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HomeMy WebLinkAboutOrd.190.10-31-1984 • . � , , � ORDINAivCE NO. 190 OF THE CITY OF CAPE GIRARDEAU, MISSOURI ADOPTED October 31 , 1984 $5 , 000 , 000 GENER.AL OBLIGATION PUBLIC BUILDING BONDS SERIES 1984 � ORDINANCE TABLE OF CONTENTS Paqe Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I DEFINITIONS S2ction 101 . Definitions of Words and Terms . . . . . . , . . . . . 2 ARTICLE II AUTHORIZATION OF BONDS Section 201 . Authorization of Bonds . . . . . . . . . . . . . . . . . . . . 2 Section 202 . Description of Bonds . . . . . . . . . . . . . . . . . . . . . . 2 Section 203 . Designation of Paying Agent and Bond Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 204 . Method and Place of Payment of Bonds . . . . . . 3 Section 205 . Registration, Transfer and Exchange of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 206 . Execution, Registration, Authentication and Delivery of Bonds . . . . . . . . . . . . . . . . 5 ARTICLE III REDEMPTION OF BONDS Secticn 3Q1 . Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . 6 Section 302 . Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . 6 Section 303 . Selection of Bonds to Be Redeemed . . . . . . . . . 6 Section 304 . Effect of Call for Redemption . . . . . . . . . . . . . 7 ARTICLE IV FORM OF BONDS Section 401 . Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE V APPLICATION OF BOND PROCEEDS Section 501 . Disposition of Bond Proceeds . . . . . . . . . . . . . . 13 ( i ? Section 502 . Withdrawals from Construction Fund . . . . . . . . 13 Section 503 . Surplus in Construction Fund . . . . . . . . . . . . . . 13 ARTICLE VI PAYMENT OF BONDS Section 601 . Security for Bonds . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 602 . Levy and Collection of Annual Tax . . . . . . . . . 14 Section 603 . Application of Moneys in Debt Service Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 604 . Surplus in Debt Service Fund . . . . . . . . . . . . . . 15 ARTICLE VII DEPOSIT AND INVESTMENT OF MONEYS Section 701 . Deposits of Moneys . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 702 . Investment of Moneys . . • . . . • • • • • • • � • • • • • • • • 15 Section 703 . Arbitrage Covenant . . . . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE VIII DEFAULT AND REMEDIES Section 801 . Remedies . . . . . . • • • • • • • • • • • • • • • • • � � � • • • • • • • • 16 Section 802 . Limitation on Rights of Bondholders . . . . . . . 16 Section 803 . Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE IX DEFEASANCE Section 901 . Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE X MISCELLANEOUS PROVISIONS Section 1001 . Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 1002 . Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 1003 . Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Passage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Signatures and Seal . . . . . . . . . . . . . . . . . . . . . . . 18 ( ii ) ' BILL N0. 84-102 ORDINANCE N0. 190 AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE AND DELIVERY OF $5, 000 , 000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION PUBLIC BUILDING BONDS , SERIES 1984 , OF THE CITY OF CAPE GIRARDEAU, MISSOURI , FOR THE PURPOSE OF PROVIDING FUNDS TO PAY PART OF THE COSTS OF ACQUIRING LAND AND CONSTRUCTING, FURNISHING AND EQUIPPING THEREON A UNIVERSITY/CITY MULTI-USE CENTER; PRESCRIBING THE FORM AND DETAILS OF SAID BONDS; AND PROVIDING FQR THE LEVY AI3D COLLECTION OF AN ANNTJAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THEY BECOME DUE . WHEREAS , the City of Cape Girardeau, Missouri (the "City" ) , is a constitutional charter city and municipal body politic and corporate and political subdivision of the State of Missouri , duly created, organized and existing under and by virtue of the Constitution and laws of the State of Missouri ; and WHEREAS, the City is authorized under the provisions of Article VI , Section 26 of the Constitution of Missouri , 1945 , as amended, and Section 95 . 115 et seq. of the Revised Statutes of Missouri , 1978 , as amended (the "Act" ) , to incur indebtedness and issue and sell general obligation bonds of the City to evidence such indebtedness for any purpose authorized by law upon obtaining the approval of at least two-thirds of the qualified electors of the City voting on the question to incur indebtedness for such purpose; and WHEREAS, pursuant to such authority, a special elec- tion was duly held in the City in the manner provided by law on Tuesday, April 5 , 1983 , on the question whether to issue the general obligation bonds of the City in the amount of $5 , 000 , 000 for the purpose of providing funds to pay part of the costs of acquiring land and constructing, furnishing and equipping thereon a