HomeMy WebLinkAboutOrd.5510.02-22-2022 BILL NO. 22-26
ORDINANCE NOL-67d
OF THE
CITY COUNCIL
OF THE
CITY OF CAPE GIRARDEAU,MISSOURI
PASSED
FEBRUARY 22,2022
AUTHORIZING
$5,122,000
SPECIAL OBLIGATION REFUNDING BONDS
SERIES 2022
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms 1
ARTICLE H
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. 4
Section 202. Description of Bonds 5
Section 203. Designation of Paying Agent 5
Section 204. Method and Place of Payment of Bonds 5
Section 205. Registration,Transfer and Exchange of Bonds 6
Section 206. Execution, Registration,Authentication and Delivery of Bonds 7
Section 207. Mutilated, Destroyed, Lost and Stolen Bonds 8
Section 208. Cancellation and Destruction of Bonds Upon Payment 8
Section 209. Sale of Bonds 8
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds 9
Section 302. Selection of Bonds to be Redeemed 10
Section 303. Notice and Effect of Call for Redemption 10
ARTICLE IV
SECURITY FOR AND PAYMENT OF BONDS
Section 401. Security for the Bonds 11
Section 402. Covenant to Request Appropriations 12
ARTICLE V
ESTABLISHMENT OF FUNDS; DEPOSIT AND APPLICATION OF MONEYS
Section 501. Establishment of Funds 12
Section 502. Deposit of Bond Proceeds and Other Available Money 12
Section 503. Application of Moneys in the Costs of Issuance Fund 13
Section 504. Application of Moneys in the Debt Service Fund 13
Section 505. Deposits and Investment of Moneys 13
Section 506. Nonpresentment of Bonds 13
Section 507. Payments Due on Saturdays, Sundays and Holidays 14
Section 508. Redemption of Certain Refunded Bonds 14
(i)
ARTICLE VI
DEFAULT AND REMEDIES
Section 601. Events of Default
Section 602. Remedies 15
Section 603. Limitation on Rights of Bondowners 15
Section 604. Remedies Cumulative 15
Section 605. No Acceleration 15
Section 606. No Obligation to Levy Taxes 15
ARTICLE VII
DEFEASANCE
Section 701. Defeasance 16
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 801. Tax Covenants 16
Section 802. Annual Audit 17
Section 803. Insurance 17
Section 804. Amendments 17
Section 805. Notices, Consents and Other Instruments by Bondowners 18
Section 806. Electronic Transactions 18
Section 807. Further Authority 19
Section 808. Parties Interested Herein 19
Section 809. Severability 19
Section 810. Governing Law 19
Section 811. Effective Date 19
Exhibit A—Form of Bonds
(ii)
BILL NO. 22-26 ORDINANCE N0,66/6
AN ORDINANCE AUTHORIZING AND DIRECTING THE
ISSUANCE, SALE AND DELIVERY OF SPECIAL OBLIGATION
REFUNDING BONDS, SERIES 2022, OF THE CITY OF CAPE
GIRARDEAU, MISSOURI; AND APPROVING CERTAIN
DOCUMENTS AND AUTHORIZING CERTAIN OTHER
ACTIONS IN CONNECTION THEREWITH.
WHEREAS, the City of Cape Girardeau, Missouri (the "City"), is a home rule city and political
subdivision of the State of Missouri, duly created, organized and existing under and by virtue of its
Charter and the Constitution and laws of the State of Missouri; and
WHEREAS, the City issued $9,625,000 original principal amount of Special Obligation Bonds,
Series 2015A (the "Series 2015A Bonds"), the proceeds of which were used to (a) pay a portion of the
costs of (i) acquiring, constructing and equipping a transfer station, (ii) expanding, renovating and
equipping, a building to serve as a new police headquarters, (iii) constructing an indoor sports complex,
(iv) renovating and improving, two fire stations and (v) purchasing firefighting apparatus and equipment,
(b) pay a portion of the interest on the Series 2015A Bonds during the construction period and (c) pay the
costs of issuing the Series 2015A Bonds; and
WHEREAS, the City desires to and is authorized under the provisions of the Constitution of the
State of Missouri and its Charter to issue and sell $5,122,000 aggregate principal amount of Special
Obligation Refunding Bonds, Series 2022 (the"Bonds") for the purpose of providing funds, together with
other available money of the City, to (a) refund $55,000 principal amount of the Series 2015A Bonds
maturing in 2022 and all of the Series 2015A Bonds maturing in 2023 and thereafter and (b)pay the costs
of issuing the Bonds;and
WHEREAS, the principal of and interest on the Bonds will be payable solely from the revenues
derived from annual appropriations by the City Council; and
WHEREAS, it is hereby found and determined that it is necessary and advisable and in the best
interest of the City and of its inhabitants that the Bonds be issued and secured in the form and manner as
hereinafter provided to provide funds for such purposes;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
CAPE GIRARDEAU,AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to words and terms defined
elsewhere herein, the following words and terms as used in this Ordinance shall have the following
meanings:
"2015 Project" means, collectively, (a) acquiring, constructing and equipping a transfer station,
(b)expanding, renovating and equipping a building to serve as a new police headquarters,(c)constructing
an indoor sports complex, (d) renovating and improving two fire stations and (e) purchasing firefighting,
apparatus and equipment.
"Bond Counsel" means Gilmore & Bell, P.C., St. Louis, Missouri, or other attorneys or firm of
attorneys with a nationally recognized standing in the field of municipal bond financing selected by the
City.
"Bond Payment Date" means any date on which principal or Redemption Price of or interest on
any Bond is payable.
"Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the
office of the Paying Agent.
"Bondowner" or "Registered Owner" when used with respect to any Bond means the Person in
whose name such Bond is registered on the Bond Register.
"Bonds" means the Special Obligation Refunding Bonds, Series 2022, authorized and issued by
the City pursuant to this Ordinance.
"Business Day" means a day, other than a Saturday, Sunday or holiday, on which the Paying
Agent is scheduled in the normal course of its operations to be open to the public for conduct of its
operations.
"City" means the City of Cape Girardeau, Missouri, and any successors or assigns.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations of
the Treasury Department proposed or promulgated thereunder.
"Costs of Issuance Fund"means the fund by that name referred to in Section 501.
"Debt Service Fund" means the fund by that name referred to in Section 501.
"Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest
Payment Date.
"Defeasance Obligations"means any of the following obligations:
(a) cash insured at all times by the Federal Deposit Insurance Corporation (or
otherwise collateralized with obligations described in paragraph(b)or(c) below); or
(b) United States Government Obligations that are not subject to redemption in
advance of their maturity dates; or
(c) obligations of any state or political subdivision of any state, the interest on which
is excluded from gross income for federal income tax purposes and which meet the following
conditions:
the obligations are not subject to redemption prior to maturity or the
trustee for such obligations has been given irrevocable instructions concerning their
calling and redemption and the issuer of such obligations has covenanted not to redeem
such obligations other than as set forth in such instructions;
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(ii) the obligations are secured by cash or United States Government
Obligations that may be applied only to principal, premium, if any, and interest payments
on such obligations;
(iii) such cash and the principal of and interest on such United States
Government Obligations serving as security for the obligations (plus any cash in an
escrow fund) are sufficient to meet the liabilities of the obligations;
(iv) such cash and United States Government Obligations serving as security
for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably
in trust;
(v) such cash and United States Government Obligations serving as security
for the obligations are not available to satisfy any other claims, including those against
the trustee or escrow agent; and
(vi) the obligations are rated in the same rating category as United States
Government Obliaations or higher by a nationally recognized rating service.
"Federal Tax Certifiumte`, means the Federal Tax Certificate relating to the Bonds, executed by
the City, as the same may be amended or supplemented in accordance with the provisions thereof.
"Fiscal Year" means the fiscal year of the City, currently the period beginning July 1 and ending
June 30.
"Interest Payment Date" means the Stated Maturity of an installment of interest on any Bond.
"Lender"means The Bank of Missouri, the purchaser of the Bonds.
^^Mmtmrity,` when used with respect to any Bond means the date on which the principal of such
Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or
call for redemption or otherwise.
"Ordinance" means this Ordinance authorizing the issuance of the Bonds, as amended from time
to time.
^^Ootntmmding`, means, when used with reference to Bonds, as of any particular date of
determination, all Bonds theretofore authenticated and delivered hereunder, except the following Bonds:
(a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent
for cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 701; and
(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered hereunder.
"Paying Agent"means the City Clerk and any successors or assigns.
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"Permitted Investments" means any securities or investments that are lawful for the investment
of the City's moneys held in the funds or accounts referred to in Section 501.
"Person" means any natural person, corporation, partnership, limited liability company, joint
venture, association, firm,joint-stock company, trust, unincorporated organization, or government or any
agency or political subdivision thereof or other public body.
"Record Date" for the interest payable on any Interest Payment Date means the 15th day
(whether or not a Business Day)of the calendar month preceding such Interest Payment Date.
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for such redemption pursuant to the terms of this Ordinance.
"Redemption Price" when used with respect to any Bond to be redeemed means the price at
• which such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable
redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before
the Redemption Date, which price is to be stated as a percentage of the principal amount of those Bonds
to be redeemed.
"Refunded Bonds" means $55,000 principal amount of the Series 2015A Bonds maturing in
2022 and all of the Series 2015A Bonds maturing in 2023 and thereafter.
"Series 2015A Bonds" means the Special Obligation Bonds, Series 2015A.
"Series 2015A Ordinance" means the Ordinance of the City adopted on July 20, 2015,
authorizing the issuance of the Series 2015A Bonds.
