HomeMy WebLinkAboutORD.1122.12-16-1991 ..x,
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BILL N0. 91-255
ORDINANCE NO. IIZ Z
OF THE
CITY OF CAPE GIRARDEAU, MISSOURI
ADOPTED DECEMBER I(a , 19 91
AUTHORIZING :
$2 , 500, 000
SEWERAGE SYSTEM REVENUE BONDS
(STATE REVOLVING FUND PROGRAM) SERIES 1991
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ORDINANCE NO. � �22 OF THE CITY OF CAPE GIRARDEAU, MISSOURI
INDEX
PAGE
Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
DEFINITIONS
Section 101 . Definitions of Words and Terms . . . . . . . . . . . . 3
ARTICLE II
AUTHORIZATION OF BONDS
Section 201 . Authorization of Bonds . . . . . . . . . . . . . . . . . . . . 7
Section 202 . Security for Bonds . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 203 . Description of Bonds . . . . . . . . . . . . . . . . . . . . . . 7
Section 204 . Designation of Paying Agent . . . . . . . . . . . . . . . 7
Section 205 . Method and Place of Payment of Bonds . . . . . . 8
Section 206 . Registration, Transfer and Exchange of
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 207 . Execution, Authentication and Delivery of
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 208 . Mutilated, Destroyed, Lost and Stolen Bonds 10
Section 209 . Cancellation and Destruction of Bonds Upon
Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 210 . Sale of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 211 . Official Statement . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 212 . Administrative Fee and Trustee ' s Fee;
Revolving Fund Loan . . . . . . . . . . . . . . . . . . . . 11
ARTICLE III
REDEMPTION OF BONDS
Section 301 . Mandatory Redemption . . . . . . . . . . . . . . . . . . . . . . 13
Section 302 . Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . 13
Section 303 . Selection of Bonds to Be Redeemed . . . . . . . . . 13
Section 304 . Notice and Effect of Call for Redemption . . 14
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ARTICLE IV
FORM OF BONDS
Section 401 . Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE V
RATIFICATION AND CREATION OF FUNDS AND ACCOUNTS
Section 501 . Ratification and Creation
of Funds and Accounts . . . . . . . . . . . . . . . . . . 22
Section 502 . Administration of Funds and Accounts . . . . . . 22
ARTICLE VI
APPLICATION OF BOND PROCEEDS
Section 601 . Disposition of Bond Proceeds . . . . . . . . . . . . . . 23
Section 602 . Assignment and Application of Moneys in the
Construction Account . . . . . . . . . . . . . . . . . . . 23
ARTICLE VII
APPLICATION OF REVENUES
Section 701 . Revenue Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 702 . Application of Moneys in Funds
and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 703 . Deficiency of Payments into Funds
and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 704 . Transfer of Funds to Paying Agent . . . . . . . . . 28
ARTICLE VIII
DEPOSIT AND INVESTMENT OF MONEYS
Section 801 . Investment of Moneys . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE IX
PARTICULAR COVENANTS OF THE CITY
Section 901 . Efficient and Economical Operation . . . . . . . . 30
Section 902 . Rate Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 903 . Reasonable Charges for all Services . . . . . . . 30
Section 904 . Annual Budget . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 905 . Annual Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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Section 906 . Performance of Duties . . . . . . . . . . . . . . . . . . . . . 31
Section 907 . Tax Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE X
ADDITIONAL BONDS
Section 1001 . Prior Lien Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 1002 . Parity Lien Bonds or Obligations . . . . . . . . . . 33
Section 1003 . Junior Lien Bonds . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 1004 . Refunding Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE XI
DEFAULT AND REMEDIES
Section 1101 . Acceleration of Maturity in Event of
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 1102 . Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 1103 . Limitation on Rights of Bondowners . . . . . . . . 37
Section 1104 . Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . 37
Section 1105 . No Obligation to Levy Taxes . . . . . . . . . . . . . . . 38
ARTICLE XII
DEFEASANCE
Section 1201 . Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ART�CLE XIII
AMENDMENTS
Section 1301 . Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401 . Further Authority . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 1402 . Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 1403 . Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 1404 . Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Passage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Schedule I
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B I LL NO. 91�2�� ORD I NANCE NO. I l 2Z
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
$2 , 500 , 000 PRINCIPAL AMOUNT OF SEWERAGE
SYSTEM REVENUE BONDS (STATE REVOLVING FUND
PROGRAM) SERIES 1991, OF THE CITY OF CAPE
GIRARDEAU, MISSOURI , FOR THE PURPOSE OF
EXTENDING, IMPROVING AND ENLARGING THE
CITY' S SANITARY SEWERAGE SYSTEM; PRESCRIBING
THE FORM AND DETAILS OF SAID BONDS AND THE
COVENANTS AND AGREEMENTS MADE BY THE CITY TO
FACILITATE AND PROTECT THE PAYMENT THEREOF;
PROVIDING FOR THE COLLECTION, SEGREGATION
AND APPLICATION OF THE REVENUES OF THE
SEWERAGE SYSTEM OF THE CITY FOR THE PURPOSE
OF PAYING THE COST OF OPERATION AND
MAINTENANCE OF SAID SYSTEM, PAYING THE
PRINCIPAL OF AND INTEREST ON SAID BONDS, AND
PROVIDING REASONABLE AND ADEQUATE RESERVE
FUNDS; AUTHORIZING A NON-INTEREST BEARING
LOAN FROM THE WASTEWATER LOAN FUND OF THE
STATE OF MISSOURI AND PRESCRIBING OTHER
MATTERS RELATING THERETO.
WHEREAS, the City of Cape Girardeau, Missouri (the "City" ) ,
is a municipal corporation and constitutional charter city
operating under a home rule form of government , organized and
existing under the Constitution and laws of the State of
Missouri , and now owns and operates a revenue producing
sewerage system serving the City and its inhabitants (the
"System" as hereinafter more fully defined) ; and
WHEREAS, the City desires to make extensions and
improvements to the System; and
WHEREAS, in order to provide for the most cost effective
financing of such extensions and improvements the City desires
to participate in the Missouri Leveraged State Water Pollution
Control Revolving Fund Program (the "SRF Program" ) of the
Department of Natural Resources ( "DNR" ) and the State
Environmental Improvement and Energy Resources Authority (the
"Authority" ) ; and
WHEREAS, the City is authorized under the provisions of
Chapter 250 of the Revised Statutes of Missouri (the "Act" ) , to
issue and sell revenue bonds for the purpose of paying all or
part of the cost of extending and improving the System,
provided that the cost of operation and maintenance thereof and
the principal of and interest on such revenue bonds shall be
payable solely from the revenues derived by the City from the
operation of the System; and
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WHEREAS, pursuant to the authority of the Act , an election
was duly held in the City on November 6, 1990 , for the purpose
of submitting to the qualified electors of the City the
following question:
QUESTION
Shall the City of Cape Girardeau,
Missouri , issue its Sewerage System revenue
bonds in an amount up to $2 , 500, 000 . 00 for
the purpose of providing funds for
extending, improving and enlarging the
sanitary sewerage system of the City; the
cost of operation and maintenance of said
system and the principal of and interest on
said revenue bonds to be payable solely from
the revenues derived by the City from the
operation of its sewerage system including
all future extensions and improvements
thereto?
and it was found and determined that more than a majority of
the qualified electors of the City voting on the question had
voted in favor of the issuance of said revenue bonds for the
purpose aforesaid, the vote on said question having been 5, 705
votes for said question to 2 , 980 against said question; and
WHEREAS, the City Council of the City has caused plans and
specifications for said extensions and improvements and an
estimate of the cost thereof to be made by the City ' s
Consulting Engineer and the same are hereby accepted and
approved and are on file in the office of the City Clerk, the
amount of said estimated cost being not less than $2 , 894 , 118 ;
and
WHEREAS, none of the bonds so authorized have heretofore
been issued and the City hereby finds and determines that , in
order to provide funds for said purpose, it is necessary and
advisable and in the best interest of the City and of its
inhabitants to issue $2 , 500, 000 of the bonds so authorized, and
to provide the remainder of said estimated costs which may be
required from subsequent issues of bonds or funds of the City
otherwise available; and
WHEREAS, the City has issued its Sewerage System Revenue
Bonds , Series 1986, dated March l, 1986, in the original
principal amount of $1 , 400 , 000 , of which $1 , 255 , 000 remains
outstanding as of the date of approval of this Ordinance (the
"Series 1986 Bonds" ) , authorized by Ordinance No . 304 passed
and approved on March 5 , 1986 (the "Series 1986 Ordinance" ) ,
for the purpose of extending and improving the System; and
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WHEREAS, the City does not have outstanding any other bonds
or other obligations payable from the Net Revenues save and
except the Series 1986 Bonds; and
WHEREAS, under the provisions of the Series 1986 Ordinance,
the City may issue additional bonds payable out of the Net
Revenues which are on a parity with the Series 1986 Bonds only
if certain conditions are met , and it is hereby found and
determined that it is necessary and advisable and in the best
interest of the City and of its inhabitants that sewerage
system revenue bonds be issued and secured in the form and
manner as hereinafter provided to provide funds for such
purpose( s) and be sold to the Authority under the SRF Program,
subject to the conditions of the Series 1986 Ordinance .
