HomeMy Public PortalAboutOrd 457 Supplementing Ord 365 & 417 2nd Water Supply
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(PUBLISHED IN THE ARK V ALLEY NEWS ON APRIL 5, 2007)
ORDINANCE NO. 'fS7
AN ORDINANCE SUPPLEMENTING ORDINANCE NOS. 365 AND 417 OF TIlE
CITY; AUTHORIZING THE EXECUTION OF A SECOND SuPPLEMENTAL
WATER SUPPLY AND WASTEWATER SERVICE AGREEMENT WITH
CHISHOLM CREEK UTILITY AUTHORITY; AND AUTHORIZING ALL
OTHER NECESSARY DOCUMENTS AND ACTIONS WITH RESPECT
THERETO.
WHEREAS, the City of Bel Aire, Kansas (the "City") is a city of the second class, duly created,
organized and existing under the Constitution and laws of the State; and
WHEREAS, pursuant to an Interlocal Cooperation Agreement, certain Kansas municipalities,
including the City, have joined together under the provisions of K.S.A. 12-2901 et seq. (the "Act"), to
organize and create the Chisholm Creek Utility Authority ("Authority"); and
WHEREAS, Authority has acquired, constructed, furnished and equipped a water treatment plant,
a wastewater treatment plant, and associated facilities (the "Project") for the purpose of providing an
economic means of long-term public water supply and wastewater collection and treatment for the mutual
benefit of Authority members participating in the Project (the "Contracting Members"); and
WHEREAS, the Authority financed the costs of the Project through the issuance of its Water and
Wastewater Facilities Revenue Bonds, Series 2002 (Cities of Bel Aire and Park City, Kansas Project), dated
as of the March 1,2002 (the "Series 2002 Bonds") which are secured in part by revenues generated, and an
assignment of the Authority's rights under, a Water Supply and Wastewater Service Agreement with the
City and a similar agreement with the other Contracting Member; and
WHEREAS, the Authority refunded in advance of maturity the Series 2002 Bonds scheduled to
mature in the years 2013 to 2020, inclusive (the "Series 2004 Refunded Bonds") through the issuance of the
Authority's "Water and Wastewater Facilities Refunding Revenue Bonds (Cities of Bel Aire and Park City
Project), Series 2004," in the aggregate principal amount of $7,235,000 (the "Series 2004 Bonds"); and
WHEREAS, the Authority has found it to be desirable and in the best interest of the Authority to
refund in advance of maturity the Series 2002 Bonds scheduled to mature in the years 2021 to 2032,
inclusive (the "Refunded Bonds") and to accomplish such refunding through the issuance ofthe Authority's
"Water and Wastewater Facilities Refunding Revenue Bonds (Cities of Bel Aire and Park City Project),
Series 2007," in the aggregate principal amount of$19,415,000 (the "Series 2007 Bonds"); aIid
WHEREAS, in connection with the issuance of the Series 2007 Bonds, it is necessary and
advisable for the City to amend and supplement its Ordinance Nos. 365 and 417 and its Water Supply and
Wastewater Service Agreement, as amended and supplemented by a First Supplemental Water Supply and
Wastewater Service Agreement, with the Authority;
WHEREAS, Section 1401 of Ordinance No. 365 provides that, without notice to or the consent of
any other entity, the City may amend or supplement such Ordinance for the purpose of curing any formal
defect, omission, inconsistency or ambiguity herein, to grant to or confer any additional rights, remedies,
powers or authority that may lawfully be granted to or conferred, to conform this Ordinance to the Code or
KMC\404202\BEL AIRE ORDINANCE
. future applicable federal law concerning tax-exempt obligations, or in connection with any other change
therein which is not materially adverse to the interests of the Authority;
WHEREAS, the City hereby fmds that this Ordinance will amend or supplement Ordinance Nos.
