest Payment Date based upon the total Purchase Price Installments funded at least three Business Days
prior to the second Quarterly Payment Date and the second Quarterly Payment will be calculated so that
the amount on deposit in the Interest Account after receipt of the second Quarterly Payment will equal
interest payable on the Bond on the applicable Interest Payment Date.
Section 11. Investments. Moneys in the Construction Fund, the Debt Service Fund and the
Repayment Fund will at all times be invested by the Paying Agent in Investment Securities at the written
direction of the Participant, provided such Investment Securities will mature at such times and in such amounts
as will make cash available for the purposes of such Funds and Accounts as needed. Net investment earnings
on the Accounts of each Fund will be credited to such Accounts except that investment earnings on the
Principal Account of the Repayment Fund will be deposited in the Interest Account of the Repayment Fund.
If an investment is purchased at a premium above par, net earnings on such investment will be deemed to
exclude the amount paid that is more than the principal paid upon maturity or sale. If an investment is
purchased at a discount, net earnings are deemed to include the amount paid in excess of the discounted
purchase price upon maturity or redemption of such investment, at the time such principal amount is received.
The term “net earnings” means aggregate earnings less aggregate losses from investments during the
applicable period, less any transaction fees incurred in purchasing or selling investments.
Section 12. Assignment of Moneys and Investment Securities. The Participant assigns and
pledges to the Paying Agent its right, title and interest in the moneys and Investment Securities hereunder,
and all earnings thereon, until used and applied in accordance with this Escrow Agreement for the benefit and
security of the Owner to secure (a) the payment of the principal of and interest on the Bond when due, (b) the
payment of all sums due under this Escrow Agreement and the Purchase Agreement in the manner herein and
therein described, and (c) the punctual performance by the Participant of all of its obligations under the terms
and provisions of this Escrow Agreement, the Ordinance and the Purchase Agreement. The matured principal
of and earnings on the Investment Securities and any cash in the Funds and Accounts are hereby pledged and
assigned and will be applied solely for the payment of the principal of, redemption premium, if any, and
interest on the Bond, except as otherwise expressly provided herein.
Section 13. Acceptance of the Trusts. The Paying Agent accepts the duties and obligations
imposed upon it by this Escrow Agreement, and agrees to perform the trusts but only upon and subject to the
following express terms and conditions, and no implied covenants or obligations will be read into this Escrow
Agreement against the Paying Agent:
(a) The Paying Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Escrow Agreement. The Paying Agent will exercise such of the rights
and powers vested in it by this Escrow Agreement and use the same degree of care and skill in their
exercise as a prudent corporate trustee under reasonably similar circumstances would exercise or use
under the circumstances.
(b) The Paying Agent may execute any of the trusts or powers hereof and perform any
of its duties by or through attorneys, agents, receivers, employees or such other professionals as may
-6-
be reasonably necessary but will be answerable for the conduct of the same if not selected in
accordance with the standard specified above, and will be entitled to act upon the opinion or advice
of its counsel concerning all matters of trust hereof and the duties hereunder, and, subject to the
provisions of Sections 6, 7 and 8, may in all cases pay such reasonable compensation to all such
attorneys, agents, receivers, employees and such other professionals as may reasonably be employed
in connection with the trusts hereof. The Paying Agent may act or refrain from acting upon the advice
or an opinion of counsel, who may be an employee of the Paying Agent, and will not be responsible
for any loss or damage resulting from any action or non-action by it taken or omitted to be taken in
good faith in reliance upon any such advice or opinion of counsel.
(c) The Paying Agent will not be responsible for any recital herein or in the Ordinance
or Purchase Agreement, or for the validity of the execution by the Participant of this Escrow
Agreement or for any supplements hereto or instruments of further assurance, or for the sufficiency
of the security for the Bond, and the Paying Agent will not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or agreements on the part of the Participant
in connection with the matters referred to in this Escrow Agreement, except as hereinafter set forth,
and the Paying Agent will not be responsible or liable for any loss suffered in connection with any
investment of funds made by it in accordance with this Escrow Agreement.
(d) The Paying Agent may engage in or be interested in any financial or other transaction
with the Participant.
(e) The Paying Agent will be protected in acting upon any notice, request, consent,
certificate, order, affidavit, opinion of counsel, letter, telegram or other paper or document reasonably
believed by it to be genuine and correct and to have been signed or sent by the proper person or
persons.