University/City Multi-Use Center ; and WHEREAS , the votes cast at said election on said question were duly canvassed as provided by law, and it was found and declared that more than two-thirds of the qualified voters of the City voting at said election on said question voted in favor of the issuance of said bonds , the vote on said question having been 6, 398 votes for the issuance of said bonds and 2 ,389 votes against the issuance of said bonds ; and � WHEREAS, all of the bonds so authorized have been duly sold at competitive public sale and it is necessary at this time to authorize the issuance and delivery of said bonds for the purpose aforesaid; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI , AS FOLLOWS : ARTICLE I DEFINITIONS Section 101 . Definitions of Words and Terms . In addition to words and terms defined elsewhere in this Ordinance, the following words and terms as used in this Ordinance shall have the following meanings : "Bonds" means the General Obligation Public Building Bonds , Series 1984 , authorized and issued by the City pursuant to this Ordinance . "City" means the City of Cape Girardeau, Missouri , and any successors or assigns . "Construction Fund" means the Construction Fund referred to in Section 501 of this Ordinance . "Debt Service Fund" means the Debt Service Fund referred to in Section 501 of this Ordinance. "Ordinance" means this Ordinance passed by the City Council on October 31 , 1984 . "Paying Agent and Bond Registrar" means The Boatmen ' s National Bank of St . Louis , in the City of St . Louis , Missouri , and any successors or assigns . ARTICLE II AUTHORIZATION OF BONDS Section 201 , Authorization of Bonds . There shall be issued and hereby are authorized and directed to be issued the General Obligation Public Building Bonds , Series 1984 , of the City in th� principal amount of $5 , 000 , 000 tthe "Bonds" ) , for � the purpose of providing funds to pay part of the costs of acquiring land and constructing, furnishing and equipping thereon a University/City Multi-Use Center . Section 202 . Description of Bonds . The Bonds shall consist of fully registered Bonds without coupons , numbered from R-1 consecutively upward in order of issuance, in the -2- denomination of $5 , 000 or any integral multiple thereof . The Bonds shall be substantially in the form set forth in Section 401 hereof , and shall be subject to registration, transfer and exchange as provided in Section 205 hereof . All of the Bonds shall be dated November 1 , 1984 , shall become due serially on November 1 in the years , subject to redemption prior to maturity as provided in Article III hereof , and shall bear interest at the rates per annum as follows : MATURITY PRINCIPAL ANNfJAL RATE November 1 AMOUNT OF INTEREST 1985 $105 , 000 12 . 00o 1986 115 , 000 12 . 00o 1987 120 , 000 12 . 00% 1988 130 , 000 12 . 00% lggg 140 , 000 12 . 00o 1990 150 , 000 12 . 00o 1991 160 , 000 12 . 00% 1992 175 , 000 12 . 00% 1993 190 , 000 9 . 25% 1994 205 , 000 9 . 00o 1995 225 , 000 9 . 200 1996 245 , 000 9 . 40% 1997 265 , 000 9 . 60% 1998 290 , 000 9 . 800 1999 320 , 000 10 . 000 2000 350 , 000 10 . 000 2001 385 , 000 10 . 10% 2002 430 , 000 10 . 20% 2003 475 , 000 10 . 25% 2004 525 , 000 10 . 25% The Bonds shall bear interest ear hofr twelvef�305day (computed on the basis of a 360-day y months) from the date thereof or from the most recent iroViaea payment date to which interest has been paid or duly p for , payable semiannually on May 1 and November 1 in each year , beginning on May 1 , 1985 . Section 203 . Desiqnation of Payinq Agent and Bond Reqistrar . The Boatmen' s National Bank of St . Louis , in the City of St . Louis , Missouri , 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 (the "Paying Agent and Bond Registrar" ) . Section 2nd interesa on a he1Bondsfsh 11 be payabledln The principal of a lawful money of the United States of America. The principal of each Bond shall be paid at maturity or upon earlier red�mP he matur ty oPeredemption d te thereofh Bond is reqistered -3- upon presentation and surrender of such Bond at the principal office of the Paying Agent and Bond Registrar . The interest payable on each Bond on any interest payment date shall be paid by check or draft mailed by the Paying Agent and Bond Registrar to the person in whose name such Bond is registered at the close of business on the Record Date for such interest , which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such interest payment date . The Paying Agent and Bond Registrar shall keep in its office a record of payment of principal of , redemption premium, if any, and interest on all Bonds . Section 205 . Reqistration, Transfer and Exchanqe of Bonds . The City covenants that it will , as long as any of the Bonds herein authorized remain