"Special Record Date" means the date prior to the payment date of Defaulted Interest fixed by
the Paying Agent pursuant to Section 204.
"Stated Maturity" when used with respect to any Bond or any installment of interest thereon
means the date specified in such Bond and this Ordinance as the fixed date on which the principal of such
Bond or such installment of interest is due and payable.
"United States Government Obligations" means bonds, notes, certificates of indebtedness,
treasury bills or other securities constituting direct obligations of, or obligations the principal of and
interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United
States of America, including evidences of a direct ownership interest in future interest or principal
payments on obligations issued or guaranteed by the United States of America (including the interest
component of obligations of the Resolution Funding Corporation), or securities which represent an
undivided interest in such obligations, which obligations are rated in the same rating category as the
United States of America or higher by a nationally recognized rating service and such obligations are held
in a custodial account for the benefit of the City.
ARTICLE H
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. There shall be issued and hereby are authorized and
directed to be issued the Special Obligation Refunding Bonds, Series 2022, of the City in the principal
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amount of$5,122,000, for the purpose of providing funds to refund the Refunded Bonds and pay the costs
of issuing the Bonds.
Section 202. Description of Bonds. The Bonds shall consist of fully-registered bonds,
numbered from R-1 upward in order of issuance, in denominations of$100,000 or any integral multiple
of$1,000 in excess thereof. The Bonds shall be substantially in the form set forth in Exhibit A, and shall
be subject to registration, transfer and exchange as provided in Section 205. The Bonds shall be dated the
date of original issuance and delivery thereof, shall become due on June 1, 2032, subject to redemption
and payment prior to their Stated Maturity as provided in Article III, and shall bear interest at the rate of
1.99% per annum. The Bonds shall bear interest (computed on the basis of a 360-day year of twelve
30-day months) from the date thereof or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, payable semiannually on June 1 and December 1 in each year, beginning
on June 1, 2022.
Section 203. Designation of Paying Agent.
(a) The City Clerk is hereby designated as the City's paying agent for the payment of
principal of and interest on the Bonds and bond registrar with respect to the registration, transfer and
exchange of Bonds(herein called the"Paying Agent").
(b) The City will at all times maintain a Paying Agent meeting the qualifications herein
described for the performance of the duties hereunder. The City reserves the right to appoint a successor
Paying Agent by (i) filing with the Paying Agent then performing such function a certified copy of the
proceedings giving notice of the termination of such Paying Agent and appointing a successor, and
(ii) causing notice of the appointment of the successor Paying Agent to be given by first-class mail to
each Bondowner. The Paying Agent may resign by giving written notice by first-class mail to the City
and the Bondowners not less than 60 days prior to the date such resignation is to take effect. No
resignation or removal of the Paying Agent shall become effective until a successor has been appointed
and has accepted the duties of Paying Agent.
(c) Every Paying Agent appointed hereunder shall at all times be either (i) the City Clerk or
(ii) a commercial banking association or corporation or trust company, located in the State of Missouri,
organized and doing business under the laws of the United States of America or of the State of Missouri,
authorized under such laws to exercise trust powers and subject to supervision or examination by federal
or state regulatory authority.
(d) The Paying Agent shall be paid its fees and expenses for its services in connection with
the Bonds.
Section 204. Method and Place of Payment of Bonds.
(a) The principal or Redemption Price of and interest on the Bonds shall be payable in any
coin or currency of the United States of America that, on the respective dates of payment thereof, is legal
tender for the payment of public and private debts.
(b) The principal or Redemption Price of each Bond shall be paid at Maturity upon
presentation and surrender of such Bond at the office of the Paying Agent.Notwithstanding the foregoing
or any other provision herein to the contrary, principal payable with respect to scheduled mandatory
sinking fund redemptions pursuant to Section 301(b) shall not require presentation or surrender of any
Bond until the final Stated Maturity thereof or the final payment in full thereof.
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(c) Payment of the principal or Redemption Price of and interest on each Bond shall be made
(i) by check or draft mailed by the Paying Agent to the Registered Owner at the address shown on the
Bond Register or (ii) by electronic transfer to such Registered Owner upon written notice signed by such
Registered Owner and given to the Paying Agent not less than 15 days prior to the Record Date for such
payment, containing the electronic transfer instructions including the name and address of the bank, the
bank's ABA routing number and the account number to which such Registered Owner wishes to have
such transfer directed, together with an acknowledgment that an electronic transfer fee may be applicable.
(d) Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with
respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant
Record Date and shall be payable to the Registered Owner in whose name such Bond is registered at the
close of business on the Special Record Date for the payment of such Defaulted Interest, which Special
Record Date shall be fixed as hereinafter specified in this paragraph. The City shall notify the Paying
Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the
proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent
unless the City and the Paying Agent agree to a shorter time period) and shall deposit with the Paying
Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such
deposit prior to the date of the proposed payment. Following receipt of such funds the Paying Agent shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor
less than 10 days prior to the date of the proposed payment, unless the City and the Paying Agent agree to
a shorter time period. The Paying Agent shall promptly notify the City of such Special Record Date and,
in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be rnu[|nd, by first-class mail, postage prepaid, to each
Registered Owner of'a Bond entitled to such notice at the address of such Registered Owner as it appears
on the Bond Register on such Special Record Date.
(e) The Paying Agent shall keep a record of the payment of principal and Redemption Price
of and interest on all Bonds and, at least annually and upon the City's written request, forward a copy or
summary of such records to the City.
Section 205. Registration,Transfer and Exchange of Bonds.
(a) The City covenants that, as long as any of the Bonds remain Outstanding, it will cause the
Bond Register to be kept at the office of the Paying Agent for the registration, transfer and exchange of
Bonds as herein provided. Each Bond when issued shall be registered in the name of the owner thereof
on the Bond Register.
(b) The Bonds may be transferred in whole only, and the Lender agrees that it will only offer,
sell, pledge, transfer or exchange any of the Bonds it purchases (i) in accordance with an available
exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended,
(ii) in accordance with any applicable state securities laws, (iii) to an institution that is an "accredited
investor" as defined in Regulation D under the Securities Act of 1933, as amended, and/or a 'qualified
institutional huycr" under Rule 144A promulgated under the Securities Act of 1933, as amended, and (iv)
in accordance with the provisions of this Ordinance. Bonds may be transferred and exchanged only on
the Bond Register as provided in this Section. Upon surrender of any Bond at the office of the Paying
Agent,the Paying Agent shall transfer or exchange such Bond for a new Bond or Bonds in any authorized
denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that
was presented for transfer or exchange. Bonds presented for transfer or exchange shall be accompanied
by a written instrument or instruments of transfer or authorization for exchange, in a form and with
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guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or
by the Registered Owner's duly authorized agent.
(c) In all cases in which the privilege of transferring or exchanging Bonds is exercised, the
Paying Agent shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance.
The City shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange
of Bonds provided for by this Ordinance and the cost of printing a reasonable supply of registered bond
blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the
Paying Agent, are the responsibility of the Registered Owners of the Bonds. If any Registered Owner
fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make
a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as
a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by
the Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under the
Bonds.
(d) The City and the Paying Agent shall not be required to (i) register the transfer or
exchange of any Bond that has been called for redemption after notice of such redemption has been
mailed by the Paying Agent pursuant to Section 303 and during the period of 15 days next preceding the
date of mailing of such notice of redemption, or(ii) register the transfer or exchange of any Bond during a
period beginning at the opening of business on the day after receiving written notice from the City of its
intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of
Defaulted Interest pursuant to Section 204.
(e) The City and the Paying Agent may deem and treat the Person in whose name any Bond
is registered on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or
not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and
interest on said Bond and for all other purposes. All payments so made to any such Registered Owner or
upon the Registered Owner's order shall be valid and effective to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be
affected by any notice to the contrary.
(f) At reasonable times and under reasonable regulations established by the Paying Agent,
the Bond Register may be inspected and copied by the Registered Owners of 10% or more in principal
amount of the Bonds then-Outstanding or any designated representative of such Registered Owners
whose authority is evidenced to the satisfaction of the Paying Agent.
Section 206. Execution, Registration,Authentication and Delivery of Bonds.
(a) Each of the Bonds, including any Bonds issued in exchange or as substitutions for the
Bonds initially delivered, shall be signed by the manual or facsimile signature of the City Manager and
attested by the manual or facsimile signature of the City Clerk and shall have the official seal of the City
affixed thereto or imprinted thereon. In case any officer whose signature appears on any Bond ceases to
be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient
for all purposes, as if such Person had remained in office until delivery. Any Bond may be signed by
such Persons who at the actual time of the execution of such Bond are the proper officers to sign such
Bond although at the date of such Bond such Persons may not have been such officers.
(b) The City Manager and City Clerk are hereby authorized and directed to prepare and
execute the Bonds in the manner herein specified, and, when duly executed and registered, to deliver the
Bonds to the Paying Agent for authentication.
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(c) The Bonds shall have endorsed thereon a certificate of authentication substantially in the
form set forth in Exhibit A, which shall be manually executed by the Paying Agent, but it shall not be
necessary that the Paying Agent sign the certificate of authentication on all of the Bonds that may be
issued hereunder at any one time. No Bond shall be entitled to any security or benefit under this
Ordinance or be valid nrob\iautory for any purpose unless and until such certifioutcofauthentication has
been duly executed by'the Paying Agent. Such executed certificate of authentication upon any Bond shall
be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance.
Upon authentication, the Paying Agent shall deliver the Bonds to or upon the order of the Lender, upon
payment to the City of the purchase price of the Bonds plus accrued interest thereon, if any, to the date of
their delivery.