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 . Words and
terms not otherwise defined herein shall have the meanings as
set forth in the hereinafter described Indenture and Purchase
Agreement . In addition to the foregoing and words and terms
defined elsewhere in this Ordinance, the following capitalized
words and terms as used in this Ordinance shall have the
following meanings :
"Act" means Chapter 250, RSMo .
"Administrative Fee" means the fee payable to the Trustee
for transfer to DNR as described in Section 212 hereof .
"Authority" means the State Environmental Improvement and
Energy Resources Authority, a body corporate and politic and a
governmental instrumentality of the State .
"Authority Bonds" means the Water Pollution Control Revenue
Bonds (State Revolving Fund Program) Series 1991A.
"Bondowner" means the Authority or its assigns .
"Bond Register" means the books for the registration,
transfer and exchange of Bonds kept at the office of the Paying
Agent .
"Bonds" means the Sewerage System Revenue Bonds (State
Revolving Fund Program) Series 1991 of the City, in the
aggregate principal amount of $2 , 500 , 000 , authorized and issued
pursuant to this Ordinance .
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"Current Expenses" means all reasonable and necessary
expenses of operation, maintenance and repair of the System and
keeping the System in good repair and working order, including
without limiting the generality of the foregoing, current
maintenance charges , expenses of reasonable upkeep and repairs ,
salaries, wages , costs of materials and supplies , Paying Agent
fees and expenses, annual audits , periodic Consulting
Engineer ' s reports , properly allocated share of charges for
insurance, and all other expenses incident to the operation of
the System, but shall exclude interest paid on System Revenue
Bonds , depreciation and amortization charges , all general
administrative expenses of the City not related to the
operation of the System, and the payments into the Depreciation
and Replacement Account hereinafter provided for , all as
determined in accordance with generally accepted accounting
principles .
"Defeasance Securities" shall mean ( i) Federal Securities ,
(ii) obligations of the Resolution Funding Corporation or any
successor thereto, but only if the use of such obligations to
pay and discharge Bonds pursuant to Article XII hereof will
cause such Bonds to be rated in the highest long-term rating
category by the Rating Agency, or ( iii) any bonds or any other
obligations of any state of the United States of America or of
any agency, instrumentality or local governmental unit of any
such state which are not callable at the option of the obligor
prior to maturity or as to which irrevocable instructions have
been given by the obligor to call on the date specified in the
notice; and (A) which are fully secured as to principal and
interest and redemption premium, if any, by a fund consisting
only of cash or Federal Securities , which fund may be applied
only to the payment of such principal of and interest on and
prior to the redemption date or dates pursuant to such
irrevocable instructions , as appropriate, and (B) which fund is
sufficient , as verified by a nationally recognized independent
certified public accountant , to pay principal of and interest
and redemption premium, if any, on the bonds or other obliga-
tions described in this paragraph on the maturity date or dates
thereof or on the redemption date or dates specified in the
irrevocable instructions referred to above, as appropriate.
"Depreciation and Replacement Account" means the fund by
that name created or ratified and confirmed by Section 501 of
this Ordinance.
"DNR" means the Department of Natural Resources, a
department of the State .
"Federal Securities" means any direct obligation of , or
obliqation the timely payment of the principal of and interest
on which are unconditionally guaranteed by, the United States
of America and backed by the full faith and credit thereof .
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"Indenture" means the Bond Indenture dated as of
December 1 , 1991 between the Authority and the Trustee pursuant
to which the Authority Bonds are issued.
"Net Revenues Available for Debt Service" means , for the
period of determination, all income and revenues derived by the
City from the operation of the System, including investment and
rental income, net proceeds from business interruption
insurance, and any amounts deposited in escrow in connection
with the acquisition, construction, remodeling, renovation and
equipping of facilities to be applied during the period of
determination to pay interest on System Revenue Bonds, less all
Current Expenses (other than interest paid on System Revenue
Bonds , depreciation and amortization charges during the period
of determination) and other proper charges , all as determined
in accordance with generally accepted accounting principles ,
but excluding any profits or losses on the early extinguishment
of debt or on the sale or other disposition, not in the
ordinary course of business , of investments or fixed or capital
assets .
"Ordinance" means this Ordinance as from time to time
amended in accordance with the terms hereof .
"Outstanding" when used with respect to Bonds means , as of
the date of determination, all Bonds theretofore issued and
delivered under this Ordinance, except :
( 1) Bonds theretofore cancelled by the Paying Agent
or delivered to the Paying Agent for cancellation;
(2) Bonds for whose payment or redemption money in
the necessary amount has been theretofore deposited with
the Paying Agent in trust for the Owners of such Bonds ,
provided that , if such Bonds are to be redeemed, notice of
such redemption has been duly given pursuant to this
Ordinance, irrevocably provided for to the satisfaction of
the Paying Agent, or waived;
(3) Bonds in exchange for or in lieu of which other
Bonds have been registered and delivered pursuant to this
Ordinance;
(4) Bonds alleged to have been mutilated, destroyed,
lost , or stolen which have been paid as provided in Section
208 hereof; and
( 5) Bonds for the payment of the principal (or
redemption price) of and interest on which money or
Government Obligations or both are held by the Paying Agent
or other bank or trust company with the effect specified in
Section 1201 hereof .
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"Owner" or "Registered Owner" means the same as the term
Bondowner .
"Parity Bonds" means the Series 1986 Bonds and any parity
bonds hereafter issued pursuant to Section 1002 hereof and
standing on a parity and equality with the Bonds with respect
to the payment of principal and interest out of the net income
and revenues of the System.
"Parity Ordinances" means the ordinances under which any
Parity Bonds shall hereafter be issued pursuant to Section 1002
hereof .
"Purchase Agreement" means the Purchase Agreement dated as
of December 1, 1991, by and among the City, the Bondowner and
DNR.
"Record Date" for the interest payable on any Interest
Payment Date means the 15th day (whether or not a Business Day)
of the calendar month next preceding such Interest Payment Date.
"Revolving Fund Agreement" means the Revolving Fund
Agreement dated as of December 1, 1991 , by and among the
Bondowner , the City and DNR.
"Series 1986 Bonds" means the Sewerage System Revenue
Bonds , Series 1986 , of the City, dated March 1, 1990 , issued in
the oriqinal principal amount of $1,400 , 000 .
"Series 1986 Ordinance" means Ordinance No . 304 of the
City, passed and approved on March 5, 1986 , authorizing the
issuance of the Series 1986 Bonds .
"SRF Program Bonds" means the Bonds and any other Parity
Bonds of the City issued in connection with the City' s partici-
pation in the SRF Program.
"State" means the State of Missouri .
"System" means the entire sewerage plant and system owned
and operated by the City for the collection, treatment and
disposal of sewage, to serve the needs of the City and its
inhabitants and others , including all appurtenances and
facilities connected therewith or relating thereto, together
with all extensions , improvements, additions and enlargements
thereto hereafter made or acquired by the City.
"System Revenue Bonds" means collectively the Bonds , the
Parity Bonds and all other revenue bonds which are payable out
of, or secured by an interest in, the income and revenues
derived by the City from the operation of the System.
"Trustee" means the trustee acting at any time as Trustee
under the Indenture.
[End of Article I]
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ARTICLE II
AUTHORIZATION OF BONDS
Section 201 . Authorization of Bonds . There is hereby
authorized and directed to be issued a series of Sewerage
System Revenue Bonds (State Revolving Fund Program) Series
1991, of the City in the principal amount of $2 , 500 , 000 (the
"Bonds" ) for the purpose of extending and improving the System,
as provided in this Ordinance.
Section 202 . Security for Bonds . The Bonds shall be
special obligations of the City payable solely from, and
secured as to the payment of principal and interest by a pledge
of , the net revenues derived by the City from the operation of
the System, and the taxing power of the City is not pledged to
the payment of the Bonds either as to principal or interest .
The Bonds shall not be or constitute a general obligation of
the City, nor shall they constitute an indebtedness of the City
within the meaning of any constitutional , statutory or charter
provision, limitation or restriction.
The Bonds are on a parity with the Series 1986 Bonds ,
outstanding in the aggregate principal amount of $1 , 255 , 000 as
of the date of issuance of the Bonds .
Section 203 . Description of Bonds . The Bonds shall
consist of fully registered bonds without coupons , numbered
from R-1 consecutively upward, in the 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 206 hereof . The Bonds shall be dated
December 1, 1991, shall become due on June 1 in the years
(subject to optional and mandatory redemption prior to maturity
as provided in Article III hereof) , and shall bear interest at
the rates per annum, as set forth in Schedule I attached hereto
and incorporated by this reference .