365 and 417 only to cure a formal defect, omission, inconsistency or ambiguity and to provide for the
issuance of the Series 2007 Bonds, which will provide debt service savings to the Authority and Agreement
Obligation savings to the City and, as such, this Ordinance is not materially adverse to the interests of the
Authority.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY
OF BEL AIRE, KANSAS, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere
in Ordinance Nos. 365 and 417 and in the Agreement, as amended and supplemented, the following words
and terms as used in this Ordinance shall have the meanings hereinafter set forth. Unless the context shall
otherwise indicate, words importing the singular number shall include the plural and vice versa, and words
importing persons shall include firms, associations and corporations, including public bodies, as well as
natural persons.
"Additional Indebtedness Resolution" means Ordinance Nos. 365 and 417, this Ordinance and
. the ordinances or resolutions under which any Additional Indebtedness is authorized.
"Agreement" means the Water Supply and Wastewater Service Agreement, as amended and
supplemented by the First Supplemental Agreement, as further amended and supplemented by the Second
Supplemental Agreement, and as further amended and supplemented from time to time.
"Ambac" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
company.
"Bond Insurance Policy" means (a) with respect to the Series 2002 Bonds, the fmancial
guaranty insurance policy issued by MBlA on the date of delivery of the Series 2002 Bonds insuring the
payment when due of the principal of and interest on the Series 2002 Bonds, as provided therein, (b) with
respect to the Series 2004 Bonds, the municipal bond insurance policy issued by FSA concurrently with
the delivery of the Series 2004 Bonds guaranteeing the scheduled payment when due of the principal of
and interest on the Series 2004 Bonds, and (b) with respect to the Series 2007 Bonds, the municipal bond
insurance policy issued by Ambac concurrently with the delivery of the Series 2007 Bonds guaranteeing
the scheduled payment when due of the principal of and interest on the Series 2007 Bonds.
"Bond Insurer" means (a) with respect to the Series 2002 Bonds, MBlA; and (b) with respect to
the Series 2004 Bonds, FSA; and (c) with respect to the Series 2007 Bonds, Ambac.
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"Bonds" means the Series 2002 Bonds, the Series 2004 Bonds, the Series 2007 Bonds and any
additional bonds of the Authority issut(d pursuant to the Indenture, secured in whole or in part by the
Agreement.
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. "Disclosure Agreement" means, jointly, the Continuing Disclosure Agreements relating to the
Series 2002 Bonds, the Series 2004 Bonds and the Series 2007 Bonds and certain obligations contained in
the SEC Rule.
"First Supplemental Agreement" means the First Supplemental Water Supply and Wastewater
Service Agreement between the City and the Authority, dated as of October 1, 2004, which supplements
the Water Supply and Wastewater Service Agreement in connection with the issuance of the Series 2004
Bonds.
"FSA" means Financial Security Assurance Inc., a New York stock insurance company, or any
successor thereto or assignee thereof.
"MBIA" means MBIA Insurance Corporation, Armonk, New York.
"Notice Address" means with respect to the following entities:
(a) To the City at:
City Hall
7651 E. Central Park Ave.
Bel Aire, Kansas 67220
(b)
To the Authority:
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Chisholm Creek Utility Authority
5551 N. Broadway
Park City, Kansas 67219
(c)
To the Bond Insurer:
Series 2002:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Series 2004:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022-6022
Series 2007:
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
(d)
To the Trustee:
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The Bank of New York Trust Company, N.A.
911 Washington Avenue
St. Louis, Missouri 63101
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or such other address as is furnished in writing to the other parties referenced herein.
"Notice Representative" means:
(a)
With respect to the City, the Clerk.
(b)
(c)
Counsel.
With respect to the Authority, the Manager thereof.
With respect to the Bond Insurer, any Vice President, with a copy to its General
(d)
With respect to the Trustee and Escrow Agent, the senior Corporate Trust Officer.
"Purchaser" means (a) with respect to the Series 2002 Bonds, U.S. Bancorp Piper Jaffray,
Kansas City, Missouri, the original purchaser of the Series 2002 Bonds, and any successor and assigns;
and (b) with respect to the Series 2004 Bonds, Piper Jaffray & Co., Leawood, Kansas, the original
purchaser of the Series 2004 Bonds, and any successor and assigns; and (c) with respect to the Series
2007 Bonds, Piper Jaffray & Co., Leawood, Kansas, the original purchaser of the Series 2007 Bonds, and
any successor and assigns.