Section 207. Mutilated,Destroyed, Lost and Stolen Bonds.
(a) lf(i) any mutilated Bond is surrendered to the Paying Agent or the Paying Agent receives
evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the
Payinz Ag,ent such security or indemnity as may be required by the Paying Agent to save each of the City
and the Paying Agent harmless, then, in the absence of notice to the Puying /\g,cnt that such Bond has
been acquired by' a bona fide purchaser, the City shall execute and the Paying Agent shall authenticate
and deliver, in exchange for or in lieu of any' such mutilated, destroyed, lost or stolen Bond, a new Bond
of the same Stated Maturity and of like tenor and principal amount.
(b) If any such mutilated, destroyed, lost or stolen Bond has become or is about to become
due and payable, the Paying Agent, in its discretion, may pay such Bond instead of delivering a new
Bond.
(c) Upon the issuance of any new Bond under this Section, the City or the Paying Agent may
require the payment by the Registered Owner of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including,the fees and expenses of
the Paying,Agent) connected therewith.
(d) Every new Bond issued pursuant to this Section shall constitute a replacement of the
City's prior obligation and shall be entitled to all the benefits of this Ordinance equally and ratably with
all other Outstanding Bonds.
Section 208. Cancellation and Destruction of Bonds Upon Payment. All Bonds that have
been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before
K4uturity, shall be canceled by the Paying Agent immediately upon the payment, redemption and
surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary
practices of the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing the
Bonds so canceled and shall file an executed counterpart of such certificate with the City.
Section 209. Sale of Bonds. The City hereby ratifies and confirms the sale of the Bonds to the
Lender at a purchase price of $5,122,000. The City shall deliver the Bonds to the Lender as soon as
practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of
the sale. The City agrees to pay a one-time origination fee of$500 to the Lender simultaneously with the
Lender's purchase of the Bonds.
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ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds.
(a) Optional Redemption. At the option of the City, the Bonds or portions thereof may be
called for redemption and payment prior to their Stated Maturity as a whole or in part at any time at the
Redemption Price of 100Y6 of the principal amount thereof plus accrued interest thereon to the
Redemption Date.
(b) Mandatory Redemption. The Bonds will be subject to mandatory redemption and
payment prior to their Stated Maturity pursuant to the mandatory redemption requirements of this Section
at a Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the
Redemption Date. The City shall redeem on June 1 in each year the following principal amounts of the
Bonds:
Year Principal Amount
2023 $707"000
2024 725,000
2025 750,000
2026 440"000
2027 450,000
2028 455,000
2029 465,000
2030 470,000
2031 475,000
2032' 185,000
Final Maturity
At its option, to be exercised on or before the 45th day next preceding any mandatory
Redemption Date, the City may: (i) deliver to the Paying Agent for cancellation Bonds subject to
mandatory redemption on said mandatory Redemption Date, in any aggregate principal amount desired,
or (ii) furnish the Paying Agent funds, together with appropriate instructions, for the purpose of
purchasing any Bonds subject to mandatory redemption on said mandatory Redemption Date from any
Registered Owner thereof, whereupon the Paying Agent shall expend such funds for such purpose to such
extent as may be practical. Each Bond so delivered or previously purchased or redeemed shall be credited
at 100% of the principal amount thereof on the obligation of the City to redeem the Bonds on such
mandatory Redemption Date, and any excess of such amount shall be credited on future mandatory
redemption obligations for the Bonds in chronological order, and the principal amount of the Bonds to be
redeemed by operation of the requirements of this Section shall be accordingly reduced. If the City
intends to exercise any option granted by the provisions of clause (i) or (ii) above, the City will, on or
before the 45th day next preceding each mandatory Redemption Date, furnish to the Paying Agent a
written certificate indicating to what extent the provisions of said clauses (i) and (ii) are to be complied
with, with respect to such mandatory redemption payment.
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Section 302. Selection of Bonds to be Redeemed.
(a) The Paying Agent shall call Bonds for redemption and payment and shall give notice of
such redemption as herein provided upon receipt by the Paying Agent at least 15 days prior to the
Redemption Date of the City's written instructions specifying the principal amount, Stated Maturity,
Redemption Date and Redemption Price of the Bonds to be called for redemption. If the Bonds are
refunded more than 90 days in advance of the Redemption Date, any escrow agreement entered into by
the City in connection with the refunding shall provide that the written instructions to the Paying Agent
shall be given by the escrow agent on the City's behalf not less than 15 days prior to the Redemption
Date. The Paying Agent may in its discretion waive such notice period so long as the notice requirements
set forth in Section 303 are met. The foregoing provisions of this paragraph shall not apply to the
mandatory redemption of Bonds hereunder, and Bonds shall be called by the Paying Agent for
redemption pursuant to such mandatory redemption requirements without the necessity of any action by
the City.
(b) Bonds shall be redeemed only in the principal amount of$1,000 or any integral multiple
thereof. When less than all of the Outstanding Bonds are to be redeemed, Bonds shall be selected by the
Paying Agent in $1,000 units of principal amount in such equitable manner as the Paying Agent may
determine in its discretion.
(c) In the case of a partial redemption of Bonds, when Bonds of denominations greater than
$1,000 are then-Outstanding, then for all purposes in connection with such redemption each $1,000 of
face value shall be treated as though it were a separate Bond of the denomination of $1,000. If it is
determined that one or more, but not all, of the $1,000 units of face value represented by any Bond are
selected for redemption, then upon notice of intention to redeem such $1,000 unit or units, the Registered
Owner of such Bond or the Registered Owner's duly authorized agent shall present and surrender such
Bond to the Paying Agent(i) for payment of the Redemption Price and interest to the Redemption Date of
such $1,000 unit or units of face value called for redemption, and (ii) for exchange, without charge to the
Registered Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed
portion of the principal amount of such Bond. If the Registered Owner of any such Bond fails to present
such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless,
become due and payable on the Redemption Date to the extent of the $1,000 unit or units of face value
called for redemption (and to that extent only).
Section 303. Notice and Effect of Call for Redemption.
(a) Unless waived by any Registered Owner of Bonds to be redeemed, official notice of any
redemption shall be given by the Paying Agent on the City's behalf by mailing a copy of an official
redemption notice by first-class mail at least 10 days before the Redemption Date to each Registered
Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register.
(b) All official notices of redemption shall be dated and shall contain the following
information:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) if less than all Outstanding Bonds are to be redeemed, the identification number
and Stated Maturity (and, in the case of a partial redemption of any Bonds, the respective
principal amounts)of the Bonds to be redeemed;
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(iv) a statement that on the Redemption Date the Redemption Price will become due
and payable upon each such Bond or portion thereof called for redemption and that interest
thereon shall cease to accrue from and after the Redemption Date; and
(v) the place where such Bonds are to be surrendered for payment of the Redemption
Price.
(c) Prior to any Redemption Date, the City shall deposit with the Paying Agent an amount of
money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be
redeemed on such Redemption Date.
(d) Any notice of optional redemption may be conditioned upon moneys being on deposit
with the Paying Agent on or prior to the Redemption Date in an amount sufficient to pay the Redemption
Price on the Redemption Date. If such notice is conditional and either the Paying Agent receives written
notice from the City that moneys sufficient to pay the Redemption Price will not be on deposit on the
Redemption Date, or such moneys are not received on the Redemption Date, then such notice shall be of
no force and effect,the Paying Agent shall not redeem such Bonds and the Paying Agent shall give notice,
in the same manner in which the notice of redemption was given, that such moneys were not or will not
be so received and that such Bonds will not be redeemed.
(e) Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price
therein specified, and from and after the Redemption Date (unless the City defaults in the payment of the
Redemption Pr(cc) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such
Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds shall be paid
by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as
herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, the
Paying Agent shall prepare for the Registered Owner a new Bond or Bonds of the same Stated Maturity in
the amount of the unpaid principal as provided herein. All Bonds that have been surrendered for
redemption shall be canceled and destroyed by the Paying Agent as provided herein and shall not be
reissued.
(1) The failure of any Registered Owner to receive the foregoing notice or any defect therein
shall not invalidate the effectiveness of the call for redemption of any Bond.
(g) The Paying Agent is also directed to comply with any mandatory standards then in effect
for processing redemptions of municipal securities established by the Securities and Exchange
Commission. Failure to comply with such standards shall not affect or invalidate the redemption of any
Bond.
ARTICLE IV
SECURITY FOR AND PAYMENT OF BONDS
Section 401. Security for the Bonds.
(a) The Bonds are special obligations of the City payable as to both principal or Redemption
Price and interest solely from annual appropriations of funds by the City for such purpose to be deposited
in the Debt Service Fund. The obligation of the City to make payments into the Debt Service Fund and
any other obligations of the City to make payments under this Ordinance do not constitute a general
obligation or indebtedness of the City for which the City is obligated to levy or pledge any form of
taxation, or for which the City has levied or pledged any form of taxation and shall not be construed to be
a debt of the City in contravention of any applicable constitutional, statutory or charter limitation or
requirement but in each Fiscal Year shall be payable solely from the amounts pledged or appropriated
therefor (i) out of the income and revenues provided for such year plus (ii) any unencumbered balances
for previous years. Subject to the preceding sentence, the obligations of the City to make payments
hereunder and to perform and observe any other covenant and agreement contained herein shall be
absolute and unconditional.
(b) The covenants and agreements of the City contained herein and in the Bonds shall be for
the equal benefit, protection and security of the legal owners of any or all of the Bonds, all of which
Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the
application of the funds to the payment of the principal or Redemption Price of and interest on the Bonds,
or otherwise, except as to rate of interest, Stated Maturity or right of prior redemption as provided in this
Ordinance.