The Bonds shall bear interest at the rates aforesaid
(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, 1992 .
Section 204 . Designation of Paying Agent . The Trustee is
hereby designated as the City' s paying agent for the payment of
principal of , redemption premium, if any, and interest on the
Bonds and bond registrar with respect to the registration,
transfer and exchange of Bonds (herein called the "Paying
Agent" ) . The Paying Agent shall not be paid any additional
fees for its services in connection herewith.
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Section 205 . Method and Place of Payment of Bonds . The
principal of , redemption premium, if any, and interest on the
Bonds shall be payable in any coin or currency which, on the
respective dates of payment thereof , is legal tender for the
payment of debts due the United States of America .
The principal of and redemption premium, if any, on each
Bond shall be paid at maturity or upon earlier redemption to
the person in whose name such Bond is registered at the
maturity or redemption date thereof, upon presentation and
surrender of such Bond at the principal office of the Paying
Agent .
The interest payable on each Bond on any interest payment
date shall be paid in immediately available funds to the person
in whose name such Bond is registered at the close of business
on the Record Date for such interest .
The Paying Agent shall keep in its office a record of
payment of principal of, redemption premium, if any, and
interest on all Bonds and shall at least annually forward a
copy or summary of such records to the City.
Section 206 . Registration, Transfer and Exchanqe of
Bonds . The City covenants that it will, as long as any of the
Bonds remain Outstanding, cause to be kept at the office of the
Paying Agent books for the registration, transfer and exchange
of Bonds as herein provided (the "Bond Register" ) . Each Bond
when issued shall be registered in the name of the Owner
thereof on the Bond Register kept by the Paying Agent .
Bonds may be transferred and exchanged only upon the Bond
Register maintained by the Paying Agent as provided in this
Section.
Upon surrender thereof at the principal office of the
Paying Agent , the Paying Agent shall transfer or exchange any
Bond for a new Bond or Bonds in any authorized denomination of
the same maturity and in the same aggregate principal amount as
the Bond which was presented for transfer or exchange. All
Bonds presented for transfer or exchange shall be accompanied
by a written instrument or instruments of transfer or
authorization for exchange, in a form and with guarantee of
signature satisfactory to the Paying Agent , duly executed by
the Registered Owner thereof or by the Registered Owner ' s duly
authorized agent . Al1 Bonds presented for transfer or exchange
shall be surrendered to the Paying Agent for cancellation.
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.
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The City and the Paying Agent may deem and treat the person
in whose name any Bond shall be registered as the absolute
owner of such Bond, whether such 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 the Registered Owner ' s
order shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so
paid, and neither the City nor the Paying Agent shall be
affected by any notice to the contrary, but such registration
may be changed as herein provided.
To the extent that such information shall be made known to
the Paying Agent under the terms of this Section, it will keep
on file on the Bond Register at the principal office of the
Paying Agent a list of names and addresses of the Registered
Owners of all Bonds . The Paying Agent shall be under no
responsibility with regard to the accuracy of said list . At
reasonable times and under reasonable regulations established
by the Paying Agent , said list may be inspected and copied by
the Owners (or a designated representative thereof) of 25% or
more in principal amount of the Bonds then Outstanding or any
such designated representative to be evidenced to the
satisfaction of the Paying Agent .
Section 207 . Execution, Authentication and Delivery of
Bonds . Each of the Bonds, including any Bond issued in
exchange or as substitution for the Bonds initially delivered,
shall be signed by the manual or facsimile signature of the
Mayor , attested by the manual or facsimile signature of the
City Clerk, and shall have the official seal of the City
affixed thereto or imprinted thereon. In case any officer
whose signature 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 althouqh 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 as hereinbefore specified, and
when duly executed, to deliver the Bonds to the Paying Agent
for authentication. Upon authentication, the Paying Agent
shall deliver the Bonds to the Bondowner , upon payment of the
purchase price thereof .
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 . No Bond shall be entitled to any security or benefit
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under this Ordinance or be valid or obligatory for any purpose
unless and until such certificate of authentication shall have
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. 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 , 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.
Section 208 . Mutilated, Destroved, Lost and Stolen Bonds .
If (i) any mutilated Bond is surrendered to the Paying Agent,
or the City and the Paying Agent receive evidence to their
satisfaction of the mutilation, destruction, loss or theft of
any Bond, and ( ii) there is delivered to the City and the
Paying Agent such security or indemnity as may be required by
them to save each of them harmless , then, in the absence of
notice to the City or the Paying Agent that such Bond has been
acquired by a bona fide purchaser, the City shall execute and
upon its request the Paying Agent shall register and deliver,
in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Bond, a new Bond of the same maturity and of
like tenor and principal amount , bearing a number not
contemporaneously outstanding .
In case any such mutilated, destroyed, lost or stolen Bond
has become or is about to become due and payable, the City in
its discretion may, instead of issuing a new Bond, pay such
Bond.
Upon the issuance of any new Bond under this Section, the
City may require the payment by the 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.
Every new Bond issued pursuant to this Section in lieu of
any mutilated, destroyed, lost or stolen Bond shall constitute
a replacement of the prior obligation of the City, whether or
not the mutilated, destroyed, lost or stolen Bond shall be at
any time enforceable by anyone, and shall be entitled to all
the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds .
Section 209 . Cancellation and Destruction of Bonds Upon
Payment . All Bonds which have been paid or redeemed or which
have otherwise been surrendered to the Paying Agent , either at
or before maturity, shall be cancelled and destroyed by the
Paying Agent immediately upon the payment or redemption of such
Bonds and the surrender thereof to the Paying Agent . The
Paying Agent shall execute a certificate in duplicate
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describing the Bonds so cancelled and destroyed, and shall file
an executed counterpart of such certificate with the City.
Section 210 . Sale of the Bonds . The sale of the Bonds to
the Bondowner at the purchase price set forth in Schedule I
hereto is hereby ratified and confirmed. In connection with
the participation by the City in the SRF Program, the City
Manager is hereby authorized to enter into the Purchase
Agreement, the Revolving Fund Agreement and the Purchase
Contract in substantially the forms on file with the City
Clerk, with such changes therein as shall be approved by the
City Manager , which officer is hereby authorized to execute
such document for and on behalf of the City, and such officer ' s
signature thereon shall be conclusive evidence of his or her
approval thereof .
Section 211 . Official Statement . The City hereby ratifies
and confirms the information in the Preliminary Official
Statement prepared in the initial offering and sale of the
Authority Bonds , in the form presented at this meeting, in
"Appendix A-II - THE CITY OF CAPE GIRARDEAU, MISSOURI AND ITS
PROJECT" and hereby approves the form and content of any
addenda , supplement , or amendment thereto, and authorizes and
approves information in the final Official Statement in
"Appendix A-II - THE CITY OF CAPE GIRARDEAU, MISSOURI AND ITS
PROJECT" by supplementing, completing and amending the
Preliminary Official Statement and the Mayor is hereby
authorized to execute Appendix A-II to the Official Statement .
The use of such Official Statement in the reoffering of the
Authority Bonds by the Authority is hereby approved and
authorized. The proper officials of the City are hereby
authorized to execute and deliver a certificate pertaining to
such Official Statement as prescribed therein, dated as of the
date of payment for and delivery of the Bonds .
Section 212 . Administrative Fee and Trustee ' s Fee;
Revolvinq Fund Loan.
(a) Subject to the provisions of Section 202 hereof , the
City shall pay to the Trustee ( i) for deposit in the
Administrative Expense Fund, for transfer to DNR, on each
June 1 that the Bonds are outstanding (commencing June l, 1993
and including the maturity date thereof) an amount equal to
1 . 00% of the outstanding principal amount of the Revolving Fund
Loan on the Business Day next preceding such June 1 (the
"Administrative Fee" ) , and ( ii) for deposit in the
Administrative Expense Fund, for payment to the Trustee, an
amount equal to the Public Entity' s Allocable Portion of the
Trustee ' s Fee and ( iii) for deposit to the Interest Account of
the Repayment Fund and subsequent transfer to the Rebate Fund,
an amount equal to rebatable arbitrage, and the costs incurred
in connection with determining such rebatable arbitrage, at the
times and in the amounts as determined in accordance with the
Arbitrage Letter of Instructions .
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(b) The City is hereby authorized to receive a loan from
the Wastewater Loan Fund. Such loan shall be made in the
amounts and at the times and shall be repayable on the dates
and in the amounts as set forth in the Revolving Fund
Agreement . The loan shall not bear interest . The City hereby
assigns the proceeds of such loan, as and when the installments
thereof are received, to the Authority, which proceeds shall be
held in the Reserve Fund.