outstanding, cause to be kept at the office of the Paying Agent and Bond Registrar books 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 registration books kept by the Paying Agent and Bond Registrar . Each Bond shall be transferable only upon the registra- tion books maintained by the Paying Agent and Bo�d Registrar by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof at the principal office of the Paying Agent and Bond Registrar together with a written instrument of transfer satisfactory to the Paying Agent and Bond Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such Bond and the payment of any fee, tax, or governmental charge, the Paying Agent and Bond Registrar shall issue in the name of the transferee a new registered Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond, registered in the name of the transferee, in any denomination herein authorized. Bonds , upon surrender thereof at the principal office of the Paying Agent and Bond Registrar with a written instrument of transfer satisfactory to the Paying Agent and Bond Registrar duly executed by the registered owner or his duly authorized attorney, may, at the option of the registered owner the��of , and upon payment of any fee, tax or governmental charge required to be� paid, be exchanged for an equal aggregate principal amount of Bonds of the same maturity, in any denomination herein authorized. The City and the Paying Agent and Bond Registrar may deem and treat the person in whose name any Bond shall be registered as the absolute owner of such Bond, whether such -4- Bond shall be overdue or not , for the purpose of receiving payment of , or on account of , the principal of , redemption premium, if any, and interest on said Bond and for all other purposes , and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent and Bond Registrar shall be affected by any notice to the contrary, but such registration may be changed as herein provided. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying Agent and Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance . For every such transfer or exchange of Bonds , the Paying Agent and Bond Registrar may make a charge to the bondholder sufficient to reimburse it for any tax or other governmental charqe required to be paid with respect to such exchange or transfer . The fees and charges of the Paying Agent and Bond Registrar for making any transfer or exchange provided for by this Ordinance and the expense of any bond printing necessary to effect the subsequent transfer or exchange of any Bond shall be paid by the City. Section 206 . Execution, Reqistration, Authentication and Delivery of Bonds . 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 Mayor and attested by the manual or facsimile signature of the City Clerk, and shall have the official seal of the City affixed or imprinted thereon. In case any officer whose signature or facsimile thereof appears on any Bonds shall cease to be such officer before the delivery of such Bonds , such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes , the same as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers . The Mayor and City Clerk are hereby authorized and directed to prepare and execute the Bonds in the manner hereinbefore specified, and to cause the Bonds to be registered in the office of the State Auditor of Missouri as provided by law, and, when duly executed and registered, to deliver the Bonds to the Paying Agent and Bond Registrar for authentication. Upon authentication, the Paying Agent and Bond Registrar shall deliver the Bonds to Merrill Lynch Capital Markets & Associates , Kansas City, Missouri , the original purchaser of the Bonds , upon payment of the purchase price, which purchase price shall be not less than 1000 of the principal amount of the Bonds plus accrued interest thereon to the date of their delivery. The Bonds shall have endorsed thereon a certificate of authentication substantially in the form set forth in Section 401 hereof , which shall be manually executed by the Paying Agent and Bond Registrar . No Bond shall be entitled to any security or benefit under this Ordinance or shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee . Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance . The certificate of authentication on any Bond shall be deemed to have been duly executed if signed by any authorized officer or employee of the Paying Agent and Bond Registrar , but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time . ARTICLE III REDEMPTION OF BONDS Section 301 . Optional Redemption. At the option of the City, Bonds , or portions thereof , maturing on November 1 , 1995 , and thereafter may be called for redemption and payment prior to maturity as a whole or in part in inverse order of maturity (Bonds of less than a single maturity to be selected by lot in multiples of $5 , 000 principal amount by the Paying Agent and Bond Registrar in such equitable manner as it shall designate) on November 1 , 1994 , or on any interest payment date thereafter at a redemption price equal to 102a of the principal amount thereof , plus accrued interest thereon to the redemption date . Section 302 . Notice of Redemption . If the City shall elect to call any Bonds for redemption and payment prior to the maturity thereof pursuant to Section 301 hereof , the City, or the Paying Agent and Bond Registrar acting on behalf of the City, shall give written notice of such redemption by United States registered mail addressed to the State Auditor of Missouri , to the original purchaser of the Bonds , and to the registered owner of each Bond, said notice to be mailed not less than 30 days prior to the redemption date . Such notice shall specify the redemption date and shall describe the Bonds or portions thereof to be redeemed by number , amount and maturity. Section 303 . Selection of Bonds to Be Redeemed. ( a) Bonds shall be redeemed only in the principal amount of $5 , 000 or any integral multiple thereof . When less than all of the outstanding Bonds of any series are to be redeemed and paid prior to maturity, such Bonds shall be redeemed in inverse order of maturity, Bonds of less than a -F- full maturity to be selected by the Paying Agent and Bond Registrar by lot in $5 , 000 units of face value in such equitable manner as the Paying Agent and Bond Registrar may determine . (b) In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than $5 , 000 are then Outstanding, then for all purposes in connection with such redemption each $5 , 000 of face value shall be treated as though it were a separate Bond of the denomination of $5 , 000 . If it is determined that one or more, but not all , of the $5 , 000 units of face value represented by any fully registered Bond is selected for redemption, then upon notice of intention to redeem such $5 , 000 unit or units , the owner of such fully registered Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Paying Agent and Bond Registrar ( 1 ) for payment of the redemption price ( including the redemption premium, if any, and interest to the date fixed for redemption) of the $5 , 000 unit or units of face value called for redemption, and (2) for exchange, without charge to the owner thereof , for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such fully registered Bond. If the owner of any such fully registered Bond of a denomination greater than $5 , 000 shall fail to present such Bond to the Paying Agent and Bond Registrar for payment and exchange as aforesaid, such Bond shall , nevertheless , become due and payable on the redemption date to the extent of the $5 , 000 unit or units of face value called for redemption ( and to that extent only) . Section 304 . Effect of Call for Redemption. If any Bond is called for redemption and payment as aforesaid, all interest on such Bond shall cease from and after the redemption date, provided funds are available for its payment at the price hereinbefore specified. ARTICLE IV FORM OF BONDS Section 401 . Form of Bonds . Each of the Bonds , as originally issued or issued upon transfer , exchange or substitution, shall be in substantially the following form: -7- (FORM OF FULLY REGISTERED BOND) UNITED STATES OF AMERICA STATE OF MISSOURI Registered Registered No . R-_ � CITY OF CAPE GIRARDEAU, MISSOURI GENERAL OBLIGATION PUBLIC BUILDING BOND SERIES 1984 CUSIP Interest Rate Maturity Date Dated Date Number o November l , November 1 , 1984 � REGISTERED OWNER: PRINCIPAL AMOUNT : DOLLRRS The CITY OF CAPE GIR.ARDEAU, MISSOURI , in the County of Cape Girardeau, a constitutional charter city and municipal body politic and corporate 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, 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 months) from the Dated Date shown above or from the most recent interest payment date to which interest has been paid or duly provided for , payable semiannually on May 1 and November 1 in each year , beginning on May 1 , 1985 . The principal of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof , upon presentation and surrender of this Bond at the principal office of The Boatmen' s National Bank of St . Louis , in the City of St . Louis , Missouri (the "Paying Agent and Bond Registrar" ) . The interest payable on this Bond on any interest payment date shall be paid by check or draft mailed by the Paying Agent and Bond Registrar to the person in whose name this Bond is regis- tered on the registration books maintained by the Paying Agent and Bond Registrar at the close of business on the Record Date for such interest , which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such interest payment date . The principal of and interest on this Bond shall be payable in lawful money of the United States of America . -8- THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. ---------------------------------------------------------------- (FORM OF REVERSE SIDE OF BOND) ADDITIONAL PROVISIONS This Bond is one of an authorized series of bonds of the City designated "General Obligation Public Building Bonds , Series 1984" , aggregating the principal amount of $5 , 000 , 000 (the "Bonds" ) , issued by the City for the purpose of providing funds to pay part of the costs of acquiring land and constructing, furnishing and equipping thereon a University/City Multi-Use Center , under the authority of and in full compliance with the Constitution and laws of the State of Missouri , and pursuant to an election duly held in the City and an ordinance duly passed (the "Ordinance" ) and proceedings duly and legally had by the governing body of the City. The Bonds , or portions thereof , of the series of which this Bond is a part maturing on November 1 , 1995 , and thereafter may be redeemed and paid prior to maturity, at the option of the City, as a whole or in part in inverse order of maturity (Bonds of less than a single maturity to be selected by lot in multiples of $5 , 000 principal amount in such equitable manner as the Paying Agent and Bond Registrar shall designate) on November 1 , 1994 , or on any interest payment date thereafter , at a redemption price equal to 102% of the principal amount thereof , plus accrued interest thereon to the redemption date . The City, or the Paying Agent and Bond Registrar acting on behalf of the City, will give written notice of any such redemption by United States registered mail addressed to the State Auditor of Missouri , to the original purchaser of the Bonds , and to the registered owner of each Bond, said notice to be mailed not less than 30 days prior to the redemption date. All Bonds so called for redemption and payment as aforesaid shall cease to bear interest from and after the redemption date, provided funds are available for the payment of such Bonds at the price hereinbefore specified. The Bonds constitute general obligations of the City payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal , within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. -9- This Bond is transferable, as provided in the Ordi- nance, only upon the registration books kept for that purpose at the above-mentioned office of the Bond Registrar by the registered owner hereof in person or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Paying Agent and Bond Registrar duly executed by the registered owner or his duly authorized attorney, and thereupon a new Bond or Bonds 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 and Bond Registrar may deem and treat the person in whose name this Bond is registered 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 . The Bonds are issuable in the form of fully registered Bonds without coupons in the denominations of $5 , 000 or any integral multiple thereof . Subject to the conditions and upon the payment of the charges provided in the Ordinance, the owner of this Bond may surrender the same (together with a written instrument of transfer satisfactory to the Paying Agent and Bond Registrar duly executed by the registered owner or his duly authorized attorney) , in exchange for an equal aggregate principal amount of Bonds of the same maturity in any denomination authorized by the Ordinance . The proceedings relating to the issuance of the Bonds have been presented to the State Auditor of Missouri who has examined the same and has issued a certificate that such proceedings comply with the laws of the State of Missouri and that the conditions of the contract under which the Bonds were ordered to be issued have been complied with, and such proceedings have been filed with the State Auditor . ---------------------------------------------------------------- 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 shall have been executed by the Paying Agent and Bond Registrar . 