(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of
any instrument, paper or proceeding, the Paying Agent will be entitled to rely upon a certificate signed
on behalf of the Participant by the Authorized Representative as sufficient evidence of the facts
therein contained, and prior to the occurrence of a default of which the Paying Agent has been notified
as provided in subsection (h) of this Section, or of which by said subsection it is deemed to have
notice, the Paying Agent will also be at liberty to accept a similar certificate to the effect that any
particular dealing, transaction or action is necessary or expedient, but may at its discretion secure
such further evidence deemed necessary or advisable, but will in no case be bound to secure the same.
The Paying Agent may accept a certificate of the Authorized Representative to the effect that an
ordinance in the form therein set forth has been adopted by the Participant as conclusive evidence
that such ordinance has been duly adopted and is in full force and effect.
(g) The permissive right of the Paying Agent to do things enumerated in this Escrow
Agreement will not be construed as a duty and the Paying Agent will not, except as provided in
subsection (a) of this Section, be answerable for other than its negligence or willful misconduct.
(h) The Paying Agent will not be required to take notice or be deemed to have notice of
any default hereunder except failure by the Participant to cause to be made any of the payments to
the Paying Agent required to be made by or on behalf of the Participant pursuant to this Escrow
Agreement, the Ordinance or the Purchase Agreement unless the Paying Agent will be specifically
notified in writing of such default by the Participant or DNR; and all notices or other instruments
required by this Escrow Agreement to be delivered to the Paying Agent, must, in order to be effective,
be delivered at the principal corporate trust office of the Paying Agent and in the absence of such
notice so delivered the Paying Agent may conclusively assume there is no default except as aforesaid.
-7-
(i) At any and all reasonable times the Paying Agent, and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives will have the right, but will not be
required, to inspect all books, papers and records of the Participant pertaining to the Purchase
Agreement and this Escrow Agreement, and to make copies thereof and take such memoranda
therefrom and in regard thereto as may be desired.
(j) The Paying Agent will not be required to give any bond or surety in respect of the
execution of the trusts and powers under this Escrow Agreement.
(k) Notwithstanding anything elsewhere in this Escrow Agreement contained, the
Paying Agent will have the right, but will not be required, to demand, in respect to the withdrawal of
any cash or any action whatsoever within the scope of this Escrow Agreement, any showings,
certificates, opinions, appraisals or other information, or action or evidence thereof, in addition to that
by the terms hereof required, as a condition of such action, deemed by the Paying Agent desirable for
the purpose of establishing the right of the Participant to the withdrawal of any cash or the taking of
any other action by the Paying Agent.
(l) Before taking any action under this Escrow Agreement other than any action under
Sections 6, 7 and 8, the Paying Agent may, in its discretion, require that satisfactory indemnity be
furnished to it by the Owner or other parties for the reimbursement of all expenses which it may incur
or advance and to protect it against all liability, except liability which is adjudicated to have resulted
from its negligence or willful misconduct, by reason of any action so taken. Notwithstanding the
foregoing, any indemnity provided hereunder by the Owner or other parties shall be limited to the
extent permitted by law.
(m) All moneys received by the Paying Agent shall, until used or applied or invested as
herein provided, be held in trust in the manner and for the purposes for which they were received but
need not be segregated from other funds except to the extent required by this Escrow Agreement or
law. The Paying Agent will not be under any liability for interest on any moneys received hereunder
except such as may be agreed upon.
(n) Pursuant to Section 34.600 of the Revised Statutes of Missouri (the “Anti-Boycott
Act”), the Paying Agent hereby certifies to the Participant and DNR that the Paying Agent
(including all wholly owned subsidiaries, majority-owned subsidiaries, parent companies or
affiliates of the Paying Agent) is not currently engaged in and shall not, for the duration of this
Escrow 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 o f the
State of Israel, or persons or entities doing business in the State of Israel within the meaning of the
Anti-Boycott Act. The foregoing certification shall not be deemed an admission or agreement that
the Anti-Boycott Act is applicable to this Escrow Agreement but the foregoing certification is
provided if the Anti-Boycott Act is applicable. If the Anti-Boycott Act is initially deemed or treated
as applicable to this Escrow Agreement but is subsequently determined not to apply to this Escrow
Agreement for any reason including by reason of applicable federal law including, without
limitation, 50 U.S.C. Section 4607, the repeal or amendment of the Anti-Boycott Act or any ruling
of a court of competent jurisdiction as to the unenforceability or invalidity of the Anti-Boycott Act,
then the foregoing certification shall cease and not exist.