[End of Article II]
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ARTICLE III
REDEMPTION OF BONDS
Section 301 . Mandatory Redemption. The Bonds maturing in
the year 2014 (the "Term Bonds" ) shall be subject to mandatory
redemption and payment prior to 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 payments
specified in Section 702 (b) hereof which are to be deposited
into the Debt Service Fund shall be sufficient to redeem, and
the City shall redeem on June 1 in each year, the principal
amounts of Bonds as set forth in Schedule I attached hereto .
Section 302 . Optional Redemption. At the option of the
City, Bonds maturing on or after June 1, 2002 may be called for
redemption and payment prior to maturity in whole at any time
or in part on any interest payment date, on the dates and at
the redemption prices set forth below (expressed as percentages
of principal amount) plus accrued interest thereon to the date
of redemption:
Redemption Redemption
Dates Prices
December 1, 2001 through November 30 , 2002 1020
December 1, 2002 through November 30 , 2003 101
December 1, 2003 and thereafter 100
Bonds to be redeemed pursuant to the optional redemption
provisions shall be selected by lot on a proportionate basis
from all outstanding maturities of the Bonds . Upon such
redemption, the sinking fund installments above shall be
proportionately reduced, subject to rounding to integral
multiples of $5 , 000 . In the event of the redemption of the
Bonds in part , the City shall designate the amount of each
maturity redeemed and of the reduction in each sinking fund
installment in writing to the Trustee, subject to the foregoing
requirements and verification thereof by the Trustee.
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, Bonds of less than a full maturity
shall be selected by the Paying Agent in $5 , 000 units of face
value in such equitable manner as the Paying Agent 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
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' 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 the Owner ' s duly authorized agent shall
forthwith present and surrender such Bond to the Paying Agent
( 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 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 . Notice and Effect of Call for Redemption.
Unless waived by any Owner of Bonds to be redeemed, official
notice of any such redemption shall be given by the Paying
Agent on behalf of the City by mailing a copy of an official
redemption notice by registered or certified mail , at least 45
days prior to the date fixed for redemption, to the Registered
Owner of the Bond or Bonds to be redeemed at the address shown
on the Bond Register or at such other address as is furnished
in writing by such Registered Owner to the Paying Agent .
All official notices of redemption shall be dated and shall
state:
( 1) the redemption date,
(2) the redemption price,
(3) if less than all Outstanding Bonds are to be
redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Bonds
to be redeemed,
(4) 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 said date, and
( 5) the place where such Bonds are to be surrendered
for payment of the redemption price, which place of payment
shall be the principal office of the Paying Agent .
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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 which
are to be redeemed on that date .
Official notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds so to be redeemed
shall , on the redemption date, become due and payable at the
redemption price therein specified, and from and after such
date (unless the City shall default in the payment of the
redemption price) such Bonds or portion of Bonds shall cease to
bear interest . Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the
Paying Agent at the redemption price. Installments of interest
due on or prior to the redemption date shall be payable as
herein provided for payment of interest . Upon surrender for
any partial redemption of any Bond, there shall be prepared for
the Registered Owner a new Bond or Bonds of the same maturity
in the amount of the unpaid principal . All Bonds which have
been redeemed shall be cancelled and destroyed by the Paying
Agent and shall not be reissued.
[End of Article III]
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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:
(FORM OF FULLY REGISTERED BOND)
[THIS BOND IS TRANSFERABLE ONLY TO ANY SUCCESSOR TO THE
STATE ENVIRONMENTAL IMPROVEMENT AND ENERGY
RESOURCES AUTHORITY OR ITS ASSIGNS]
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered R�egistered
No . R-
CITY OF CAPE GIRARDEAU, MISSOURI
SEWERAGE SYSTEM REVENUE BOND
(STATE REVOLVING FUND PROGRAM) SERIES 1991
Interest Rate Maturity Date Dated Date
o _, 1992
REGISTERED OWNER: STATE ENVIRONMENTAL IMPROVEMENT AND ENERGY
RESOURCES AUTHORITY
PRINCIPAL AMOUNT: DOLLARS
The CITY OF CAPE GIRARDEAU, MISSOURI , a municipal
corporation and constitutional charter city operating under a
home rule form of government , duly organized and existing under
the laws of the State of Missouri (the "City" ) , for value
received, hereby 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 June 1 and December 1 in each year (except as
otherwise provided in Section 203 of the hereinafter described
Ordinance) , until said Principal Amount shall have been paid.
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The principal of and redemption premium, if any, on this
Bond shall be paid at maturity or upon earlier redemption to
the person in whose name this Bond is registered at the matur-
ity or redemption date thereof, upon presentation and surrender
of this Bond at the principal office of COMMERCE BANK OF KANSAS
CITY, N.A. , in the City of Kansas City, Missouri , (the "Paying
Agent" ) . The interest payable on this Bond on any interest
payment date shall be paid by check or draft mailed by the
Paying Agent 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 fifteenth day (whether or not a
business day) of the calendar month next preceding such
interest payment date. The principal of, redemption premium,
if any, and interest on this Bond shall be payable in lawful
money of the United States of America .
This Bond is one of a duly authorized series of bonds of
the City designated "Sewerage System Revenue Bonds (State
Revolving Fund Program) Series 1991" aggregating the principal
amount of $2 , 500, 000 (the "Bonds" ) , issued by the City for the
purpose of extending and improving its sewerage system (said
sewerage system, together with all future improvements and
extensions thereto hereafter constructed or acquired by the
City, being herein called the "System" ) , under the authority of
and in full compliance with Chapter 250 of the Revised Statutes
of Missouri , as amended, and pursuant to an election duly held
in the City and an ordinance duly adopted by the governing body
of the City (herein called the "Ordinance" ) .
Bonds maturing on June 1, 2014 , are subject to mandatory
redemption and payment prior to maturity pursuant to the
mandatory redemption requirements of the Ordinance on June l,
2004 , and on each December 1 thereafter prior to maturity, at a
redemption price equal to 100% of the principal amount thereof
plus accrued interest to the redemption date .
At the option of the City, Bonds or portions thereof ,
maturing on or after June 1, 2002 , may be called for redemption
and payment prior to maturity in whole at any time or in part
on any interest payment date, on the dates and at the
redemption prices set forth below (expressed as percentages of
principal amount) , plus accrued interest thereon to the
redemption date:
Redemption Redemption
Dates Prices
December 1, 2001 through November 30 , 2002 102%
December 1 , 2002 through November 30 , 2003 101
December 1 , 2003 and thereafter 100
Bonds to be redeemed pursuant to the optional redemption
provisions shall be selected on a proportionate basis from all
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outstanding maturities of the Bonds . Upon such redemption, the
sinking fund installments above shall be proportionately
reduced, subject to rounding to integral multiples of $5 , 000 .
In the event of the redemption of the Bonds in part , the City
shall designate the amount of each maturity redeemed and of the
reduction in each sinking fund installment in writing to the
Trustee, subject to the foregoing requirements and verification
thereof by the Trustee.
Notice of redemption, unless waived, is to be given by the
Paying Agent by mailing an official redemption notice by first
class , registered or certified mail at least 45 days prior to
the date fixed for redemption, to the Registered Owner of the
Bond or Bonds to be redeemed at the address shown on the Bond
Register or at such other address as is furnished in writing by
such Registered Owner to the Paying Agent . Notice of
redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall , on the redemption
date, become due and payable at the redemption price therein
specified, and from and after such date (unless the City shall
default in the payment of the redemption price) such Bonds or
portions of Bonds shall cease to bear interest .
The Bonds are limited obligations of the City payable
solely from, and secured as to the payment of principal and
interest by a pledge of , the revenues derived by the City from
the operation of the System, and the taxing power of the City
is not pledged to the payment of the Bonds either as to
principal or interest . The Bonds shall not be or constitute a
general obligation of the City, nor shall they constitute an
indebtedness of the City within the meaning of any
constitutional , statutory or charter provision, limitation or
restriction. Under the conditions set forth in the Ordinance,
the City has the right to issue additional parity bonds payable
from the same source and secured by the same revenues as the
Bonds ; provided, however, that such additional bonds may be so
issued only in accordance with and subject to the covenants ,
conditions and restrictions relating thereto set forth in the
Ordinance .
The Bonds are on a parity with an issue of Sewerage System
Revenue Bonds , Series 1986 (herein called the "Series 1986
Bonds" ) , dated March 1, 1986, outstanding as of the Dated Date
in the aggregate principal amount of $1, 255, 000 .
The City hereby covenants with the Owner of this Bond to
keep and perform all covenants and agreements contained in the
Ordinance, and the City will fix, establish, maintain and
collect such rates , fees and charges for the use and services
furnished by or through the System, as will produce revenues
sufficient to pay the costs of operation and maintenance of the
System, pay the principal of and interest on the Bonds as and
when the same become due, and provide reasonable and adequate
reserve funds . Reference is made to the Ordinance for a
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description of the covenants and agreements made by the City
with respect to the collection, segregation and application of
the revenues of the System, the nature and extent of the
security of the Bonds , the rights, duties and obligations of
the City with respect thereto, and the rights of the Owners
thereof .