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 ; that a direct annual tax upon all taxable tangible property situated in the City has been levied for the purpose of paying the principal of and interest on the Bonds when due; and that the total indebtedness of the City, including this Bond and the series of which it is one, does not exceed any constitutional or statutory limitation. -10- IN WITNESS WHEREOF, the CITY OF CAPE GIRARDEAU, MISSOURI , has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, and its official seal to be affixed or imprinted hereon, and this Bond to be dated the Dated Date shown above . Registration Date : CITY OF CAPE GIRARDEAU, MISSOURI CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds By of the issue described in the Mayor within-mentioned Ordinance . THE BOATMEN' S NATIONAL BANK OF (Seal ) ST . LOUIS Paying Agent and Bond Registrar ATTEST : By Authorized Officer City Clerk -11- ---------------------------------------------------------------- ---------------------------------------------------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells , assigns and transfers unto Print or Type Name, Rddress and Social Security Number of Transferee the within Bond and all rights thereunder , and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept by the Paying Agent and Bond Registrar 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 Regis- tered Owner as it appears upon the face of the within Bond in eve.ry particular . Signature Guaranteed By: (Name of Bank) By Title . -12- ARTICLE V APPLICATION OF BOND PROCEEDS Section 501 . Disposition of Bond Proceeds . All accrued interest and redemption premium, if any, received from the sale of the Bonds shall be deposited in the debt service fund (the "Debt Service Fund" ) , established in the City treasury and held by the City Treasurer for the retirement of general obligation bonds of the City. The remaining balance of the proceeds derived from the sale of the Bonds shall be deposited in a separate construction fund (the "Construction Fund" ) , to be established in the City treasury and held by the City Treasurer and shall be used by the City solely for the purpose of paying the costs of providing funds to pay part of the costs of acquiring land and constructing, furnishing and equipping thereon a University/City Multi-Use Center for which the Bonds have been voted and authorized, as hereinbefore provided, in accordance with the plans and specifications therefor to be prepared by the City' s architects , approved by the City Council of the City and filed in the office of the City Clerk, including any alterations in or amendments to said plans and specifications deemed advisable by the City' s architects and approved by the City Council of the City. Section 502 . Withdrawals from Construction Fund . The City Treasurer shall make withdrawals from the Construction Fund solely for the purpose of providing funds to pay part of the costs of acquiring land and constructing, furnishing and equipping thereon a University/City Multi-Use Center , as hereinbefore provided. Such withdrawals shall be made only upon duly authorized and executed order of the City Council therefor accompanied by a certificate executed by the City' s architects that such payment is being made for a purpose within the scope of this Ordinance and that the amount of such payment represents only the contract price of the property, equipment , labor , materials or service being paid for or , if such payment is not being made pursuant to an express contract , that such payment is not in excess of the reasonable value thereof . Nothing hereinbefore contained shall prevent the payment out of the Construction Fund of all costs and expenses incident to the issuance of the Bonds without a certificate from the City' s architects . Section 503 . Surplus in Construction Fund. Upon completion of providing funds to pay part of the costs of acquiring land and constructing, furnishing and equipping thereon a University/City Multi-Use Center as hereinbefore provided, as certified to the City Council by the City' s architects , any surplus remaining in the Construction Fund shall be transferred and deposited in the Debt Service Fund. -13- ARTICLE VI PAYMENT OF BONDS Section 601 . Security for Bonds . The Bonds shall be general obligations of the City payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal , within the territorial limits of the City. The full faith, credit and resources of the City are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Section 602 . Levy and Collection of Annual Tax . For the purpose of providing for the payment of the principal of and interest on the Bonds as the same become due, there is hereby levied upon all of the taxable tangible property within the City a direct annual tax sufficient to produce the following amounts for use in the following years ; PRINCIPAL INTEREST YEAR November 1 May 1 November 1 TOTAL 1985 $105 , 000 $258 , 630 . 00 $258 , 630 . 00 $622 , 260 . 00 1986 115 , 000 252 , 330 . 00 252 ,330 . 00 619 , 660 . 00 1987 120 , 000 245 , 430 . 00 245 , 430 . 00 610 , 860 . 00 1988 130 , 000 238 ,230 . 00 238 , 230 . 00 606, 460 . 00 1989 140 , 000 230 , 430 . 00 230 , 430 . 00 600 , 860 . 00 1990 150 , 000 222 , 030 . 00 222 , 030 . 00 594 , 060 . 00 1991 160 , 000 213 , 030 . 00 213 , 030 . 00 586 , 060 . 00 1992 175 , 000 203 , 430 . 00 203 , 430 . 