"Second Supplemental Agreement" means the Second Supplemental Water Supply and
Wastewater Service Agreement between the City and the Authority, dated as of April 1, 2007, which
supplements the Water Supply and. Wastewater Service Agreement, as amended and supplemented by a
First Supplemental Agreement, in connection with the issuance of the Series 2007 Bonds.
"Series 2002 Bonds" means the Authority's Water and Wastewater Facilities Revenue Bonds,
Series 2002 (Cities of Bel Aire and Park City, Kansas Project), dated as of March 1,2002.
"Series 2004 Bonds" means the Authority's Water and Wastewater Facilities Refunding Revenue
Bonds, Series 2004 (Cities of Bel Aire and Park City, Kansas Project), dated as of October 1,2004.
"Series 2007 Bonds" means the Authority's Water and Wastewater Facilities Refunding Revenue
Bonds, Series 2007 (Cities of Bel Aire and Park City, Kansas Project), dated as of April 1, 2007.
"Trustee" means the trustee designated in the Indenture, which is as of the date of the Series 2007
Bonds, The Bank of New York Trust Company, N.A., St. Louis, Missouri.
"Water Supply and Wastewater Service Agreement" means the Water Supply and Wastewater
Service Agreement between the City and the Authority, dated as of March 1, 2002, as amended and
supplemented by the First Supplemental Agreement and by the Second Supplemental Agreement.
ARTICLE IT
AUTHORIZATION OF THE SECOND SUPPLEMENTAL AGREEMENT
Section 201. Authorization of the Second Supplemental Agreement. The Second
Supplemental Agreement is authorized and the Mayor and the Clerk are authorized and directed to execute
the Second Supplemental Agreement on behalf of the City in substantially the form presented to the
governing body this date, with such changes as may be approved by the Mayor and City Attorney.
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Section 202. Preliminary and Final Official Statement. Th~ p'ortions of the Preliminary
Official Statement relating to the Series 2007 Bonds which set forth City information, including
AppendixA-2 thereto, dated March 8, 2007, are hereby ratified and approved.
The portions of the fmal Official Statement relating to the Series 2007 Bonds which set forth City
information, including Appendix A-2 thereto, are hereby authorized to be prepared by supplementing,
amending and completing the Preliminary Official Statement, with such changes and additions thereto as are
necessary to conform to and describe the transaction. The use and public distribution of the portions of the
fmal Official Statement setting forth City information, including Appendix A-2 thereto, by the Purchaser
in connection with the reoffering of the Series 2007 Bonds is hereby authorized. The proper officials of the
City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement, dated as
of the date of payment for and delivery of the Series 2007 Bonds.
ARTICLE ill
TAX COVENANTS
Section 301. General Covenants.
(a) The City covenants and agrees that (1) it will comply with all applicable provisions of the
Code, including Code 99 103 and 141 through 150, necessary to maintain the exclusion from gross income
for federal income tax purposes of the interest on the Series 2007 Bonds and (2) it will not use or permit the
use of any proceeds of the Series 2007 Bonds or any other funds of the City, will not take or permit any
other action, or fail to take any action, if any such action or failure to take action would adversely affect the
exclusion from gross income of the interest on the Series 2007 Bonds. The CitY will, in addition, adopt such
other ordinances or resolutions and take such other actions as may be necessary to comply with the Code
and with all other applicable future laws, regulations, published rulings and judicial decisions, in order to
ensure that the interest on the Series 2007 Bonds will remain excluded from federal gross income, to the
extent any such actions can be taken by the City.
(b) The City covenants and agrees that (l) it will use any proceeds of the Series 2007 Bonds as
soon as practicable and with all reasonable dispatch for the purpc>ses for which such proceeds are intended,
and (2) it will not invest or directly or indirectly use or permit the use of any proceeds of the Series 2007
Bonds or any other funds of the City in any manner, or take or omit to take any action, that would cause the
Series 2007 Bonds to be "arbitrage bonds" within the meaning of Code 9 148(a).