Section 402. Covenant to Request Appropriations. The City Council hereby directs the
Finance Director or any other officer of the City at any time charged with the responsibility of
formulating budget proposals to (a) include in each annual budget an appropriation of the amount
necessary(after taking into account any moneys legally available for such purpose) to pay debt service on
the Bonds in the next succeeding Fiscal Year, and (b) take such further action (or cause the same to be
taken) as may be necessary or desirable to assure the availability of moneys appropriated to pay such debt
service on the Bonds in the next succeeding Fiscal Year. This does not obligate the City Council to
appropriate such funds.
ARTICLE V
ESTABLISHMENT OF FUNDS;
DEPOSIT AND APPLICATION OF MONEYS
Section 501. Establishment of Funds. There have been or shall be established in the treasury
of the City and shall be held and administered by the Finance Director of the City the following separate
funds:
(a) Debt Service Fund.
(b) Costs of Issuance Fund.
Section 502. Deposit of Bond Proceeds and Other Available Money. The net proceeds
received from the sale of the Bonds, together with other available money of the City, shall be deposited
simultaneously with the delivery of the Bonds as follows:
(a) Any amount received on account of accrued interest on the Bonds shall be paid
and credited to the Debt Service Fund and applied in accordance with Section 504.
(b) The sum of $5,093,212.50 from the proceeds of the Bonds, together with
$695,455.00 of available money provided by the City, shall be paid and transferred to the paying
agent for the Series 20 ISA Bonds, with irrevocable instructions to apply such amount to the
payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds.
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(c) The remaining balance from the proceeds of the Bonds ($28,787.50) shall be
deposited in the Costs of Issuance Fund and applied in accordance with Section 503.
Section 503. Application of Moneys in the Costs of Issuance Fund.
(a) Moneys in the Costs of Issuance Fund shall be used by the City solely for the purpose of
paying the costs and expenses of issuing the Bonds.
(b) On June 1, 2022, any surplus remaining in the Costs of Issuance Fund shall be transferred
to and deposited in the Debt Service Fund.
Section 504. Application of Moneys in the Debt Service Fund.
(a) All amounts paid and credited to the Debt Service Fund shall be expended and used by
the City for the sole purpose of paying the principal or Redemption Price of and interest on the Bonds as
and when the same becomes due and the usual and customary fees and expenses of the Paying Agent.
The Finance Director is authorized and directed to withdraw from the Debt Service Fund sums sufficient
to pay the principal or Redemption Price of and interest on the Bonds and the fees and expenses of the
Paying Agent as and when the same becomes due, and to forward such sums to the Paying Agent in a
manner which ensures that the Paying Agent will receive immediately available funds in such amounts on
or before the Business Day immediately preceding the dates when such principal or Redemption Price,
interest and fees of the Paying Agent will become due. If, through the lapse of time or otherwise, the
Registered Owners of Bonds are no longer entitled to enforce payment of the Bonds or the interest
thereon, the Paying Agent shall return said funds to the City. All moneys deposited with the Paying
Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in
this Ordinance and shall be held in trust by the Paying Agent for the benefit of the Registered Owners of
the Bonds entitled to payment from such moneys.
(b) Any moneys or investments remaining in the Debt Service Fund after the retirement of
the Bonds shall be transferred and paid into the general fund of the City.
Section 505. Deposits and Investment of Moneys.
(a) Moneys in each of the funds created by and referred to in this Ordinance shall be
deposited in a bank or banks or other legally permitted financial institutions located in the State of
Missouri that are members of the Federal Deposit Insurance Corporation. All such deposits shall be
continuously and adequately secured by the financial institutions holding such deposits as provided by the
laws of the State of Missouri. All moneys held in the funds created by this Ordinance shall be kept
separate and apart from all other funds of the City so that there shall be no commingling of such funds
with any other funds of the City.
(b) Moneys held in any fund referred to in this Ordinance may be invested by the Finance
Director in accordance with the investment policy of the City, as such policy may be amended from time
to time, in accordance with this Ordinance and the,Federal Tax Certificate, in Permitted Investments;
provided, however, that no such investment shall be made for a period extending longer than the date
when the moneys invested may be needed for the purpose for which such fund was created. All earnings
on any investments held in any fund shall accrue to and become a part of such fund.
Section 506. Nonpresentment of Bonds. If any Bond is not presented for payment when the
principal thereof becomes due at Maturity, and if funds sufficient to pay such Bond have been made
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available to the Paying Agent, all liability of the City to the Registered Owner thereof for the payment of
such Bond shall forthwith ceasedetermine and be completely discharged, and thereupon it shall be the
duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the
Registered Owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim
of whatever nature on his part under this Ordinance or on, or with respect to, said Bond. If any Bond is
not presented for payment within one year following the date when such Bond becomes due at Maturity,
the Paying Agent shall repay, without liability for interest thereon, to the City the funds theretofore held
by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of
limitation, thereafter be an unsecured obligation of the City, and the Registered Ov/ne, thereof shall be
entitled to look only to the City for payment, and then only to the extent of the amount so repaid to it by
the Paying Agent, and the City shall not be liable for any interest thereon and shall not be regarded as a
trustee of such money.
Section 507. Payments Due on Saturdays, Sundays and Holidays. In any case where a
Bond Payment Date is not a Business Day, then payment of the principal or Redemption Price of and
interest on the Bonds need not be made on such Bond Payment Date but may be made on the next
succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no
interest shall accrue for the period after such Bond Payment Date.
Section 508. Redemption of Certain Refunded Bonds. The Refunded Bonds maturing in
2023 and thereafter are hereby called for redemption and payment prior to maturity on June 1, 2022.
Those Refunded Bonds shall be redeemed at the office of UMB Bank, N.A., St. Louis, Missouri, the
paying agent for the Refunded Bonds, on said redemption date by payment of the principal thereof,
together with the redemption premium, if any, and accrued interest thereon to the redemption date. In
accordance with the requirements of the Series 2015A Ordinance, the Finance Director is hereby directed
to cause notice of the call for redemption and payment of those Refunded Bonds to be given in the
manner provided in the Series 2015/\ Ordinance. The officials of the City and the paying agent for the
Refunded Bonds are hereby authorized and directed to take such other action as may be necessary to
effect the redemption and payment of'those Refunded Bonds as herein provided.
ARTICLE VI
DEFAULT AND REMEDIES
Section 601. Events of Default. An Event of Default means any of the following events:
(a) default in the payment of any interest on any Bond for which funds have been
appropriated by the City Council;
(b) default in the payment of the principal of (or premium, if any, on) any Bond
when the same becomes due and payable (whether at maturity, upon proceedings for redemption,
by acceleration or otherwise) for which funds have been appropriated by the City Council; or
(c) the City or its governing body or any of the officers, agents or employees thereof
fail or refuse to comply with any of the provisions of this Ordinance or of the Constitution or
statutes of the State of Missouri, and such default continues for a period of 30 days after written
notice specifying such default has been given to the City by any Registered Owner of any Bond
then-Outstanding.
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Section 602. Remedies. Upon an Event of Default, the Registered Owner or Owners of not
less than 10% in principal amount of the Bonds at the time Outstanding may:
(a) by mandamus or other suit, action or proceedings at law or in equity to enforce
the rights of such Registered Owner or Owners against the City and its officers, agents and
employees, and to require and compel duties and obligations required by the provisions of this
Ordinance or by the Constitution and laws of the State of Missouri;
(b) by suit, action or other proceedings in equity or at law to require the City, its
officers, agents and employees to account as if they were the trustees of an express trust; or
(c) by suit, action or other proceedings in equity or at law to enjoin any acts or things
which may be unlawful or in violation of the rights of the Registered Owners of the Bonds.
Section 603. Limitation on Rights of Bondowners. The covenants and agreements of the
City contained herein and in the Bonds shall be for the equal benefit, protection and security of the legal
owners of any or all of the Bonds. All of the Bonds shall be of equal rank and without preference or
priority of one Bond over any' other Bond in the application of the funds herein pledged to the payment of
the principal of and interest on the Bonds, or otherwise, except as to rate of interest, Stated Maturity or
right of prior redemption as provided in this Ordinance. No one or more Bondowners secured hereby
shall have any right in any manner whatsoever by his or their action to affect, disturb or prejudice the
security granted and provided for herein, or to enforce any' right hereunder, except in the manner herein
provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal
benefit of all Registered Owners of such Outstanding Bonds.
Section 604. Remedies Cumulative. No remedy conferred herein upon the Bondowners is
intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to
every other remedy and may be exercised without exhausting and without regard to any other remedy
conferred herein. No waiver of any default or breach of duty or contract by the Registered Owner of any
Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any
rights or remedies consequent thereon. No delay or omission of any Bondowner to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be a waiver
of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the
Registered Owners of the Bonds by this Ordinance may be enforced and exercised from time to time and
as often as may be deemed expedient. If any suit, action or proceedings taken by any Bondowner on
account of any default or to enforce any right or exercise any remedy has been discontinued or abandoned
for any reason, or has been determined adversely to such Bondowner, then, and in every such case, the
City and the Registered Owners of the Bonds shall be restored to their former positions and rights
hereunder, respectively, and all rights, remedies, powers and duties of the Bondowners shall continue as if
no such suit, action or other proceedings had been brought or taken.
Section 605. No Acceleration. Notwithstanding anything herein to the contrary, the Bonds
are not subject to acceleration upon the occurrence of an event of default hereunder.
Section 606. No Obligation to Levy Taxes. Nothing contained in this Ordinance shall be
construed as imposing on the City any duty or obligation to levy any taxes either to meet any obligation
incurred hereunder or to pay the principal of or interest on the Bonds.