00 581 , 860 . 00 1993 190 , 000 192 , 930 . 00 192 , 930 . 00 575 , 860 . 00 1994 205 , 000 184 , 142 . 50 184 , 142 . 50 573 , 285 . 00 1995 225 , 000 174 , 917 . 50 174 , 917 . 50 574 , 835 . 00 1996 245 , 000 164 , 567 . 50 164 , 567 . 50 574 , 135 . 00 1997 265 , 000 153 , 052 . 50 153 , 052 . 50 571 , 105 . 00 1998 290 , 000 140 ,332 . 50 140 , 332 . 50 570 , 665 . 00 1999 320 , 000 126, 122 . 50 126 , 122 . 50 572,245 . 00 2000 350 , 000 110 , 122 . 50 110 , 122 . 50 570 , 245 . 00 2001 385 , 000 92 , 622 . 50 92 , 622 . 50 570 ,245 . 00 2002 430 , 000 73 , 180 . 00 73 , 180 . 00 576 ,360 . 00 2003 475 , 000 51 , 250 . 00 51 , 250 . 00 577 , 500 . 00 2004 525 , 000 26 , 906 . 25 26 , 906 . 25 578 , 812 . 50 The taxes referred to above shall be extended upon the tax rolls in each of the several years , respectively, and shall be levied and collected at the same time and in the same manner � as the other taxes of the City are levied and collected. The proceeds derived from said taxes shall be deposited in the Debt Service Fund, shall be kept separate and apart from all other funds of the City and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same shall become due and the fees and expenses of the Paying Agent and Bond Registrar . -14- If at any time said taxes are not collected in time to pay the principal of or interest on the Bonds when due, the City Treasurer is hereby authorized and directed to pay said principal or interest out of the general funds of the City and to reimburse said general funds for money so expended when said taxes are collected . Section 603 . Application of Moneys in Debt Service Fund. 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 of and interest on the Bonds as and when the same become due and the usual and customary fees and expenses of the Paying Agent and Bond Registrar . The City Treasurer is authorized and directed to withdraw from the Debt Service Fund and forward to the Paying Agent and Bond Registrar sums sufficient to pay both principal of and interest on the Bonds as and when the same become due, and also to pay fees and expenses of the Paying Agent and Bond Registrar . If , through the lapse of time, or otherwise, the holders of Bonds shall no longer be entitled to enforce payment of their obligations , it shall be the duty of the Paying Agent and Bond Registrar forthwith to return said funds to the City. All moneys deposited with the Paying Agent and Bond Registrar shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance . Section 604 . Surplus in Debt Service Fund . Any moneys or investments remaining in the Debt Service Fund after the retirement of the indebtedness for which the Bonds were issued and all other indebtedness of the City shall be transferred and paid into the general revenue fund of the City. ARTICLE VII DEPOSIT AND INVESTMENT OF MONEYS Section 701 . Deposits of Moneys . Cash moneys in each of the funds and accounts created by and referred to in this Ordinance shall be deposited in a bank or banks located in the State of Missouri which are members of the Federal Deposit Insurance Corporation, and all such bank deposits shall be continuously and adequately secured by the banks holding such deposits as provided by the laws of the State of Missouri . All moneys held in the funds and accounts 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. Section 702 . Investment of Moneys . Moneys held in any fund or account referred to in this Ordinance may be invested by the City Treasurer at the direction of the City Council in direct obligations of , or obligations the principal of and interest on which are unconditionally guaranteed by, the -1�- United States of America, or in such other obligations as may be permitted by law; provided, however , that no such investment shall be made for a period extending longer than to the date when the moneys invested may be needed for the purpose for which such fund or account was created. All interest on any investments held in any fund or account shall accrue to and become a part of such fund or account . Section 703 . Arbitraqe Covenant . The City covenants and agrees that it will use the proceeds of the Bonds as soon as practicable and with all reasonable dispatch for the purpose for which the Bonds are issued as hereinbefore set forth, and that no part of the proceeds of the Bonds shall be invested in any securities or obligations except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Bonds , would have caused any of the Bonds to be or become "Arbitrage Bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954 , as amended, and the regulations of the Treasury Department thereunder . ARTICLE VIII DEFAULT AND REMEDIES Section 801 . Remedies . The provisions . of this Ordi- nance, including the covenants