The Bonds are issuable in the form of fully registered
Bonds without coupons in the denomination of $5, 000 or any
integral multiple thereof .
This Bond may be transferred or exchanged, as provided in
the Ordinance, only upon the registration books kept for that
purpose at the above-mentioned office of the Paying Agent, upon
surrender of this Bond together with a written instrument of
transfer or exchange satisfactory to the Paying Agent duly
executed by the 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 as the absolute owner hereof for the purpose
of receiving payment of , or on account of , the principal or
redemption price hereof and interest due hereon and for all
other purposes .
This Bond 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 .
IT IS HEREBY CERTIFIED AND DECLARED that all acts ,
conditions and things required to exist, happen and be
performed precedent to and in the issuance of the Bonds have
existed, happened and been performed in due time, form and
manner as required by law, and that before the issuance of the
Bonds , provision has been duly made for the collection and
segregation of the revenues of the System and for the
application of the same as hereinbefore provided.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the CITY OF CAPE GIRARDEAU, MISSOURI ,
has executed this Bond by causing it to be signed by the manual
or facsimile signature of its Mayor and attested by the manual
or facsimile signature of its City Clerk, and its official seal
to be affi�ed hereto or imprinted hereon, and this Bond to be
dated the Dated Date shown above.
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
Mayor
Registration Date :
COMMERCE BANK OF KANSAS CITY,
N.A. , Paying Agent (Seal)
ATTEST:
By
Authorized Signatory City Clerk
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells , assigns
and transfers unto
Print or Type Name, Address and Social Security Number
or other Taxpayer ldentification 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 and must be
guaranteed by a member firm
of the NYSE or a commercial
bank or trust company.
Signature Guaranteed By:
(Name of Bank, Trust Company
or NYSE Member Firm)
By
Title:
[End of Article IV]
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ARTICLE V
RATIFICATION AND CREATION OF FUNDS AND ACCOUNTS
Section 501 . Ratification and Creation of Funds . The
separate funds and accounts created in the Series 1986
Ordinance known respectively as the:
(a) Sewerage System Revenue Fund (the "Revenue Fund" ) ;
(b) Sewerage System Operation and Maintenance Account (the
"Operation and Maintenance Account" ) ;
(c) Principal and Interest Account for Sewerage System
Revenue Bonds , Series 1986 (the "Series 1986 Debt
Service Account" ) ; and
(d) Reserve Account for Sewerage System Revenue Bonds ,
Series 1986 (the "Series 1986 Debt Service Reserve
Account" ) ;
are hereby ratified and confirmed and, in addition to the
above, there is hereby created and ordered to be established in
the Treasury of the City separate accounts to be known
respectively as the:
(e) Sewerage System Surplus Account (the "Surplus
Account" ) ; and
( f) Sewerage System Depreciation and Replacement Account
(the "Depreciation and Replacement Account" ) .
Section 502 . Administration of Funds and Accounts . The
funds and accounts described in paragraphs (a) through (f) of
Section 501 shall be maintained and administered by the City as
hereinafter provided so long as any of the Bonds and the Series
1986 Bonds remain Outstanding and unpaid; provided, however,
that the three funds referred to in subparagraphs (c) and (d)
will be maintained and administered by the City so long as any
of the Series 1986 Bonds remain Outstanding and unpaid.
[End of Article V]
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ARTICLE VI
APPLICATION OF BOND PROCEEDS
Section 601 . Disposition of Bond Proceeds . The net
proceeds received from the sale of the Bonds , including any
premium or accrued interest thereon, shall be deposited
simultaneously with the delivery of the Bonds , as follows :
(a) There shall be deposited in the Costs of Issuance
Fund the sum set forth in Schedule I hereto .
(b) There shall be deposited in the Construction
Account the remaining balance of the proceeds of the Bonds .
Section 602 . Assignment and A plication of Moneys in the
Construction Account . (a) The City hereby assigns the
proceeds of the Bonds held in the Construction Account to the
Authority to secure the City' s obligations under this
Ordinance. Moneys in the Construction Account shall be
disbursed to the City for the sole purpose of paying the cost
of extending and improving the System as hereinbefore provided,
in accordance with the plans and specifications therefor
prepared by the Consulting Engineer , heretofore approved by the
City Council of the City and on file in the office of the City
Clerk, including any alterations in or amendments to said plans
and specifications deemed advisable by the Consulting Engineer
and approved by the City Council of the City, and for paying
the costs and expenses incident to the issuance of the Bonds .
(b) Requisitions shall be submitted for withdrawals from
the Construction Account in accordance with Article III of the
Purchase Agreement , and accompanied by a certificate executed
by the Consulting Engineer 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 Account of interest
accruing on the Bonds during the period of construction of
extensions and improvements to the System without a certificate
from the Consulting Engineer .
[End of Article VI)
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ARTICLE VII
APPLICATION OF REVENUES
Section 701 . Revenue Fund. The City covenants and agrees
that from and after the delivery of the Bonds , and continuing
as long as any of the Bonds remain Outstanding hereunder , all
of the Revenues derived and collected by the City from the
operation of the System shall be paid and deposited into the
Revenue Fund as and when received. Said Revenues shall be
segregated and kept separate and apart from all other moneys ,
revenues , funds and accounts of the City and shall not be
commingled with any other moneys , revenues , funds and accounts
of the City. The Revenue Fund shall be administered and
applied solely for the purposes and in the manner provided in
the Series 1986 Ordinance and this Ordinance .
Section 702 . Application of Monevs in Funds and Accounts .
The City covenants and agrees that from and after the delivery
of the Bonds and continuing so long as any of the Bonds shall
remain Outstanding , the City will administer and allocate all
of the moneys then held in the Revenue Fund on the dates and in
the amounts as follows :
( a) There shall first be paid and credited on the
first day of each month to the Operation and Maintenance
Account an amount sufficient to pay the estimated cost of
operating and maintaining the System during the ensuing
30-day period. All amounts paid and credited to the
Operation and Maintenance Account shall be expended and
used by the City solely for the purpose of paying the
Current Expenses of the System.
(b) ( 1) There shall next be paid and credited on a
parity basis on the first day of each month to the Series
1986 Debt Service Account any amounts at the time required
to be paid and credited to such account under the Series
1986 Ordinance and to the Trustee for credit to the
Interest Account and the Principal Account , to the extent
necessary to pay the interest on and principal of the Bonds
when due, the following sums :
(A) Beginning with the first of said monthly
deposits and continuing thereafter to and including
the June 1, 1992 monthly deposit , an equal pro rata
portion of the amount of interest becoming due on the
Bonds on June 1 , 1992 ; and thereafter , beginning on
the July 1 , 1992 monthly deposit , and continuing
thereafter so long as any of the Bonds shall remain
outstanding and unpaid, an amount not less than 1/6 of
the amount of interest that will become due on the
Bonds on the next succeeding Interest Payment Date;
payments to the Interest Account shall be reduced as
follows : ( i ) during the period that moneys remain on
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deposit in the Construction Account, an amount equal
to the moneys remaining in the Debt Service Account
after the payment of the principal of and interest due
on the Authority Bonds on an Interest Payment Date
shall be credited against the next succeeding monthly
payment or payments , (ii) after all moneys in the
Construction Account have been expended, such
remainder in the Debt Service Account shall be
credited against the monthly payments due prior to the
next Interest Payment Date on a pro rata basis and
( iii ) upon the City' s receipt of the Trustee ' s notice
of projected investment earnings , an amount equal to
such projected earnings shall be credited against the
monthly payments due prior to the next Interest
Payment Date on a pro rata basis ; and
(B) Beginning on the July 1, 1994 monthly
deposit, and continuing thereafter so long as any of
the Bonds shall remain outstanding and unpaid, an
amount not less than 1/12 of the amount of principal
that will become due on the Bonds on the next
succeeding principal payment date and, if the monthly
deposit date is a principal payment date, then 1/12 of
the principal due on such principal payment date;
provided that the monthly payments described in clauses (A)
and (B) which are due on an Interest Payment Date shall be
made on the second Business Day preceding such Interest
Payment Date .
(2) There shall next be paid, on each Interest
Payment Date that the Allocable Portion of the Trustee ' s
Fee and the Administrative Fee are scheduled to become due,
such amounts as may be required to pay the Allocable
Portion of the Trustee ' s Fee and the Administrative Fee
becoming due on such date.
If at any time the moneys in the Revenue Fund shall be
insufficient to make in full the payments and credits at the
time required to be made by the City to the Interest Account
and the Principal Account and to the debt service accounts
established by the City to pay the principal of and interest on
the outstanding Parity Bonds , the available moneys in the
Revenue Fund shall be divided among the Interest Account and
the Principal Account and such principal and interest debt
service accounts in proportion to the respective principal
amounts of said series of the Parity Bonds of the City at the
time outstanding which are payable from the moneys in the
Interest Account and the Principal Account and such debt
service accounts .