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Section 14. Records; Reporting Requirements.
(a) The Paying Agent’s records related to activities performed under this Escrow Agreement are
subject to audit and inspection by the State, the Comptroller General of the United States and the EPA in
accordance with (i) the Office of Management and Budget’s Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards (Uniform Grants Guidance) and (ii) 2 CFR Part
200. The Paying Agent will maintain such financial transaction records in accordance with accounting
principles generally accepted in the United States of America.
(b) The Paying Agent will provide monthly financial reports to DNR, with a copy of each
monthly financial report to the Participant. Each financial report will cover financial activities during the
preceding period. These reports will consist of financial transaction registers. Financial transaction register
means a register of all financial transactions during the reporting period for each Fund and Account maintained
under this Escrow Agreement. Each financial transaction register will identify the Bond and contain, for each
Fund and Account, a date, description and amount for all financial transactions and starting and ending
balances.
Section 15. Obligations of Paying Agent Limited. In order to make the payments required by
this Escrow Agreement, the Paying Agent is hereby authorized to redeem or otherwise dispose of Investment
Securities in order to provide sufficient amounts to make such payments. The liability of the Paying Agent
to make the payments required by this Escrow Agreement will be limited solely to the money and Investment
Securities in the Funds and Accounts hereunder. The Paying Agent will not be liable for any loss resulting
from any investment, sale, transfer or other disposition made pursuant to this Escrow Agreement in
compliance with the provisions hereof. The Paying Agent will not be liable for the accuracy of the calculations
as to the sufficiency of the Quarterly Payments to make the Bond Debt Service. So long as the Paying Agent
applies the amounts in the Funds and Accounts as provided herein, the Paying Agent will not be liable for any
deficiencies in the amounts necessary to pay the Bond caused by such calculations. Notwithstanding the
foregoing, the Paying Agent will not be relieved of liability arising from and proximate to its failure to comply
fully with the terms of this Escrow Agreement.
Section 16. Fees, Charges and Expenses of the Paying Agent.
(a) The Participant will pay to the Paying Agent reasonable compensation for all services
performed by the Paying Agent under this Escrow Agreement, and also the reasonable expenses, charges and
other disbursements of the Paying Agent, and those of its attorneys, agents, employees and other professionals
as may be reasonably incurred in and about the administration and execution of the trusts hereby created and
performance of its powers and duties hereunder; provided that the total amount of the fees and charges for the
ordinary services of the Paying Agent under this Escrow Agreement will not exceed the Paying Agent’s Fees.
Notwithstanding the preceding provisions of this Section, the Paying Agent will be entitled to reimbursement
from the Participant of its reasonable out-of-pocket, legal or extraordinary fees, charges and expenses incurred
in carrying out the duties, terms or provisions of this Escrow Agreement including, but not limited to, costs
incurred for giving notice of the redemption of the Bond. Claims for such reimbursement may be made to the
Participant.
(b) Neither the Paying Agent nor any of its directors, officers or employees shall be liable to
anyone for any action taken, or omitted to be taken, by it or any of its directors, officers or employees
hereunder except in the case of negligence or willful misconduct. The Participant hereby covenants and
agrees, to the extent permitted by law, to indemnify the Paying Agent and hold it harmless without limitation
from and against any loss, liability or expense of any nature incurred by the Paying Agent arising out of or in
connection with this Escrow Agreement or with the administration of its duties hereunder including, but not
limited to, legal fees and expenses and other costs and expenses of defending or preparing to defend against
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any claim of liability in the premises, unless such loss, liability or expense shall be caused by the Paying
Agent’s negligence or willful misconduct.
Section 17. Resignation or Removal of Paying Agent; Successor Paying Agent.
(a) The Paying Agent at the time acting hereunder may at any time resign and be discharged
from its duties and responsibilities hereby created by giving written notice by registered or certified mail to
the Participant and the Owner not less than 60 days prior to the date when the resignation is to take effect.
Such resignation will take effect immediately upon the acceptance by the Participant and the Owner of the
resignation, the appointment of a successor Paying Agent (which may be a temporary Paying Agent) by the
Participant, with the prior written consent of the Owner, the acceptance of such successor Paying Agent of
the terms, covenants and conditions of this Escrow Agreement, the transfer of the Funds and Accounts
hereunder, including the money and Investment Securities held therein, to such successor Paying Agent and
the completion of any other actions required for the principal of and interest on the Investment Securities to
be made payable to such successor Paying Agent rather than the resigning Paying Agent.