and agreements herein contained, shall constitute a contract between the City and the holders of the Bonds . The holder or holders of any of the Bonds at the time outstanding shall have the right , for the equal benefit and protection of all holders of Bonds similarly situated: (a) By mandamus or other suit , action or proceedings at law or in equity to enforce his or their rights against the City and its officers , aqents and employees , and to require and compel duties and obligations required by the provisions of this Ordinarice or by the Constitution and laws of the State of Missouri ; (b) By suit , action or other proceedings in equity or at law to require the City, its officers , agents and employees to account as if they were the trustees of an express trust ; and (c) By suit, action or other proceedings in equity or at law to_ enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the Bonds . � Section 802 . Limitation on Riqhts of Bondholders . No one or more bondholders secured hereby shall have any right in any manner whatever by his or their action to affect , disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder , except in the manner herein -16- provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all holders of such outstanding Bonds . Section 803 . Remedies Cumulative. No remedy conferred herein upon the bondholders 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 holder of any Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies thereon. No delay or omission of any bondholder 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 holders of the Bonds by this Ordinance may - be enforced and exercised from time to time and as often as may be deemed expedient . In case any suit , action or proceedings taken by any bondholder on account of any default or to enforce any right or exercise any remedy shall have been discontinued or abandoned for any reason, or shall have been determined adversely to such bondholder , then, and in every such case, the City and the holders of the Bonds shall be restored to their former positions and rights hereunder , respectively, and all rights , remedies , powers and duties of the bondholders shall continue as if no such suit , action or other proceedings had been brought or taken. ARTICLE IX DEFEASANCE Section 901 . Defeasance . When all of the Bonds shall have been paid and discharged, then the requirements contained in this Ordinance and the pledge of the City' s faith and credit made hereunder and all other rights granted hereby shall terminate . Bonds shall be deemed to have been paid and discharged within the meaning of this Ordinance if there shall have been deposited with the Paying Agent and Bond Registrar , or other bank located in the State of Missouri and having full trust powers , at or prior to the maturity or redemption date of said Bonds , in trust for and irrevocably appropriated thereto , moneys and/or direct obligations of , or obligations the principal_ of and interest on which are guaranteed by, the United States of America which, together with the interest to � be earned on any such obligations , will be sufficient for the payment of the principal of said Bonds and interest accrued to the date of maturity or redemption, as the case may be, or if default in such payment shall have occurred on such date, then to the date of the tender of such payments; provided always that if any such Bonds shall be redeemed prior to the maturity -17- thereof , the City shall have elected to redeem such Bonds and notice of such redemption shall have been given. Any moneys and obligations which at any time shall be deposited with the Paying Agent and Bond Registrar or other bank by or on behalf of the City, for the purpose of paying and discharging any of the Bonds , shall be and are hereby assigned, transferred and set over to the Paying Agent and Bond Registrar or other bank in trust for the respective holders of the Bonds , and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof . Al1 moneys deposited with the Paying Agent and Bond Registrar or other bank shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance . ARTICLE X MISCELLANEOUS PROVISIONS Section 1001 . Severability. If any section or other part of this Ordinance, whether large or small , shall for any reason be held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Ordinance . Section 1002 . Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri . Section 1003 . Effective Date. This Ordinance shall take effect and be in full force ten ( 10 ) days after its passage by the City Council . PASSED by the City Council of the City of Cape Girardeau, Missouri , this 31st day of October , 1984 . / / ✓ � `-.�%�'�-�_ [SEAL� Mayor ATTEST: -� � _�� � , - ��.���.�t�. --��- L t��'�-� City C erk -18-