(c) After all payments and credits required at the time to
be made under the provisions of paragraphs (a) and (b) of this
Section have been made, there shall next be paid and credited
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on the first day of each month to the Series 1986 Debt Service
Reserve Account such amount as shall be required to be paid and
credited to the Series 1986 Debt Service Reserve Account and,
in the event the Trustee has withdrawn moneys from the Reserve
Account (other than investment earnings) , beginning with the
first day of each month after such withdrawal , and continuing
on the first day of each month thereafter (to and including the
sixth such month) , there shall next be paid to the Trustee for
credit to the Reserve Account an equal pro rata portion of the
amount withdrawn from the Reserve Account .
If at any time the moneys in the Revenue Fund shall be
insufficient to make in full the payments and credits at the
time required to be made to the Reserve Account and to the
reserve funds established for any outstanding Parity Bonds , the
available moneys in the Revenue Fund shall be divided among
such funds in proportion to the respective principal amounts of
said series of bonds at the time outstanding which are payable
from the moneys in such accounts .
(d) After all payments and credits required at the time to
be made by the City under the provisions of paragraphs (a) , (b)
and (c) of this Section have been made, there shall next be
paid and credited on the first day of each month to the
Depreciation and Replacement Account, the sum of $5 , 208 each
month until said Account shall aggregate the sum of $125, 000 ,
which amount shall remain in said Account for so long as any of
the Bonds remain Outstanding . Except as hereinafter provided
in Section 704 , moneys in the Depreciation and Replacement
Account shall be expended and used by the City, if no other
funds are available therefor , solely for the purpose of making
emergency replacements and repairs in and to the System as may
be necessary to keep the System in good repair and working
order and to assure the continued effective and efficient
operation thereof . After the Depreciation and Replacement
Account aggregates the sum of $125 , 000 , no further payments
into said Account shall be required, but if the City shall ever
be required to expend and use a part of the moneys in said
Account for its authorized purposes and such expenditure shall
reduce the amount of said Account below the sum of $125 , 000 ,
then the City shall resume and continue said monthly payments
into said Account until said Account shall again aggregate the
sum of $125 , 000 .
(e) After all payments and credits required at the time to
be made by the City under the provisions of paragraphs (a) ,
(b) , (c) and (d) of this Section have been made, all moneys
remaining in the Revenue Fund on the first day of each month
shall be paid and credited to the Surplus Account . Moneys in
the Surplus Account may be expended and used for the following
purposes as determined by the City Council of the City:
(1) Paying the cost of the operation, maintenance and
repair of the System to the extent that may be necessary
-26-
after the application of the moneys held in the Operation
and Maintenance Account under the provisions of paragraph
(a) of this Section;
(2) Paying the cost of extendinq, enlarging or
improving the System;
(3) Preventing default in, anticipating payments into
or increasing the amounts in the accounts confirmed in
Section 502 hereof, the Principal Account , the Interest
Account or the Depreciation and Replacement Account
referred to in paragraphs (b) and (d) of this Section, or
any one of them, or establishing or increasing the amount
of any principal and interest account or bond reserve
account created by the City for the payment of any Parity
Bonds of the City hereafter issued; or
(4) Calling, redeeming and paying prior to maturity,
or, at the option of the City, purchasing in the open
market at the best price obtainable not exceeding the call
price (if any bonds are callable) , the Bonds or any other
Parity Bonds of the City hereafter issued under the
conditions hereinafter specified and standing on a parity
with the Bonds, including principal, interest and
redemption premium, if any.
So long as any of the Parity Bonds remain Outstanding, no
moneys derived by the City from the operation of the System
shall be diverted to the general governmental or municipal
functions of the City; provided, however , this restriction does
not prohibit the proper reimbursement or payment to the City
general fund of obligations of the System for overhead costs,
payments in lieu of utility gross receipts, taxes or other
specific costs incurred as a result of the operation of the
System.
Section 703 . Deficiency of Payments into Funds and
Accounts . If at any time the revenues derived by the City from
the operation of the System shall be insufficient to make any
payment on the date or dates hereinbefore specified, the City
will make good the amount of such deficiency by making
additional payments or credits out of the first available
revenues thereafter received by the City from the operation of
the System, such payments and credits being made and applied in
the order hereinbefore specified in Section 702 of this
Ordinance .
If at any time the moneys in the Series 1986 Debt Service
Account or the Series 1986 Debt Service Reserve Account , the
Principal Account and the Interest Account are not sufficient
to pay the principal of and interest on the Bonds and the
Series 1986 Bonds as and when the same become due, then moneys
in the Surplus Account and the Depreciation and Replacement
Account may and shall be used by the City, in that order , to
-27-
prevent any default in the payment of the principal of and
interest on the Bonds and the Series 1986 Bonds .
Section 704 . Transfer of Funds to Paying Agent . The
Director of the Department of Finance of the City is hereby
authorized and directed to make the payments to the Repayment
Fund and the debt service accounts as provided in Section 702
hereof , and, to the egtent necessary to prevent a default in
the payment of either principal of or interest on the System
Revenue Bonds , from the debt service reserve accounts , the
Surplus Account and the Depreciation and Replacement Account as
provided in Sections 702 and 703 hereof , sums sufficient to pay
the principal of and interest on the System Revenue Bonds as
and when the same become due, and to forward such sums to the
Paying Agent in a manner which ensures the Paying Agent will
have available funds in such amounts on or before the second
Business Day immediately preceding the dates when such
principal and interest will become due. Upon the payment in
full of all principal of and interest on the System Revenue
Bonds , it shall be the duty of the Paying Agent forthwith to
return any excess funds to the City. Al1 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 .
End of Article VII]
-28-
ARTICLE VIII
DEPOSIT AND INVESTMENT OF MONEYS
Section 801 . Investment of Moneys . Moneys held in the
Interest Account , the Principal Account , the Construction
Account and the Reserve Account have been assigned to the
Authority to secure the City' s obligations under this Ordinance
and the City acknowledges that moneys in the Interest Account ,
the Principal Account, the Construction Account and the Reserve
Account shall be invested by the Authority, subject to the
Arbitrage Letter of Instructions , in Investment Securities in
accordance with Section 4 . 9 of the Indenture . Moneys in each
of the other funds and accounts created or ratified and
confirmed by this Ordinance may be invested by the City 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 the date when the moneys invested may be
needed for the purpose for which such fund or account was
created. All earnings on any investments held in any fund or
account shall accrue to and become a part of such fund or
account . In determining the amount held in any fund or account
under any of the provisions of this Ordinance, obligations
shall be valued at the lower of the cost or the market value
thereof . If and when the amount held in any fund or account
shall be in excess of the amount required by the provisions of
this Ordinance, the City shall direct that such excess be paid
and credited to the Revenue Fund.
So long as any of the Parity Bonds remain outstanding and
unpaid, any investments made pursuant to this Section shall be
subject to any restrictions in the Parity Ordinance with
respect to the funds and accounts created by and referred to in
the Parity Ordinance .
[End of Article VIII]
-29-
ARTICLE IX
PARTICULAR COVENANTS OF THE CITY
The City covenants and agrees with each of the Owners of
any of the Bonds that so long as any of the Bonds remain
Outstanding and unpaid:
Section 901 . Efficient and Economical Operation . The City
will continuously own and will operate the System in an
efficient and economical manner and will keep and maintain the
same in good repair and working order .
Section 902 . Rate Covenant . The City will fix, establish,
maintain and collect such rates and charges for the use and
services furnished by or through the System, including all
extensions and improvements thereto hereafter constructed or
acquired by the City, as will produce revenues sufficient to
(a) pay the costs of the operation and maintenance of the
System; (b) pay the principal of and interest on the Bonds as
and when the same become due; (c) enable the City to have in
each fiscal year Net Revenues Available for Debt Service in an
amount not less than 110 0 of the amount required to be paid by
the City in such fiscal year on account of both principal of
and interest on all System Revenue Bonds at the time
outstanding; and (d) provide reasonable and adequate reserves
for the payment of the Bonds and the interest thereon and for
the protection and benefit of the System as provided in this
Ordinance . The City will require the prompt payment of
accounts for service rendered by or through the System and will
promptly take whatever action is legally permissible to enforce
and collect delinquent charges .
Section 903 . Reasonable Charges for all Services . None of
the facilities or services provided by the System will be
furnished to any user (excepting the City itself) without a
reasonable charge being made therefor . In the event that the
revenues derived by the City from the System shall at any time
be insufficient to pay the reasonable expenses of operation and
maintenance of the System and also to pay all interest on and
principal of the Bonds as and when the same become due, then
the City will thereafter pay into the Revenue Fund a fair and
reasonable payment in accordance with effective applicable
rates and charges for all services or other facilities
furnished to the City or any of its departments by the System,
and such payments will continue so long as the same may be
necessary in order to prevent or reduce the amount of any
default in the payment of the interest on or principal of the
Bonds .