(b) The Paying Agent may be removed at any time by an instrument or concurrent instruments
in writing, signed by the Owner and delivered to the Paying Agent and the Participant. The Paying Agent
may also be removed by the Participant, with the prior written consent of the Owner, by an instrument or
concurrent instruments in writing, signed by the Participant and delivered to the Paying Agent, if the Paying
Agent fails to make timely payment on any Interest Payment Date or Principal Payment Date to DNR of the
amounts required by Section 6 to be paid by it on such Interest Payment Date or Principal Payment Date or
fails to perform its other duties or obligation hereunder. Any removal pursuant to this paragraph will become
effective upon the appointment of a successor Paying Agent (which may be a temporary successor Paying
Agent) by the Participant, with the prior written consent by the Owner, the acceptance of such successor
Paying Agent of the terms, covenants and conditions of this Escrow Agreement, the transfer of the Funds and
Accounts hereunder, including the money and Investment Securities held therein, to such successor Paying
Agent and the completion of any other actions required for the principal of and interest on the Investment
Securities to be made payable to such successor Paying Agent rather than the Paying Agent being removed.
(c) If the Paying Agent resigns or is removed, or is dissolved, or is in the course of dissolution
or liquidation, or otherwise becomes incapable of acting hereunder, or if the Paying Agent is taken under the
control of any public officer or officers, or of a receiver appointed by a court, the Participant, with the prior
written consent of the Owner, will appoint a temporary Paying Agent to fill such vacancy until a successor
Paying Agent is appointed by the Participant, with the prior written consent of the Owner, in the manner above
provided, and any such temporary Paying Agent so appointed by the Participant, with the prior written consent
of the Owner, will immediately and without further act be superseded by the successor Paying Agent so
appointed.
(d) If no appointment of a successor Paying Agent or a temporary successor Paying Agent has
been made by DNR or the Participant, with the prior written consent of the Owner, pursuant to the foregoing
provisions of this Section within 60 days after written notice of resignation of the Paying Agent has been
given to the Participant and the Owner, the Owner or any retiring Paying Agent may apply to any court of
competent jurisdiction for the appointment of a successor Paying Agent, and such court may thereupon, after
such notice, if any, as it deems proper, appoint a successor Paying Agent.
(e) No successor Paying Agent will be appointed unless such successor Paying Agent (i) is a
corporation with trust powers authorized to do business in the State and organized under the banking or
corporate laws of the United States of America or the State, (ii) either (A) has at the time of appointment
capital and surplus of not less than $100,000,000, or (B) is owned by a company that has at the time of
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appointment capital and surplus of not less than $100,000,000, and (iii) has assets under corporate trust
management of not less than $500,000,000.
(f) Every successor Paying Agent appointed under this Escrow Agreement will execute,
acknowledge and deliver to its predecessor and to the Participant and the Owner an instrument in writing
accepting such appointment hereunder, and thereupon such successor Paying Agent without any further act,
deed or conveyance will become fully vested with all the rights, immunities, powers, trusts, duties and
obligations of its predecessor, but such predecessor shall, nevertheless, on the written request of such
successor Paying Agent, the Participant or the Owner, execute and deliver an instrument transferring to such
successor Paying Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder,
and every predecessor Paying Agent will deliver all securities and money held by it to its successor. Should
any transfer, assignment or instrument in writing from the Participant be required by any predecessor or
successor Paying Agent for more fully and certainly vesting in such successor Paying Agent the estates, rights,
powers and duties hereby vested or intended to be vested in the predecessor Paying Agent, any such transfer,
assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the
Participant.
(g) Any corporation into which the Paying Agent may be merged or consolidated, to which the
Paying Agent sells all or substantially all of its corporate trust business, or that results from any merger,
conversion, consolidation or reorganization involving the Paying Agent, will be the successor Paying Agent
under this Escrow Agreement without the execution or filing of any paper or any other act on the part of the
parties hereto.
Section 18. Amendment. This Escrow Agreement is made for the benefit of the Participant and
the Owner, and it will not be repealed, revoked, altered or amended without the written consent of the parties
hereto and the Owner.