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ARTICLE VII
DEFEASANCE
Section 701. Defeasance.
(a) When any or all of the Bonds or scheduled interest payments thereon have been paid and
discharged, then the requirements contained in this Ordinance and all other rights granted hereby shall
terminate with respect to the Bonds or scheduled interest payments thereon so paid and discharged.
Bonds or scheduled interest payments thereon shall be deemed to have been paid and discharged within
the meaning of this Ordinance if there has been deposited with the Paying Agent, or other commercial
bank or trust company located in the State of Missouri and having full trust powers, at or prior to the
Stated Maturity or Redemption Date of said Bonds or scheduled interest payments thereon, in trust for
and irrevocably appropriated thereto, moneys and Defeasance Obligations which, together with the
interest to be earned on any such Defeasance Obligations, will be sufficient for the payment of the
principal of and redemption premium, if any, on said Bonds and interest accrued to the Stated Maturity or
Redemption Date, or if default in such payment has occurred on such date, then to the date of the tender
of such payments; provided, however, that if any such Bonds are to be redeemed prior to their Stated
Maturity, (i) the City has elected to redeem such Bonds, and (ii)either notice of such redemption has been
given, or the City has given irrevocable instructions, or shall have provided for an escrow agent to give
irrevocable instructions, to the Paying Agent to give such notice of redemption in compliance with
Section 302(a).
(b) All moneys and Defeasance Obligations that at any time are deposited with the Paying
Agent or other commercial bank or trust company by or on behalf of the City, for the purpose of paying
and discharging any of the Bonds, are hereby assigned, transferred and set over to the Paying Agent or
other commercial bank or trust company in trust for the respective Registered Owners of the Bonds, and
such moneys are hereby irrevocably appropriated to the payment and discharge thereof. All moneys and
Defeasance Obligations deposited with the Paying Agent or other commercial bank or trust company shall
be deemed to be deposited in accordance with and subject to all of the provisions of this Ordinance.
(c) To accomplish a defeasance of the Bonds or scheduled interest payments thereon that
will not be paid within 90 days of the deposit referred to in paragraph (a) above,the City shall cause to be
delivered to the Paying Agent(i) a report of an independent firm of nationally recognized certified public
accountants verifying the sufficiency of the escrow established to pay the Bonds in full at Maturity, (ii)an
escrow agreement, and (iii) an opinion of Bond Counsel to the effect that the Bonds or scheduled interest
payments thereon are no longer "Outstanding" under this Ordinance. Bonds shall be deemed
"Outstanding' under this Ordinance unless and until they are in fact paid and retired or the criteria of this
Section are met.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 801. Tax Covenants. The City covenants and agrees to comply with all provisions
and requirements of the Federal Tax Certificate, which is hereby approved, with such changes therein as
shall be approved by the City Manager and Finance Director, which officers are hereby authorized to
execute the Federal Tax Certificate for and on behalf of the City, such officers' signatures thereon being
conclusive evidence of their approval thereof.
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Section 802. Annual Audit.
(a) Annualh/, promptly after the end of each Fiscal Year, the City will cause an audit to be
made of its funds and accounts for the preceding Fiscal Year by an independent certified public
accountant or finii of independent certified public accountants.
(b) Within 30 days after the completion of each such audit, a copy thereof shall be filed in
the office of the City Clerk. Such audits shall at all times during usual business hours be open to
examination and inspection by any taxpayer, any Registered Owner of any of the Bonds, or anyone acting
for or on behalf of such taxpayer or Registered Owner.
Section 803. Insurance. The City will carry and maintain fire and extended coverage
insurance, either commercial or self-insured, upon all of the properties that constitute a part of the 2015
Project insofar as the same are or will be of an insurable nature and are financed or refinanced with the
proceeds of the Bonds. Such insurance shall be in an amount at least equal to the lesser of(a) the amount
of the Bonds then-Outstanding or (b) the replacement cost thereof. In the event of loss or damage, the
City, with reasonable dispatch, will use the proceeds of such insurance to reconstruct and replace the
property damaged or destroyed. If reconstruction or replacement is unnecessary, the City will deposit the
proceeds of such insurance into the Debt Service Fund.
Section 804. Amendments.
(a) The rights and duties of the City and the Bondowners,and the terms and provisions of the
Bonds or of this Ordinance, may be amended or modified at any time in any respect by ordinance of the
City with the written consent of the Registered Owners of not less than a majority in principal amount of
the Bonds then-Outstanding, such consent to be evidenced by an instrument or instruments executed by
such Registered Owners and duly acknowledged or proved in the manner of a deed to be recorded, and
such instrument or instruments shall be filed with the City Clerk, but no such modification or alteration
shall:
(i) extend the maturity of any payment of principal or interest due upon any Bond;
(ii) alter the optional redemption provisions of any Bond;
(iii) effect a reduction in the amount which the City is required to pay as principal of
or interest on any Bond;
(iv) permit preference or priority of any Bond over any other Bond; or
(v) reduce the percentage in principal amount of Bonds required for the written
consent to any modification or alteration of the provisions of this Ordinance.
(b) Any provision of the Bonds or of this Ordinance may, however, be amended or modified
by ordinance duly adopted by the City Council at any time in any legal respect with the written consent of
the Registered Owners of all of the Bonds at the time Outstanding.
(c) Without notice to or the consent of any Bondowners, the City may amend or supplement
this Ordinance for the purpose of curing any formal defect, omission, inconsistency or ambiguity herein
or in connection with any other change herein which is not materially adverse to the interests of the
Bondowners.
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(d) Every amendment or modification of the provisions of the Bondor of this Ordinance, to
which the written consent of the Bondowners is given, as above provided, shall be expressed in an
ordinance adopted by the City Council amending or supplementing the provisions of this Ordinance and
shall be deemed to be a part of this Ordinance. A certified copy of every such amendatory or
supplemental ordinance, if any, and a certified copy of this Ordinance shall always be kept on file in the
office of the City Clerk, shall be made available for inspection by the Registered Owner of any Bond or a
prospective purchaser or owner of any Bond authorized by this Ordinance, and upon payment of the
reasonable cost of preparing the same, shall be sent by the City Clerk to any such Registered Owner or
prospective Registered Owner.
(e) Any and all modifications made in the manner hereinabove provided shall not become
effective until there has been fi|edwith the City Clerk acopy ufthe ordinance ofthe City hereinabove
provided for, duly certified, as well as proof of' any required consent to such modification by the
Registered Owners of the Bonds then-Outstanding. It shall not be necessary to note on any of the
Outstanding Bonds any reference to such amendment or modification.
(D The City shall furnish to the Paying Agent a copy of any amendment to the Bonds or this
Ordinance which affects the duties or obligations of the Paying Agent under this Ordinance.
Section 805. Notices, Consents and Other Instruments by Bondowners.
(a) Any notice, consent, request, direction, approval or other instrument to be signed and
executed by the Bondowners may be in any number of concurrent writings of similar tenor and may be
signed or executed by such Bondowners in person or by agent appointed in writing. Proof of the
execution of any such instrument or of the writing appointing any such agent and of the ownership of
Bonds (other than the assignment of the ownership of a Bond as provided for in the form of Bond set
forth in Exhibit A). if made in the following manner, shall be sufficient for any of the purposes of this
Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any action
taken, suffered or omitted under any such instrument, namely:
(i) The fact and date of the execution by any Person of any such instrument may be
proved by a certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the Person signing such instrument acknowledged
before such officer the execution thereof, or by affidavit of any witness to such execution.
(ii) The fact of ownership of Bonds, the amount or amounts, numbers and other
identification of Bonds, and the date of holding the same shall be proved by the Bond Register.
(b) In determining whether the Registered Owners of the requisite principal amount of Bonds
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under
this Ordinance, Bonds owned by the City shall be disregarded and deemed not to be Outstanding under
this Ordinance, except that, in determining whether the Bondowners shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the
Bondowners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so
owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee
establishes to the satisfaction of the Bondowners the pledgee's right so to act with respect to such Bonds
and that the pledgee is not the City.
Section 806. Electronic Transactions. The transaction described herein may be conducted
and related documents may be sent, received or stored by electronic means. Copies, telecopies,
facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be
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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 807. Further Authority. The officers of the City, including the Mayor, City
Manager, Finance Director and City Clerk, are hereby authorized and directed to execute all documents
and take such actions as they may deem necessary or advisable to carry out and perform the purposes of
this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements,
statements, instruments and other documents herein approved, authorized and confirmed which they may
approve, and the execution or taking of such action shall be conclusive evidence of such necessity or
advisability.
Section 808. Parties Interested Herein. Nothing in this Ordinance, express or implied, is
intended or shall be construed to confer upon, or to give or grant to, any Person, other than the City, the
Paying Agent and the Bondowners, any right, remedy or claim under or by reason of this Ordinance or
any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in
this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the
City,the Paying Agent and the Bondowners.
Section 809. Severability. If any section or other part of this Ordinance, whether large or
small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other
provisions of this Ordinance.
Section 810. Governing Law. This Ordinance shall be governed exclusively by and
construed in accordance with the applicable laws of the State of Missouri.
Section 811. Effective Date. This Ordinance shall take effect and be in full force 10 days
after its passage by the City Council.
PASSED AND APPROVED THIS 22" DAY OF February ,2022.