Section 904 . Annual Budget . Prior to the commencement of
each fiscal year , the director of the System or other
representative of the City designated by the governing body of
the City will cause to be prepared and filed with the City
-30-
r
Clerk a budget setting forth the estimated receipts and
expenditures of the System for the next succeeding fiscal
year . The City Clerk, promptly upon the filing of said budget
in the City Clerk' s office, will mail a copy of said budget to
the Bondowner . Said annual budget shall be prepared in
accordance with the requirements of the laws of the State and
shall contain all information as shall be required by such
laws .
Section 905 . ' Annual Audit . Annually, promptly after the
end of the fiscal year , the City will cause an audit to be made
of the System for the preceding fiscal year by a certified
public accountant or firm of certified public accountants to be
employed for that purpose and paid from the revenues of the
System. Said annual audit shall cover in reasonable detail the
operation of the System during such fiscal year .
Within 30 days after the completion of each such audit, a
copy thereof shall be filed in the office of the City Clerk,
and a duplicate copy of said audit shall be mailed to the
Bondowner . Such audits shall at all times during the usual
business hours be open to the examination and inspection by any
taxpayer, any user of the services of the System, any Owner of
any of the Bonds , or by anyone acting for or on behalf of such
taxpayer, user or Owner .
As soon as possible after the completion of such annual
audit , the governing body of the City shall review such audit,
and if any audit shall disclose that proper provision has not
been made for all of the requirements of this Ordinance and the
law under which the Bonds are issued, the City covenants and
agrees that it will promptly cure such deficiency and will
promptly proceed to increase the rates and charges to be
charged for the use and services furnished by the System as may
be necessary to adequately provide for such requirements .
Section 906 . Performance of Duties . The City will
faithfully and punctually perform all duties and obligations
with respect to the operation of the System, including all
extensions and improvements thereto, now or hereafter imposed
upon the City by the Constitution and laws of the State of
Missouri and by the provisions of this Ordinance .
Section 907 . Tax Covenants . The City will comply with the
provisions of the Code relating to the exclusion from federal
gross income of the interest on the Bonds . The City will , in
addition, adopt such other ordinances or resolutions and take
such other actions as may be necessary to comply with the Code
and with all other applicable future laws , regulations ,
published rulings and judicial decisions, in order to ensure
that the interest on the Bonds will remain excludable from
federal gross income, to the extent any such actions can be
taken by the governing body of the City.
-31-
The City covenants and agrees that it will not take any
action, or fail to take any action, if any such action or
failure to take action would adversely affect the exclusion
from gross income of the interest on the Bonds under Section
103 of the Code. 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 it will not directly
or indirectly use or permit the use of any proceeds of the
Bonds or any other funds of the City, or take or omit to take
any action that would cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code. To that end,
the City will comply with all requirements of Section 148 of
the Code to the egtent applicable to the Bonds . In the event
that at any time the City is of the opinion that for purposes
of this Section it is necessary to restrict or limit the yield
on the investment of any moneys held by the City under this
Ordinance, the City shall take such action as may be necessary.
Without limiting the generality of the foregoing, the City
agrees that there shall be paid from time to time all amounts
required to be rebated to the United States pursuant to Section
148(f) of the Code and any temporary, proposed or final
Treasury Regulations as may be applicable to the Bonds from
time to time . This covenant shall survive payment in full or
defeasance of the Bonds . The City specifically covenants to
pay or cause to be paid to the United States the rebatable
arbitrage in accordance with the Letter of Instructions .
[End of Article IX)
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ARTICLE X
ADDITIONAL BONDS
Section 1001 . Prior Lien Bonds . The City covenants and
agrees that so long as any of the Bonds remain Outstanding, the
City will not issue any debt obligations payable out of the
revenues of the System or any part thereof which are superior
in lien, security or otherwise to the Bonds .
Section 1002 . Parity Lien Bonds or Obligations . The City
covenants and agrees that so long as any of the Bonds remain
Outstanding, the City will not issue any additional bonds or
other long-term obligations payable out of the net income and
revenues of the System or any part thereof which stand on a
parity or equality with the Bonds unless the following
conditions are met :
( a) The City shall not be in default in the payment
of principal of or interest on any Bonds or the Parity
Bonds or in making any payment at the time required to be
made into the respective funds and accounts created by and
referred to in this Ordinance or any Parity Ordinance; and
(b) The City shall obtain a certificate showing
either of the following :
( 1) The average annual Net Revenues Available
for Debt Service derived by the City from the
operation of the System as set forth in the last
available audit , for the two fiscal year (s)
immediately preceding the issuance of additional bonds
shall have been equal to at least 110% of the average
amount required to be paid out of said Net Revenues
Available for Debt Service in any succeeding fiscal
year on account of both principal (at maturity or upon
mandatory redemption) and interest becoming due with
respect to all System Revenue Bonds of the City,
including the additional bonds proposed to be issued.
In determining the Net Revenues Available for Debt
Service for the purpose of this subsection, the City
may adjust said Net Revenues Available for Debt
Service by adding thereto, in the event the City shall
have made any increase in rates for the use and
services of the System and such increase shall not
have been in effect during all of the two fiscal
year�s) immediately preceding the issuance of
additional bonds, the amount of the additional Net
Revenues Available for Debt Service which would have
resulted from the operation of the System during said
two preceding fiscal year(s) had such rate increase
been in effect for the entire period; or
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(2) The estimated average annual Net Revenues
Available for Debt Service derived by the City from
the operation of the System for the two fiscal year (s)
immediately following the fiscal year in which the
improvements to the System, the cost of which is being
financed by such additional bonds, are to be in
commercial operation, as certified by the Consulting
Engineer shall be equal to at least 110% of the
average amount required to be paid out of said
revenues in any succeeding fiscal year following such
commercial operation on account of both principal (at
maturity or upon mandatory redemption) and interest
becoming due with respect to all System Revenue Bonds
of the City, including the additional bonds proposed
to be issued. In determining the amount of estimated
Net Revenues Available for Debt Service for the
purpose of this subsection, the Consulting Engineer
may adjust said estimated net revenues by adding
thereto any estimated increase in Net Revenues
Available for Debt Service resulting from any increase
in rates for the use and services which have been
approved by the City of the System.
Additional revenue bonds or other obligations of the City
issued under the conditions set forth in this Section shall
stand on a parity with the Bonds and shall enjoy complete
equality or lien on and claim against the net revenues of the
System with the Bonds, and the City may make equal provision
for payinq said bonds and the interest thereon out of the
Revenue Fund and may likewise provide for the creation of
reasonable system debt service funds and system debt service
reserve funds for the payment of such additional bonds and the
interest thereon out of moneys in the Revenue Fund.
Section 1003 . Junior Lien Bonds . Nothing in this Article
contained shall prohibit or restrict the right of the City to
issue additional revenue bonds or other revenue obligations for
the purpose of extending, improving, enlarging , repairing or
altering the System and to provide that the principal of and
interest on said revenue bonds or obligations shall be payable
out of the revenues of the System, provided at the time of the
issuance of such additional revenue bonds or obligations the
City shall not be in default in the performance of any covenant
or agreement contained in this Ordinance, and provided further
that such additional revenue bonds or obligations shall be
junior and subordinate to the Bonds so that if at any time the
City shall be in default in paying either interest on or
principal of the Bonds , or if the City shall be in default in
making any payments required to be made by it under the
provisions of paragraphs (a) , (b) , (c) and (d) of Section 702
of this Ordinance, the City shall make no payments of either
principal of or interest on said junior and subordinate revenue
bonds or obligations until said default or defaults be cured .
In the event of the issuance of any such junior and subordinate
-34-
revenue bonds or obligations, the City, subject to the
provisions aforesaid, may make provision for paying the
principal of and interest on said revenue bonds or obligations
out of moneys in the Revenue Fund.
Section 1004 . Refunding Bonds . The City shall have the
right , if it shall find it desirable, without complying with
the provisions of Section 1002 hereof to refund any of the
Bonds under the provisions of any law then available and the
refunding bonds so issued shall enjoy complete equality of
pledge with any of the Bonds which are not refunded, if any,
upon the revenues of the System; provided, however, that if
only a portion of the Bonds be refunded and if said Bonds are
refunded in such manner that the refunding bonds bear a higher
average rate of interest or become due on a date earlier than
that of the Bonds which are refunded, then said Bonds may be
refunded without complying with the provisions of Section 1002
hereof only by and with the written consent of the Owners of a
majority in principal amount of the Bonds not refunded.