(c) The City covenants and agrees that it will not use any portion of the proceeds of the Series
2007 Bonds, including any investment income earned on such proceeds, directly or indirectly, in a manner
that would cause any Series 2007 Bond to be a "private activity bond" within the meaning of Code 9 141(a),
or to make or finance a loan to any Person other than the State or a political subdivision thereof.
ARTICLE IV
CONTINUING DISCLOSURE REQUIREMENTS
Section 401. Disclosure Requirements. The City hereby covenants with the Purchaser and the
Beneficial Owners to provide and disseminate such information as is required by the SEC Rule and as
further set forth in the Disclosure Agreement for the Series 2007 Bonds, which are incorporated herein by
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reference. Such covenant shall be for the benefit of and enforceable by the Authority and the Beneficial
Owners.
Section 402. Failure to Comply with Continuing Disclosure Requirements. In the event the
City fails to comply in a timely manner with its covenants contained in the preceding section, the Authority
and/or any Beneficial Owner may make demand for such compliance by written notice to the City. In the
event the City does not remedy such noncompliance within 10 days of receipt of such written notice, the
Authority or any Beneficial Owner may in its discretion, without notice or demand, proceed. to enforce
compliance by a suit or suits in equity for the specific performance of such covenant or agreement contained
in the preceding section or for the enforcement of any other appropriate legal or equitable remedy, as the
Authority and/or any Beneficial Owner shall deem effectual to protect and enforce any of the duties of the
City under such preceding section. The Authority or Beneficial Owner shall provide a copy of any such
demand or notice to the Bond Insurer.
ARTICLE V
PROVISIONS RELATING TO TIlE BOND INSURANCE POLICY
Section 501. Consent of Bond Insurer. Any provision of this Ordinance expressly recognizing
or granting rights in or to the Bond Insurer may not be amended in any manner which affects the rights of
the Bond Insurer hereunder without the prior written consent of the Bond Insurer.
The Bond Insurer's consent shall be required in addition to Authority consent, when required, for
the execution and delivery of any supplemental Ordinance, or any amendment, supplement or change to or
modification of other documents relating to the security for the Agreement Obligations.
Section 502. Notices.
(a) While the Bond Insurance Policy is in effect, the City shall furnish to the Bond Insurer:
(1) As soon as practicable after the filing thereof, a copy of any fmancial
statement of the City and a copy of any audit and annual report of the City;
(2) A copy of any notice to be given to the Authority, including, without
limitation, notice of defeasance of the Agreement Obligations; and
(3 ) Such additional information it may reasonably request.
(b) The City shall notify the Bond Insurer of any failure of the City to provide relevant
notices, certificates, etc.
( c) Notwithstanding any other provision of this Ordinance, the City shall immediately notify
the Bond Insurer if at any time there are insufficient moneys to make any paym,ents of Agreement
Obligations and immediately upon the occurrence of any Event of Default hereunder.
(d) The City agrees, and hereby directs the Authority or Trustee, to notify the Bond Insurer of
any Event of Default of which any such party has actual knowledge, such notification to be made
within five Business Days of such actual knowledge.
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(e) The City shall notify the Bond Insurer of the commencement of any proceeding by or
against the City commenced under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding");
(f) Copies of any supplement, modification or amendment to this Ordinance or the
Agreement shall be sent to Standard & Poor's and Moody's.at least 10 days prior to the effective
date thereof.
(g) All notices required to be given to the Bond Insurer under this Ordinance shall be in
writing and shall be sent by registered or certified mail addressed to the Notice Address.
Section 503. Exercise of Rights by Bond Insurer. The rights granted to the Bond Insurer
under this Ordinance or the Agreement to request, consent to or direct any action are rights granted to the
Bond Insurer in consideration of its issuance of the Bond Insurance Policy. Any exercise by the Bond
Insurer of such rights is merely an exercise of the Bond Insurer's contractual rights and shall not be
construed or deemed to be taken for the benefit or on behalf of the Bond holders nor does such action
evidence any position of the Bond Insurer, positive or negative, as to whether a Bond holder consent is
required in addition to consent of the Bond Insurer.