AO
.001Iff 44
Robbie Guard, Wa or .fro Tempore
ATTEST:
iir . i.../
truce Tay , Deputy City Clerk
Q4A a�G.,
>4 tegt AO_A",e,
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EXHIBIT A
TO ORDINANCE
(FORM OF BONDS)
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered Registered
No.R-1 S5,122,000
CITY OF CAPE GIRARDEAU,MISSOURI
SPECIAL OBLIGATION REFUNDING BOND
SERIES 2022
Interest Rate Maturity Date Dated Date
1.99% June 1, 2032 March 8, 2022
REGISTERED OWNER: THE BANK OF MISSOURI
PRINCIPAL AMOUNT: FIVE MILLION ONE HUNDRED TWENTY-TWO
THOUSAND DOLLARS
THE CITY OF CAPE GIRARDEAU, MISSOURI, a home rule city and political subdivision
of the State of Missouri (the "City-), for value received, hereby acknowledges itself to be indebted and
promises to pay to the Registered Owner shown above, or registered assigns, the principal amount shown
above on the maturity date shown above unless called for redemption prior to said maturity date and to
pay interest thereon at the interest rate per annum shown above (computed on the basis of a 360-day year
of twelve 30-day month) from the Dated Date shown above or from the most recent interest payment date
to which interest has been paid or duly provided for, payable semiannually on June 1 and December 1 in
each year, beginning on June 1, 2022, until said principal amount has been paid.
The principal or Redemption Price of this Bond shall be paid at maturity or upon earlier
redemption upon presentation and surrender of this Bond at the office of the City Clerk (the "Paying
Agent"). The interest payable on this Bond on any interest payment date shall be paid to the Person in
whose name this Bond is registered on the registration books maintained by the Paying Agent at the close
of business on the Record Date for such interest, which shall be the 15th day (whether or not a business
day) of the calendar month preceding the interest payment date. Payment of the principal or Redemption
Price of and interest on this Bond shall be made (a) by check or draft mailed by the Paying Agent to the
Registered Owner at the address shown on the Bond Register or (b) by electronic transfer to such
Registered Owner upon written notice signed by such Registered Owner and given to the Paying Agent
not less than 15 days prior to the Record Date for such payment, containing the electronic transfer
instructions including the name and address of the bank, the bank's ABA routing number and the account
number to which such Registered Owner wishes to have such transfer directed, together with an
acknowledgment that an electronic transfer fee may be applicable. The principal or Redemption Price of
A-1
and interest on this Bond shall be payable in any coin or currency that, on the respective dates of payment
thereof, is legal tender for the payment of public and private debts.
Notwithstanding any provision herein or in the Ordinance to the contrary, the Bonds are not
subject to presentation and surrender for the payment of scheduled mandatory sinking fund redemptions
pursuant toSection 3Oi(b)of the Ordinance.
This Bond is one of an authorized series of bonds of the City designated -Special Obligation
Refunding Bonds, Series 2022,"aggregating the principal amount of$5,|22,000 (the=Bouds`^), issued hy
the City for the purpose of providing funds to (a)refund $55,000 principal amount of the City's Special
Obligation Bonds, Series 20l5/\ (the "Series Z0l5/\ Bonds,), maturing iu2022and all ofthe Series 2O|5A
Bonds maturing in 2023 and thereafter and (b) pay the costs of issuing the Bonds, under the authority of
and in full compliance with the City's Charter and the Constitution and laws of the State of Missouri, and
pursuant to an ordinance duly passed (the -Ordinance-) and proceedings duly and legally had by the City
Council of the City. Capita/Lad terms used herein and not otherwise defined herein shall have the
meanings assied to such terms in the Ordinance.
At the option of the City, the Bonds or portions thereof may be called for redemption and
payment prior to their Stated Maturity as a whole or in part at any time in such order of maturity
determined by the City (Bonds of less than a full Stated Maturity to be selected in multiples of$1,000 in
such equitable manner as the Paying Agent shall designate) at the Redemption Price of 100% of the
principal amount thereof plus accrued interest thereon to the Redemption Date.
The Bonds will be subject to mandatory redemption and payment prior to their Stated Maturity
pursuant to the mandatory redemption requirements of the Ordinance at a Redemption Price equal to
100% of the principal amount thereof plus accrued interest to the Redemption Date. The City shall
redeem on June 1 in each year the following principal amounts of the Bonds:
Year Principal Amount
2023 $707,000
2024 725,000
2025 750,000
2026 440"000
2027 450,080
2028 455,000
2029 465"800
2030 470,000
2031 475"000
203f 185,000
Final Maturity
Notice of redemption, unless waived, is to be given by the Paying Agent by mailing an official
redemption notice by first-class mail at least 10 days prior to the Redemption Date to each Registered
Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register maintained by
the Paying Agent. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds
to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the City defaults in the payment of the Redemption Price)
such Bonds or portions of Bonds shall cease to bear interest.
A-2
The Bonds shall be special obligations of the City payable as to both principal and interest solely
from annual appropriations of funds by the City for such purpose to be deposited in the Debt Service
Fund. The obligation of the City to make payments into the Debt Service Fund and any other obligations
of the City to make payments under the Ordinance do not constitute a general obligation or indebtedness
of the City for which the City is obligated to levy or pledge any form of taxation, or for which the City
has levied or pledged any form of taxation and shall not be construed to be a debt of the City in
contravention of any applicable constitutional, statutory or charter limitation or requirement but in each
Fiscal Year shall be payable solely from the amounts pledged or appropriated therefor (a) out of the
income and revenues provided for such year plus(b) any unencumbered balances for previous years.
The Bonds are issuable in the form of fully-registered Bonds in the denominations of$100,000 or
any integral multiple of$1,000 in excess thereof.
The Bonds may be transferred in whole only, and the Registered Owner agrees that it will only
offer,sell,pledge, transfer or exchange this Bond(a)in accordance with an available exemption front the
registration requirements of Section 5 of the Securities Act of 1933, as amended, (b) in accordance with
any applicable state securities laws, (3) to an institution that is an "accredited investor" as defined in
Regulation D under the Securities Act of 1933,as amended, andUor a "qualified institutional buyer"under
Rule 144A promulgated under the Securities Act of 1933, as amended, and (4) in accordance with the
provisions of the Ordinance. This Bond may be transferred or exchanged, as provided in the Ordinance,
only on the Bond Register kept for that purpose at the office of the Paying Agent, upon surrender of this
Bond together with a written instrument of transfer or authorization for exchange satisfactory to the
Paying Agent duly executed by the Registered Owner or the Registered Owner's duly authorized agent,
and thereupon a new Bond or Bonds in any authorized denomination of 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, and neither the City nor the Paying Agent shall
be effected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security
or benefit under the Ordinance until the Certificate of Authentication hereon has been executed by the
Paying Agent.
IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required
to be done and to exist precedent to and in the issuance of the Bonds have been done and performed and
do exist in due and regular form and manner as required by the Constitution and laws of the State of
Missouri.
[Remainder of Page Intentionally Left Blank]
A-3
IN WITNESS WHEREOF, the CITY OF CAPE GIRARDEAU, MISSOURI, has caused this
Bond to be executed by the manual or facsimile signature of its City Manager and attested by the manual
or facsimile signature of its City Clerk and its official seal to be affixed hereto or imprinted hereon.
CERTIFICATE OF AUTHENTICATION CITY OF CAPE GIRARDEAU, MISSOURI
This Bond is one of the Bonds
of the issue described in the
within-mentioned Ordinance. By:
Dr. Kenneth Haskin, City Manager
Registration Date:
CITY CLERK OF THE CITY OF (Seal)
CAPE GIRARDEAU,MISSOURI,
Paying Agent
ATTEST:
By
Authorized Signatory Gayle L. Conrad, City Clerk
A-4
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
agent to transfer the within Bond on the books kept by the Paying Agent for the
registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears upon the face of the within
Bond in every particular.
Medallion Signature Guarantee:
A-5
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered Registered
No.R-1 $5,122,000
CITY OF CAPE GIRARDEAU,MISSOURI
SPECIAL OBLIGATION REFUNDING BOND
SERIES 2022
Interest Rate Maturity Date Dated Date
1.99% June 1,2032 March 8, 2022
REGISTERED OWNER: THE BANK OF MISSOURI
PRINCIPAL AMOUNT: FIVE MILLION ONE HUNDRED TWENTY-TWO
THOUSAND DOLLARS
THE CITY OF CAPE GIRARDEAU,MISSOURI,a home rule city and political subdivision of
the State of Missouri (the "City"), for value received, hereby acknowledges itself to be indebted and
promises to pay to the Registered Owner shown above, or registered assigns, the principal amount shown
above on the maturity date shown above unless called for redemption prior to said maturity date and to pay
interest thereon at the interest rate per annum shown above (computed on the basis of a 360-day year of
twelve 30-day month) from the Dated Date shown above or from the most recent interest payment date to
which interest has been paid or duly provided for,payable semiannually on June 1 and December 1 in each
year,beginning on June 1,2022, until said principal amount has been paid.
The principal or Redemption Price of this Bond shall be paid at maturity or upon earlier redemption
upon presentation and surrender of this Bond at the office of the City Clerk (the "Paying Agent"). The
interest payable on this Bond on any interest payment date shall be paid to the Person in whose name this
Bond is registered on the registration books maintained by the Paying Agent at the close of business on the
Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar
month preceding the interest payment date. Payment of the principal or Redemption Price of and interest
on this Bond shall be made (a) by check or draft mailed by the Paying Agent to the Registered Owner at
the address shown on the Bond Register or(b)by electronic transfer to such Registered Owner upon written
notice signed by such Registered Owner and given to the Paying Agent not less than 15 days prior to the
Record Date for such payment, containing the electronic transfer instructions including the name and
address of the bank, the bank's ABA routing number and the account number to which such Registered
Owner wishes to have such transfer directed, together with an acknowledgment that an electronic transfer
fee may be applicable. The principal or Redemption Price of and interest on this Bond shall be payable in
any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of
public and private debts.