Section 19. Notices. All notices, filings and other communications will be given by overnight
or first class mail, postage pre-paid, or sent by electronic mail, telegram, telecopy or telex or other similar
communication or delivered by a reputable private courier or overnight delivery service, addressed as
follows; provided, however, that notice to the Paying Agent shall be effective only upon receipt:
DNR:
Missouri Department of Natural Resources
Financial Assistance Center
1101 Riverside Drive, P.O. Box 176 (Zip Code 65102)
Jefferson City, Missouri 65101
Attention: Director
Email: deqwpcpfacaccounting@dnr.mo.gov
Paying Agent:
UMB Bank, N.A.
2 South Broadway, Suite 600
St. Louis, Missouri 63102
Attention: Corporate Trust Department
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Participant:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: Mayor
Each party may change its address by giving written notice of the new address to the other parties.
Section 20. Payments Due on Other Than Business Day. If any Interest Payment Date, Principal
Payment Date or other date for the payment of interest on or principal of the Bond or any other payment is
due hereunder is not a Business Day, then such payment shall be made on the next succeeding Business Day
with the same force and effect as if made on the scheduled date.
Section 21. Electronic Transactions. The transactions described in this Escrow Agreement 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.
Section 22. Severability of Invalid Provisions. If any one or more of the covenants or agreements
provided in this Escrow Agreement on the part of the Paying Agent or the Participant to be performed should
be contrary to law, then such covenant or covenants or agreement or agreements will be deemed severable
from the remaining covenants and agreements and will in no way affect the validity of the other provisions of
this Escrow Agreement.
Section 23. Execution in Counterparts. This Escrow Agreement may be executed in any number
of counterparts, each of which will be executed by the Paying Agent and the Participant and all of which will
be regarded for all purposes as one original and will constitute and be but one and the same instrument.
Section 24. Survival. This Escrow Agreement, including all representations, warranties,
covenants and obligations, will remain in effect until the Paying Agent and the Participant have fully
performed all of its obligations hereunder.
Section 25. Applicable Law. This Escrow Agreement will be governed exclusively by the
applicable laws of the State.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their duly
authorized officers or signatories and dated as of the day and year first above written.
UMB BANK, N.A., as Paying Agent
By
Title: Vice President
[City of Jefferson, Missouri - Escrow Trust Agreement]
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CITY OF JEFFERSON, MISSOURI
Mayor
(SEAL)
ATTEST:
City Clerk
[City of Jefferson, Missouri - Escrow Trust Agreement]
4/10/2024
Principal Amount:14,132,000 Day-count Method 30/360 0.0032877%
Interest Rate:1.20%Computed Payment Amount $427,256.19 Denomination 100$
Dated Date:4/15/2024 Prin. Pmts/Yr 2
Issue Date:4/15/2024 169584 Total Prin.Pmts 39
First Interest Payment Date 7/1/2024 Accrued Interest 0
First Principal Payment Date 7/1/2025 Bond Years
Last Payment 7/1/2044 Admin Fee 0.50%
Payment
Date
Payment
Number Interest Principal Total P & I
Annual
Payment Principal Balance Admin Fee
Total P&I +
Admin Fee Annual Outlay
4/15/24 - 14,132,000.00 -
7/1/24 35,801.07 35,801.07 35,801.07 14,132,000.00 35,801.07 35,801.07
1/1/25 84,792.00 84,792.00 14,132,000.00 84,792.00