Section 504. Bond Insurance Provisions of Ordinance No. 365. In addition to the provisions
of Sections 501 and 502 and all other provisions of this Ordinance that relate to the Bond Insurance Policy
or the Bond Insurer, all provisions of Ordinance No. 365 which relate to the Bond Insurance Policy or the
Bond Insurer are made expressly applicable to the Bond Insurer for the Series 2007 Bonds.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 601. Inconsistent Provisions. Except with respect to Section 301 hereof, the provisions
of which shall apply from the Dated Date set forth in Ordinance Nos. 365 and 417 and shall expressly apply
in connection with the First Supplemental Agreement, Second Supplemental Agreement, the Series 2004
Bonds and the Series 2007 Bonds, in case anyone or more of the provisions of this Ordinance shall for any
reason be inconsistent with the provisions of Ordinance Nos. 365 or 417 or any ordinance or resolution
authorizing any Additional Indebtedness: (a) the provisions of Ordinance Nos. 365 and 417 shall prevail
with respect to Agreement Obligations incurred prior in time to this Ordinance, so long as such Agreement
Obligations are Outstanding; and (b) the provisions of this Ordinance shall prevail with respect to any
Additional Indebtedness incurred subsequent to this Ordinance, so long as any Agreement Obligations are
Outstanding.
Section 602. Electronic Transactions. The transactions contemplated by this Ordinance may
be conducted, and documents may be stored, by electronic means.
Section 603. Further Authority. The officers and officials of the City, including the Mayor and
Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem
necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make
ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and othc:lr
documents herein approved, authorized and confirmed which they may approve, and the execution or taking
of such action shall be conclusive evidence of such necessity or advisability.
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Section 604. Severability. If any section or other part of this Ordinance, whether large or small,
is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this
Ordinance.
Section 605. Governing Law. This Ordinance shaH be governed exclusively by and construed
in accordance with the applicable laws of the State.
Section 606. Effective Date. This Ordinance shall take effect and be in full force from and after
its passage by the governing body of the City.
PASSED by the governing body of the City on April 3, 2007, and APPROVED AND SIGNED by
the Mayor.
(SEAL)
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Mayor
ATTEST:
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Clerk
CERTIFICATE
I, the undersigned, hereby certify that the above and foregoing is a true and correct copy of the
Ordinance No.-5f,57 (the "Ordinance") of The City of Bel Aire, Kansas, passed by the governing body on
April 3, 2007 as the same appears of record in my office, and that this Ordinance has not been modified,
amended or repealed and is in full force and effect as of this date.
DATED: April 3, 2007.
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"~rk
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Gilmore & Bell, P.c.
3/19/2007
SECOND SUPPLEMENTAL
WATER SUPPLY AND WASTEWATER SERVICE AGREEMENT
BETWEEN
THE CmSHOLMCREEK UTILITY AUTHORITY
AND THE
CITY OF BELAIRE, KANSAS
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Section 1.1.
Section 1.3.
Section 1.4.
Section 1.5.
Section 1.6.
Section 1. 7.
Section 1.9.
TABLE OF CONTENTS
PART I
Definitions... .... ......... ..... ..................... ....................... ........... ......................... ...................... 1
Tax Covenant. ......... ...... ......... ........ ..... ........... ........... ......... ........ ............................. ....... ..... 2
Governing Law. ... .... ..... :........ ............ ............... ............ ....... ............. ..... ................. ....... ..... 2
Amended Exhibit C....... ..... ........................ '" .......;.... ......... ...... ......... ....... .............. ........ .....3
Severability; Inconsistent Provisions ................. ......... ....... ........... ......... ....... '" ........ ...........3
Ratification of Agreement.............................................................................. ........... ..........3
Electronic Transactions....................................................................................................... 3
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SECOND SUPPLEMENTAL
WATER SUPPLY AND WASTEWATER SERVICE AGREEMENT
This Second Supplemental Water Supply and Wastewater Service Agreement made and entered.
into as of April 1, 2007, by and between THE CmSHOLM CREEK UTILITY AUTHORITY (the
"Seller") and the CITY OF BEL AIRE, KANSAS (the "Purchaser").