IN WITNESS WHEREOF, the CITY OF CAPE GIRARDEAU, MISSOURI, has caused this
Bond to be executed by the manual or facsimile signature of its City Manager and attested by the manual
or facsimile signature of its City Clerk and its official seal to be affixed hereto or imprinted hereon.
CERTIFICATE OF AUTHENTICATION CITY OF CAPE GIRARDEAU,MISSOURI
This Bond is one of the Bonds
of the issue described in the
within-mentioned Ordinance. By: III1
City ana'Y .-,
Registration Date: r,' 4114
A4 It,,,,,\
CITY CLERK OF THE CITY OF (Seal) 1.4., �*% �+ t
CAPE GIRARDEAU,MISSOURI, ;p ` '1f .V1�"
Paying Agent �` ,,. c Tr'-'
ATTEST: %ak Tett,9, 4
By 3 IP )1"eiktod h-11:, j^4
Author zed Signatory City ,rk
-4-
CITY'S CLOSING CERTIFICATE
$5,122,000
CITY OF CAPE GIRARDEAU,MISSOURI
SPECIAL OBLIGATION REFUNDING BONDS
SERIES 2022
We, the undersigned, are duly qualified and authorized officials of the City of Cape Girardeau,
Missouri (the"City"),and we hereby certify in connection with the issuance of the above-described bonds
(the"Bonds"), as follows:
1. Meaning of Words and Terms. Capitalized words and terms used herein, unless
otherwise defined herein or the context requires otherwise, shall have the same meanings ascribed to such
words and terms in the ordinance of the City authorizing the Bonds(the"Ordinance").
2. Organization. The City is a home rule city and political subdivision duly organized and
existing under the laws of the State of Missouri.
3. Transcript of Proceedings. To the best of our knowledge, information and belief, the
transcript of proceedings (the "Transcript") relating to the authorization and issuance of the Bonds,
furnished to The Bank of Missouri, Cape Girardeau, Missouri, the purchaser of the Bonds(the"Lender"),
is Rill and complete; none of the proceedings contained in the Transcript have been modified, amended or
repealed; and the facts as are stated in the Transcript still exist.
4. Meetings. All meetings of the City Council as shown in the Transcript were called and
held as shown in the Transcript. All such meetings were open to the public and a quorum was present and
acted throughout,and proper notice of all such meetings was given in the manner required by law,including
Chapter 610 of the Revised Statutes of Missouri. Attached as Exhibit A are true and correct copies of the
minutes (or excerpts thereof) of the meetings of the City Council held on February 7, 2022 and
February 22,2022. Attached as Exhibit B are true and correct copies of the notices/agendas that were
posted for the City Council meetings held on February 7, 2022 and February 22, 2022. Each notice was
posted at least 24 hours(excluding weekends and holidays) prior to the commencement of the meeting on
a bulletin board or other prominent place that is easily accessible to the public and clearly designated for
posting notices at City Hall, 44 North Lorimier in Cape Girardeau, Missouri, which is the principal office
and meeting place of the City Council. Each notice was also made available at least 24 hours (excluding
weekends and holidays)prior to the commencement of the meeting to any representative of the news media
who requested notice of the meeting. Copies of the ordinances considered by the City Council at each
meeting were available for public inspection at the office of the City Clerk prior to each meeting.
5. Loan. The City hereby acknowledges that the Lender is purchasing the Bonds as evidence
of a privately-negotiated loan. Therefore, the City will not take any affirmative action to cause the Bonds
to be (a) assigned a separate rating by any municipal securities rating agency, (b) registered with The
Depository Trust Company or any other securities depository, (c) issued pursuant to any type of offering
document or official statement or(d)assigned a CUSIP number by Standard&Poor's CUSIP Service.
6. Role of Lender. The City hereby acknowledges that the Lender and its representatives are
not registered municipal advisors and do not provide advice to municipal entities or obligated persons with
respect to municipal financial products or the issuance of municipal securities (including regarding the
structure,timing,terms and similar matters concerning municipal financial products or municipal securities
issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-
affiliated persons of municipal advisory services and/or investment advisory services. With respect to any
DATED: March 8,2022.
Signature Official Title
, City Manager
Dr. enne askin
/� City Clerk
Gayl- Conrad
(Seal)
1, Y.1''
r`�
-4-
EXCERPT OF MINUTES OF MEETING
The City Council of the City of Cape Girardeau, Missouri, met at 5:00 p.m. on February 22,2022,
in the City Council Chambers of City Hall, 44 North Lorimier in Cape Girardeau, Missouri, and the
following officials were present or absent as indicated:
Present/Absent
Bob Fox, Mayor a .04-
Dan Presson,Councilmember
Shelly Moore,Councilmember (,
Nate Thomas, Councilmember p/10,
Robbie Guard, Councilmember
Shannon Truxel,Councilmember r /
Stacy Kinder,Councilmember I____, _
Gayle L. Conrad,City Clerk 'nllf2t+
The Mayor declared that a quorum was present and called the meeting to order.
(Other Proceedings)
* * * * * * *
The matter of authorizing the issuance and delivery of$5,122,000 principal amount of Special
Obligation Bonds, Series 2022,came on for consideration and discussion.
Councilmember,, ,;O,t(L introduced Bill No, - j ,being for an ordinance entitled as follows:
AN ORDINANCE AUTHORIZING AND DIRECTING THE
ISSUANCE, SALE AND DELIVERY OF SPECIAL OBLIGATION
REFUNDING BONDS, SERIES 2022, OF THE CITY OF CAPE
GIRARDEAU, MISSOURI; AND APPROVING CERTAIN
DOCUMENTS AND AUTHORIZING CERTAIN OTHER
ACTIONS IN CONNECTION THEREWITH.
On motion duly made and seconded,the Bill was placed on its second and third readings and was
considered and discussed..�� Thereupon,thethmotion was put to a vote, and the vote thereon was as follows:
Aye: ,d(Cti ce, /`ht(19 t 1 W i, JI lS t ), dQLLjed .
Nay: x871.(
The Mayor declared the Bill duly passed, and the Bill was then duly numbered Ordinance
No.551() and was signed and approved by the Mayor and attested by the City Clerk.
(Other Proceedings)
* * * * * * *
[Remainder of Page Intentionally Left Blank]
-2-
There being no further business to come before the meeting at this time, upon motion duly made,
seconded and carried,the meeting was adjourned.
detivcot
( City(Jerk
I 1440 114,
tot
vot Air":
T . Z Vint
-3-
FEDERAL TAX CERTIFICATE
Dated March 8,2022
OF THE
CITY OF CAPE GIRARDEAU,MISSOURI
$5,122,000
Special Obligation Refunding Bonds
Series 2022
IN WITNESS WHEREOF, the undersigned City Manager and Finance Director, as Bond
Compliance Officer, by their execution of this Tax Certificate, hereby make the foregoing certifications,
representations, and agreements contained in this Tax Certificate on behalf of the City as of the Issue Date
of the Bonds.
CITY OF CAPE GIRARDEAU,MISSOURI
By:
Title: Mayor
. 40F
By:
Title: Finance Dire, or,as Bond Compliance Officer
S-1
Form 8038-G Information Return for Tax-Exempt Governmental Bonds
(Rev October 2021) ►Under Internal Revenue Code section 149(e)
►See separate instructions. OMB No.1545-0047
Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC.
Internal Revenue Service ►Go to www.irs.gov/F8038G for instructions and the latest information.
Part I Reporting Authority Check box if Amended Return► ❑
1 Issuer's name City of Cape Girardeau,Missouri 2 Issuer's employer identification number(EIN)
43-6000593
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
Mark D Grimm,Gilmore&Bell,P C.,Bond Counsel (314)436-1000
4 Number and street(or P.O box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
211 North Broadway 2000 13
NMI
6 City,town,or post office,state,and ZIP code 7 Date of issue
St.Louis,Missouri 63102 03/08/2022
8 Name of issue Special Obligation Refunding Bonds,Series 2022 9 CUSIP number
N/A
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other
Dustin Ziebold,Finance Director employee shown on 10a
(573)339-6752
Part II Type of Issue(Enter the issue price.) See the instructions and attach schedule.