7/1/25 1 84,792.00 35 307,000.00 391,792.00 476,584.00 13,825,000.00 35,330.00 427,122.00 511,914.00
1/1/26 2 82,950.00 310,000.00 392,950.00 13,515,000.00 34,562.50 427,512.50
7/1/26 3 81,090.00 36 312,000.00 393,090.00 786,040.00 13,203,000.00 33,787.50 426,877.50 854,390.00
1/1/27 4 79,218.00 315,000.00 394,218.00 12,888,000.00 33,007.50 427,225.50
7/1/27 5 77,328.00 37 318,000.00 395,328.00 789,546.00 12,570,000.00 32,220.00 427,548.00 854,773.50
1/1/28 6 75,420.00 320,000.00 395,420.00 12,250,000.00 31,425.00 426,845.00
7/1/28 7 73,500.00 37 323,000.00 396,500.00 791,920.00 11,927,000.00 30,625.00 427,125.00 853,970.00
1/1/29 8 71,562.00 326,000.00 397,562.00 11,601,000.00 29,817.50 427,379.50
7/1/29 9 69,606.00 38 329,000.00 398,606.00 796,168.00 11,272,000.00 29,002.50 427,608.50 854,988.00
1/1/30 10 67,632.00 331,000.00 398,632.00 10,941,000.00 28,180.00 426,812.00
7/1/30 11 65,646.00 38 334,000.00 399,646.00 798,278.00 10,607,000.00 27,352.50 426,998.50 853,810.50
1/1/31 12 63,642.00 337,000.00 400,642.00 10,270,000.00 26,517.50 427,159.50
7/1/31 13 61,620.00 39 340,000.00 401,620.00 802,262.00 9,930,000.00 25,675.00 427,295.00 854,454.50
1/1/32 14 59,580.00 343,000.00 402,580.00 9,587,000.00 24,825.00 427,405.00
7/1/32 15 57,522.00 40 346,000.00 403,522.00 806,102.00 9,241,000.00 23,967.50 427,489.50 854,894.50
1/1/33 16 55,446.00 349,000.00 404,446.00 8,892,000.00 23,102.50 427,548.50
7/1/33 17 53,352.00 40 352,000.00 405,352.00 809,798.00 8,540,000.00 22,230.00 427,582.00 855,130.50
1/1/34 18 51,240.00 355,000.00 406,240.00 8,185,000.00 21,350.00 427,590.00
7/1/34 19 49,110.00 40 358,000.00 407,110.00 813,350.00 7,827,000.00 20,462.50 427,572.50 855,162.50
1/1/35 20 46,962.00 361,000.00 407,962.00 7,466,000.00 19,567.50 427,529.50
7/1/35 21 44,796.00 42 364,000.00 408,796.00 816,758.00 7,102,000.00 18,665.00 427,461.00 854,990.50
1/1/36 22 42,612.00 367,000.00 409,612.00 6,735,000.00 17,755.00 427,367.00
7/1/36 23 40,410.00 42 370,000.00 410,410.00 820,022.00 6,365,000.00 16,837.50 427,247.50 854,614.50
1/1/37 24 38,190.00 373,000.00 411,190.00 5,992,000.00 15,912.50 427,102.50
7/1/37 25 35,952.00 43 376,000.00 411,952.00 823,142.00 5,616,000.00 14,980.00 426,932.00 854,034.50
1/1/38 26 33,696.00 380,000.00 413,696.00 5,236,000.00 14,040.00 427,736.00
7/1/38 27 31,416.00 44 383,000.00 414,416.00 828,112.00 4,853,000.00 13,090.00 427,506.00 855,242.00
1/1/39 28 29,118.00 386,000.00 415,118.00 4,467,000.00 12,132.50 427,250.50
7/1/39 29 26,802.00 44 389,000.00 415,802.00 830,920.00 4,078,000.00 11,167.50 426,969.50 854,220.00
1/1/40 30 24,468.00 393,000.00 417,468.00 3,685,000.00 10,195.00 427,663.00
7/1/40 31 22,110.00 45 396,000.00 418,110.00 835,578.00 3,289,000.00 9,212.50 427,322.50 854,985.50
1/1/41 32 19,734.00 399,000.00 418,734.00 2,890,000.00 8,222.50 426,956.50
7/1/41 33 17,340.00 46 403,000.00 420,340.00 839,074.00 2,487,000.00 7,225.00 427,565.00 854,521.50
1/1/42 34 14,922.00 406,000.00 420,922.00 2,081,000.00 6,217.50 427,139.50
7/1/42 35 12,486.00 46 410,000.00 422,486.00 843,408.00 1,671,000.00 5,202.50 427,688.50 854,828.00
1/1/43 36 10,026.00 413,000.00 423,026.00 1,258,000.00 4,177.50 427,203.50
7/1/43 37 7,548.00 417,000.00 424,548.00 847,574.00 841,000.00 3,145.00 427,693.00 854,896.50
1/1/44 38 5,046.00 420,000.00 425,046.00 421,000.00 2,102.50 427,148.50
7/1/44 39 2,526.00 421,000.00 423,526.00 848,572.00 - 1,052.50 424,578.50 851,727.00
1,907,009.07 #14,132,000.00 16,039,009.07 744,340.00 16,783,349.07 16,783,349.07
Loan Amount 14,132,000.00$ 810,672.90
67,556.07
City of Jefferson C295876-01
Direct Loan Amortization (Level Debt)
Loan Statistics
Average annual payment
Monthly payment