WITNESSETH:
WHEREAS, the Seller and Purchaser have heretofore entered into a Water Supply and
Wastewater Service Agreement, dated as of March 1,2002 (the "Original Agreement"), as amended and
supplemented by a First Supplemental Water Supply and Wastewater Service Agreement, dated as of
October 1, 2004 (the "First Supplemental Agreement," and jointly with the Original Agreement, the
"Agreement"), pursuant to which the Purchaser purchases potable water and wastewater collection and
treatment services from the Seller; and
WHEREAS, in connection with the Original Agreement, Seller financed certain water supply
and distribution system improvements and wastewater collection and treatment improvements (as defmed
in the Original Agreement, the "Initial Project") through the issuance of certain revenue bonds (as defined
in the Original Agreement, the "Initial Project Bonds"); and
WHEREAS, the Seller has, pursuant to the Bond Indenture and Section 7.2 of the Original
Agreement, authorized the issuance of its Water and Wastewater Facilities Refunding Revenue Bonds
(Cities of Bel Aire and Park City, Kansas Project), Series 2007" in an aggregate principal amount
$19,415,000 (the "Series 2007 Bonds"), to refund in advance of maturity a portion of the Initial Project
Bonds and has determined that, as a result of such refunding, the Monthly Wastewater Service Costs and
Monthly Water Supply Costs will be reduced; and
WHEREAS, pursuant to Section 10.2(f) of the Original Agreement, the Original Agreement may
be amended, modified or otherwise altered in any manner by writing signed by both parties; and
WHEREAS, the Seller, pursuant to its Resolution No. 2007--, and the Purchaser, pursuant to its
Ordinance No. _, have authorized the execution of this Second Supplemental. Water Supply and
Wastewater Service Agreement in connection with the issuance of the Series 2007 Bonds.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and
covenants herein contained, the Seller and the Purchaser hereby agree as follows:
PART I
Section 1.1. . Definitions. As used herein, the terms hereinafter set forth shall have the
meanings hereinafter given. In addition to the words and terms defmed in this Second Supplemental
Agreement, the capitalized words and terms in this Second Supplemental Agreement shall have the
meanings assigned in the Original Agreement and First Supplemental Agreement, unless some other
meaning is plainly intended.
"Agreement" shall mean, jointly, the Original Agreement, the First Supplemental Agreement,
and this Second Supplemental Agreement, by and between Seller and the Purchaser, as the same may be
amended from time to time pursuant hereto.
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"Bond Indenture" shall mean the Trust Indenture, as amended and supplemented by a First
Supplemental Trust Indenture and a Second Supplemental Trust Indenture, between Seller and The BNY
Trust Co. of Missouri, S1. Louis, Missouri, or successors and assigns, as Trustee, authorizing the issuance
of System revenue bonds of the Seller, including the Initial Project Bonds, the Series 2004 Bonds and the
Series 2007 Bonds, as amended or supplemented as in the Bond Indenture provided.
"Purchaser's Ordinance" means, jointly, Ordinance Nos. 365, 417 and _ of the Purchaser,
which approve and authorize execution of the Agreement and make certain covenants in relation thereto,
as amended and supplemented.
"Resolution" shall mean, jointly, the resolutions of the Seller authorizing the Bond Indenture
and the issuance of the Initial Project Bonds, the Series 2004 Bonds and the Series 2007 Bonds.
"System Bonds" shall mean the Initial Project Bonds, the Series 2004 Bonds, the Series 2007
Bonds, additional bonds permitted by Section 7.1 of the Original Agreement and refunding bonds
permitted by Section 7.2 of the Original Agreement.