11 Education 11
12 Health and hospital 12
13 Transportation 13
14 Public safety 14 5,122,000.00
15 Environment(including sewage bonds) 15
16 Housing 16
17 Utilities 17
18 Other. Describe► 18
19a If bonds are TANs or RANs,check only box 19a ► ❑
b If bonds are BANs, check only box 19b ► ❑
20 If bonds are in the form of a lease or installment sale,check box ► ❑
Part III Description of Bonds. Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield
price at maturity average maturity
21 06/01/2032 $5,122,000.00 $5,122,000.00 4.9723 years 1.9902 cyo
Part IV Uses of Proceeds of Bond Issue(including underwriters' discount)
22 Proceeds used for accrued interest 22 0.00
23 Issue price of entire issue(enter amount from line 21,column(b)) 23 5,122,000.00
24 Proceeds used for bond issuance costs(including underwriters'discount) 24 28,787.50
25 Proceeds used for credit enhancement 25 0.00
26 Proceeds allocated to reasonably required reserve or replacement fund 26 0.00
27 Proceeds used to refund prior tax-exempt bonds.Complete Part V . . 27 5,093,212.50
28 Proceeds used to refund prior taxable bonds.Complete Part V . . . 28 0.00
29 Total(add lines 24 through 28) 29 5,122,000.00
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 0.00
PartV Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► 6.3290 years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► N/A years
33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) . . ► 06/01/2022
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) 08/11/2015
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev 10-2021)
Form 8038-G(Rev 10-2021) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract 4'{,-
(GIC). See instructions 36a
b Enter the final maturity date of the GIC►(MM/DD/YYYY)
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans III
to other governmental units 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑ and enter the following information:
b Enter the date of the master pool bond►(MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond►
d Enter the name of the issuer of the master pool bond►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . ► 0
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑
41 a If the issuer has identified a hedge, check here► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge 0,-
d
d Term of hedge 0-
42
42 If the issuer has superintegrated the hedge,check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box ► 0
44 If the issuer has established written procedures to monitor the requirements of section 148,check box 11,-
45a
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement 10-
b
b Enter the date the official intent was adopted►(MM/DD/YYYY)
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
g process this return,to the pe on that I have authorized above.
and
Consent '� /` 03/08/2022 'Dr Kenneth Hoskin,City Manager
Signature i er' authorize representative Date Type or print name and title
Paid �
Print/Type ep is name Preparer's signature Date Check ❑ if PTIN
Mark D • m /�%fes-[: t3. V — 02/18/2022 self-employed P01082731
Preparer
Use Only Firm's name 0.Gilmore& Bell, P.0 Firm's EIN► 43-1611738
Firm's address►2405 Grand Boulevard. Suite 1100. Kansas City.MO 64108 Phone no. 816-221-1000
Form 8038-G(Rev 10-2021)
PAYING AGENT'S CLOSING CERTIFICATE
The undersigned, in connection with the issuance of $5,122,000 principal amount of Special
Obligation Bonds, Series 2022 (the "Bonds"), authorized by an ordinance of the City of Cape Girardeau,
Missouri (the`'City") passed on February 22, 2022 (the"Ordinance"), states and certifies as follows:
1. Acceptance. The undersigned hereby accepts the appointment as paying agent and the
duties and obligations imposed upon it by the Ordinance and agrees to act in the capacity of paying agent
thereunder.
2. Power and Authority. The undersigned has full power and authority to act as Paying
Agent as provided in the Ordinance.
3. Authentication of Bonds. Pursuant to and in accordance with the provisions of the
Ordinance, prior to the delivery of the Bonds, the Certificate of Authentication on the Bonds so delivered
was signed by the undersigned, as paying agent.
DATED: March 8, 2022.
CITY CLERK OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, as Paying Agent
By: R.( UI t CJ+
Gayle(L Conrad
LETTER OF ESCROW INSTRUCTIONS
March 8,2022
VIA E-MAIL
Mr. Brady Faust
UMB Bank,N.A.
2 South Broadway, Suite 600
St. Louis, Missouri 63102
Re: $9,625,000 City of Cape Girardeau, Missouri, Special Obligation Bonds, Series 2015A
Dear Brady:
UMB Bank, N.A. (the "Paying Agent") is hereby advised, in its capacity as paying agent with
respect to the above-referenced bonds (the "Series 2015A Bonds"), that the City Council of the City of
Cape Girardeau, Missouri (the "City"), has authorized the issuance of $5,122,000 Special Obligation
Refunding Bonds, Series 2022 (the "Series 2022 Bonds"), to provide funds, together with other legally
available funds of the City,to refund$55,000 principal amount of the Series 2015A Bonds maturing in 2022
and all of the Series 2015A Bonds maturing in 2023 and thereafter(the"Refunded Bonds") on June 1, 2022
(the"Redemption Date").
Upon the issuance of the Series 2022 Bonds,the Paying Agent will receive funds in the amount of
$5,788,667.50 (consisting of $5,093,212.50 of proceeds from the sale of the Series 2022 Bonds and
$695,455.00 of other legally available funds of the City) (the "Redemption Funds"), which will provide
sufficient funds to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds
on the Redemption Date.
The Paying Agent is instructed to hold the Redemption Funds uninvested.
The owners of the Refunded Bonds are hereby given an express lien on and security interest in the
Redemption Funds until used and applied in accordance with this Letter. The Redemption Funds are hereby
pledged and assigned and shall be applied solely for the payment of the principal of,redemption premium,
if any,and interest on the Refunded Bonds on the Redemption Date.
On the Redemption Date, the Paying Agent shall use the Redemption Funds to pay the principal
of, redemption premium, if any, and interest on the Refunded Bonds. The liability of the Paying Agent to
make the payments required by this paragraph shall be limited to the Redemption Funds.
Upon the payment in full of the principal of, redemption premium, if any, and interest on the
Refunded Bonds, all remaining Redemption Funds, if any,shall be transferred to the City and deposited in
the Debt Service Fund for the Series 2022 Bonds.
The Paying Agent shall not be liable for any loss resulting from any investment, sale,transfer or
other disposition made pursuant to this Letter in compliance with the provisions hereof. The Paying Agent
shall have no lien whatsoever on any of the Redemption Funds for the payment of fees and expenses for
services rendered by the Paying Agent under this Letter or otherwise.
Mr. Brady Faust
March 8,2022
Page 2
The Paying Agent shall not be liable for the accuracy of the calculations as to the sufficiency of the
Redemption Funds to pay the Refunded Bonds on the Redemption Date. So long as the Paying Agent
applies the Redemption Funds as provided herein, the Paying Agent shall not be liable for any deficiencies
in the amounts necessary to pay the Refunded Bonds caused by such calculations. Notwithstanding the
foregoing, the Paying Agent shall not be relieved of liability arising from and proximate to its failure to
comply fully with the terms of this Letter.
If the Paying Agent fails to account for any money received by it, said money shall be and remain
the property of the City in trust for the owners of the Refunded Bonds, and, if for any reason such money
is not applied as herein provided, the assets of the Paying Agent shall be impressed with a trust for the
amount thereof until the required application shall be made.
The Paying Agent shall not be entitled to any additional fee for performing any of the duties,terms
or provisions of this Letter as Paying Agent for the Refunded Bonds. Notwithstanding the preceding
sentence, the Paying Agent shall be entitled to reimbursement from the City of reasonable out-of-pocket,
legal or extraordinary expenses incurred in carrying out the duties,terms or provisions of this Letter. Claims
for such reimbursement may be made to the City, and in no event shall such reimbursement be made from
funds held by the Paying Agent pursuant to this Letter.
The Paying Agent and its successors, assigns, agents, directors, officers, employees and servants
shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the
execution and delivery of this Letter,the acceptance of the moneys deposited with the Paying Agent,or any
payment, transfer or other application of the moneys held by the Paying Agent in accordance with the
provisions of this Letter or by reason of any non-negligent act,omission or error of the Paying Agent made
in good faith in the conduct of its duties. The duties and obligations of the Paying Agent shall be determined
by the express provisions of this Letter. The Paying Agent may consult with counsel who may or may not
be counsel to the City, and in reliance upon the opinion of such counsel shall have full and complete
authorization and protection in respect of any action taken, suffered or omitted by it in good faith in
accordance therewith. Whenever the Paying Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking,suffering or omitting any action under this Letter,such matter may be
deemed to be conclusively established by a certificate signed by an authorized officer of the City.
Please acknowledge your receipt hereof by signing at the bottom of this Letter and e-mail a copy
of this Letter to the City's bond counsel, Mark D. Grimm (mgrimmOgilmorebell.com).
Please call Mr. Grimm at(314)436-1000 if you have any questions concerning these instructions.
Very truly yours,
CITY OF CAPE GIRARDEAU,MISSOURI
By:
Dr. it-th kin, City Manager
LETTER OF INSTRUCTIONS TO REDEEM BONDS
March 8, 2022
VIA E-MAIL
Mr. Brady Faust
UMB Bank,N.A.
2 South Broadway, Suite 600
St. Louis, Missouri 63102
Re: $9,625,000 City of Cape Girardeau. Missouri. Special Obligation Bonds, Series 2015A
Dear Brady:
As Paying Agent with respect to the above-referenced bonds (the "Series 2015A Bonds"),you are
hereby notified that the City Council of the City of Cape Girardeau, Missouri (the"City"), has determined
to redeem all of the Series 2015A Bonds maturing in 2023 and thereafter, outstanding in the aggregate
principal amount of$5,645,000 (the "Refunded Bonds"), on June 1, 2022 (the "Redemption Date") at a
redemption price equal to 100% of the principal amount thereof.
Pursuant to the provisions of the City's ordinance adopted on July 20, 2015 (the"Refunded Bond
Ordinance") authorizing the Series 2015A Bonds, you are hereby irrevocably instructed to redeem the
Refunded Bonds on the Redemption Date, at a redemption price equal to 100% of the principal amount
thereof.
You are further instructed to give notice of such redemption in accordance with the requirements
of the Refunded Bond Ordinance in substantially the form attached as Exhibit A, by first-class mail
addressed to the original purchaser of the Series 2015A Bonds and the registered owners of the Series
2015A Bonds, all in accordance with the requirements of the Refunded Bond Ordinance. You are further
authorized and instructed to take such other action as may be necessary in order to effect the redemption
and payment of the Refunded Bonds as described herein. The City agrees to pay all costs and expenses of
redeeming the Refunded Bonds pursuant to this letter.
Please acknowledge your receipt hereof by signing at the bottom of this letter and e-mail a copy of
this letter to the City's bond counsel, Mark D. Grimm (mgrimm@gilmorebell.com).
Please call Mr. Grimm at(314)436-1000 if you have any questions concerning these instructions.
Very truly yours,
CITY OF CAPE GIRARDEAU, MISSOURI
By:
Dr. :th H.WillrOr. Manager
V