"Wastewater Base Charge" shall mean the amount owed by Purchaser to Seller with respect to
Debt Service for the Wastewater collection and treatment portion of the System, as set forth on Exhibit C
attached to this Second Supplemental Agreement, plus amounts necessary, following draws on the Debt
Service Reserve Fund established by the Bond Indenture, to replenish such Fund to the Series Required
Reserve established by the Bond Indenture. Such replenishment shall be done in the proportion that the
Purchaser's $13,505,000 Wastewater collection and treatment portion of the Initial Project Bonds bears to
the total principal amount of the Initial Project Bonds.
"Water Base Charge" shall mean the amount owed by Purchaser to Seller with respect to Debt
Service for the Water treatment and supply portion of the System, as set forth on Exhibit C attached to
this Second Supplemental Agreement, plus amounts necessary, following draws On the Debt Service
Reserve Fund established by the Bond Indenture, to replenish such Fund to the Series Required Reserve
established by the Bond Indenture. Such replenishment shall be done in the proportion that the
Purchaser's $15,475,000 Water treatment and distribution portion of the Initial Project Bonds bears to the
total principal amount of the Initial Project Bonds.
Section 1.2. Effective Date, Term. Upon execution of this Second Supplemental Agreement
by the Seller and the Purchaser and the execution of similar contracts by the Seller and the other
Contracting Members, this Second Supplemental Agreement shall be in full force and effect. The term of
the Agreement shall extend to the last day of the Contract Year in which all System Bonds and the
interest thereon have been paid in full or provision for the payment thereof has been made in accordance
with any indenture or bond resolution relating thereto.
Section 1.3. Tax Covenant. The Seller shall not make any sale or sales of Wastewater
Services or Water which might adversely affect the tax-exempt status of any System Bonds. The
Purchaser shall not, without the prior written consent of the Seller, resell any of the Water purchased
under the terms of this Agreement except by retail to regular customers of the Purchaser's System. No
such sale shall be made to any public water supply district, city or any other entity operating a water
distribution system, except with the prior written consent of the Seller.
Section 1.4. Governing Law~ The Agreement shall be governed by and construed ill
accordance with the laws of the State of Kansas.
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Section 1.5. Amended Exhibit C. Exhibit C to the Agreement shall now be and refer to
Exhibit C attached to this Second Supplemental Agreement. Such Exhibit C now reflects Wastewater
Base Charges and Water Base Charges applicable after issuance of the Series 2007 Bonds.
Section 1.6. Severability; Inconsistent Provisions. If any provision in the Agreement is
declared illegal or no longer in force by reason of any judgment or order issued by any court or' regulatory
body of jurisdiction, all remaining provisions of the Agreement not affected by such judgment or order
shall continue in full force and effect. In case anyone or more of the provisions of this Second
Supplemental Agreement shall for any reason be inconsistent with the provisions of the Original Agreement
and the First Supplemental Agreement, the provisions of the Original Agreement and the First Supplemental
Agreement shall prevail with respect to the Initial Project Bonds and Series 2004 Bonds, so long as such
Initial Project Bonds and Series 2004 Bonds are outstanding.
Section 1.7. Ratification of Agreement. Except as expressly modified in this Second
Supplemental Agreement, the Original Agreement and First Supplemental Agreement and the covenants
therein contained are hereby ratified and confIrmed by the parties as of the date of this Second Supplemental
Agreement.
Section 1.9. Electronic Transactions. The transactions related to the Agreement and
described therein may be conducted and documents may be stored by electronic means.
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CITY OF BEL AIRE. KANSAS
BY~~~
ayor
ATTEST:
~ lnMLR_
City Clerk
ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES
I hereby certify that I am personally acquainted with the Mayor and Clerk of the Purchaser whose
signatures appear above; and that I know that the signatures appearing above are the true and genuine
signatures of said Mayor and Clerk.
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Notary Public
~. VICKI S. BRADFORD I
(Seah~ Notary Public. Stale ~f Kansas
My Appt. Expires # - 01-<.' Q 7'
My Appointment Expires:
11- ,;(I.l. - 07
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EXHIBIT C
Wastewater Base Charge and Water Base Charge
(Effective as of April 12, 2007,
the date of issue ofthe Series 2007 Bonds)
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