[End of Article X]
-35-
ARTICLE XI
DEFAULT AND REMEDIES
Section 1101 . Acceleration of Maturity in Event of
Default . ( a) The City covenants and agrees that if ( i) it
shall default in the payment of the principal of or interest on
any of the Bonds as the same shall become due, or (ii ) if the
City or its governing body or any of the officers , agents or
employees thereof shall fail or refuse to comply with any of
the provisions of this Ordinance, the Constitution or statutes
of the State of Missouri , the Purchase Agreement or the
Revolving Fund Agreement and such default shall continue for a
period of 60 days after written notice specifying such default
shall have been given to the City by the Trustee, the
Authority, DNR or the Owner of any Bond then Outstanding , then,
at any time thereafter and while such default shall continue,
the Owners of 25o in principal amount of the Bonds then
Outstanding may, by written notice to the City filed in the
office of the City Clerk or delivered in person to said City
Clerk, declare the principal of all Bonds then Outstanding to
be due and payable immediately, and upon any such declaration
given as aforesaid, all of said Bonds shall become and be
immediately due and payable, anything in this Ordinance or in
the Bonds contained to the contrary notwithstanding . This
provision, however , is subject to the condition that if at any
time after the principal of said Outstanding Bonds shall have
been so declared to be due and payable, all arrears of interest
upon all of said Bonds, except interest accrued but not yet due
on such Bonds , and all arrears of principal upon all of said
Bonds and penalties (as provided in paragraph (b) of this
Section) shall have been paid in full and all other defaults ,
if any, by the City under the provisions of this Ordinance, the
Constitution and statutes of the State of Missouri , the
Purchase Agreement and the Revolving Fund Agreement shall have
been cured, then and in every such case the Owners of a
majority in principal amount of the Bonds then Outstanding , by
written notice to the City given as hereinbefore specified, may
rescind and annul such declaration and its consequences , but no
such rescission or annulment shall extend to or affect any
subsequent default or impair any rights consequent thereon.
(b) In the event of a default as described in paragraph
(a) of this Section, the City shall pay to DNR such penalties
as are assessed by DNR in accordance with the Regulations .
Such penalty shall be assessed as a reduction in the credit
provided in Section 702 (b) ( 1) of this Ordinance.
Section 1102 . Remedies . The provisions of this Ordinance,
including the covenants and agreements herein contained, shall
constitute a contract between the City and the Owners of the
Bonds , and the Owner or Owners of not less than 10% in
principal amount of the Bonds at the time Outstanding shall
-36-
have the right for the equal benefit and protection of all
Owners of Bonds similarly situated:
(a) by mandamus or other suit , action or proceedings
at law or in equity to enforce the rights of such Owner or
Owners against the City and its officers , agents and
employees , and to require and compel duties and obligations
required by the provisions of this Ordinance or by the
constitution and laws of the State of Missouri ;
(b) by suit, action or other proceedings in equity or
at law to require the City, its officers , agents and
employees to account as if they were the trustees of an
express trust ; and
(c) by suit, action or other proceedings in equity or
at law to enjoin any acts or things which may be unlawful
or in violation of the rights of the Owners of the Bonds .
Any amounts paid on the Bonds to the Owners thereof shall
be applied first to interest and second to principal , to the
extent due and payable.
Section 1103 . Limitation on Rights of Bondowners . No one
or more Bondowners secured hereby shall have any right in any
manner whatever by his or their action to affect , disturb or
prejudice the security granted and provided for herein, or to
enforce any right hereunder , except in the manner herein
provided, and all proceedings at law or in equity shall be
instituted, had and maintained for the equal benefit of all
Owners of such Outstanding Bonds .
Section 1104 . 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 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 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 Owners 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 Bondowner 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 Bondowner , then, and in every such case, the
City and the Owners of the Bonds shall be restored to their
former positions and rights hereunder, respectively, and all
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�.
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 1105 . No Obligation to Levy Taxes . Nothing
contained in this Ordinance shall be construed as imposing on
the City any duty or obligation to levy any taxes either to
meet any obligation incurred herein or to pay the principal of
or interest on the Bonds .
[End of Article XI]
-38-
ARTICLE XII
DEFEASANCE
Section 1201 . Defeasance. When all of the Bonds shall
have been paid and discharged, then the requirements contained
in this Ordinance and the pledge of revenues 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 , or other bank or trust company located in the
State of Missouri , having full trust powers and meeting the
requirements of a successor Trustee under the Indenture
impressed with a first lien to the Paying Agent for the benefit
of the Bondowners , at or prior to the maturity or redemption
date of said Bonds, in trust for and irrevocably appropriated
thereto , moneys and/or non-callable Defeasance Securities
which, together with the interest to be earned on any such
obligations , as evidenced by the written report of an
independent certified public accountant , will be sufficient for
the payment of the principal of said Bonds, the redemption
premium thereon, if any, and interest to accrue 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, however , that if any
such Bonds shall be redeemed prior to the maturity thereof , ( i )
the City shall have elected to redeem such Bonds, and ( ii )
either notice of such redemption shall have been given, or the
City shall have given irrevocable instructions to the paying
agent to redeem such Bonds . Any moneys and obligations which
at any time shall be deposited with the Paying Agent or other
bank by or on behalf of the City, for the purpose of paying and
discharging any of the Bonds , shall be and are hereby assigned,
transferred and set over to the Paying Agent or other bank in
trust for the respective Owners of the Bonds , and such moneys
shall be and are hereby irrevocably appropriated to the payment
and discharge hereof . All moneys deposited with the Paying
Agent or other bank shall be deemed to be deposited in
accordance with and subject to all of the provisions contained
in this Ordinance.
[End of Article XII ]
-39-
ARTICLE XIII
AMENDMENTS
Section 1301 . Amendments . The rights and duties of the
City and the Bondowner, 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 Bondowner, DNR and the Trustee, such consent to
be evidenced by an instrument or instruments executed by such
parties 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 :
(a) extend the maturity of any payment of principal
or interest due upon any Bond;
(b) effect a reduction in the amount which the City
is required to pay by way of principal of or interest on
any Bond;
(c) permit the creation of a lien on the revenues of
the System prior or equal to the lien of the Bonds or
additional bonds hereafter issued on a parity with the
Bonds as hereinbefore provided;
(d) permit preference or priority of any Bonds over
any other Bonds ; or
(e) reduce the percentage in principal amount of
Bonds required for the written consent to any modification
or alteration of the provisions of this Ordinance .
Any provision of the Bonds or of this Ordinance may,
however, be amended or modified by ordinance duly adopted by
the governing body of the City at any time in any respect with
the written consent of the Owners of all of the Bonds at the
time Outstanding .
Any and all modifications made in the manner hereinabove
provided shall not become effective until there has been filed
with the City Clerk a copy of the ordinance of the City
hereinabove provided for, duly certified, as well as proof of
any required consent to such modification by the 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.
[End of Article XIII]
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ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401 . Further Authority. The officers of the
City, including the Mayor , the City Clerk and the City Manager ,
shall be, and they hereby are, authorized and directed to
execute all documents and take such actions as they may deem
necessary or advisable in order to carry out and perform the
purposes of this Ordinance and to make ministerial alterations ,
changes or additions in the foregoing agreements , statements ,
instruments and other documents herein approved, authorized and
confirmed which they may approve and the execution or taking of
such action shall be conclusive evidence of such necessity or
advisability.
Section 1402 . 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 1403 . Governing Law. This Ordinance shall be
governed exclusively by and constructed in accordance with the
applicable laws of the State .
Section 1404 . Effective Date. This Ordinance shall take
effect and be in full force ten ( 10) days from and after its
passage by the City Council .
PASSED by the City Council of the City of Cape Girardeau,
Missouri , this �(,�V day of December, 1991 .
� _ � � �
'� ��v _ ,�,�"
M�yo r
(Seal)
' ATTEST:
. � � �O!
City Clerk
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SCHEDULE I TO ORDINANCE NO. 1122
l . Maturity Schedule - Section 203 .
SERIAL BONDS
Maturity Principal Interest
June 1 Amount Rate
1995 $ 65, 000 5 . 40%
1996 70 , 000 5 . 60
1997 75 , 000 5 . 80
1998 80 , 000 6 . 00
1999 80, 000 6 . 20
2000 85 , 000 6 . 30
2001 95 , 000 6 . 40
2002 100, 000 6 . 50
2003 105 , 000 6 . 60
TERM BONDS
Maturity Principal Interest
June 1 Amount Rate
2014 $1, 745 , 000 6 . 875%
2 . Purchase Price of the Bonds - Section 210 .
The Bonds shall be sold to the Bondowner at the purchase
price of 100% of the principal amount of the Bonds .
3 . Mandatory Redemption - Section 301 .
Principal
June 1 Amount
2004 $110 , 000
2005 120 , 000
2006 130 , 000
2007 135 , 000
2008 145 , 000
2009 155 , 000
2010 165 , 000
2011 175 , 000
2012 190 , 000
2013 205 , 000
2014* 215 , 000
*Final Maturity
4 . Costs of Issuance - Section 601 : $91, 868 . 50 .
C a p e G i r a r d e a u
V CERTIFICATE
I , the undersigned, City Clerk of the City of Cape
Girardeau, Missouri , hereby certify that the above and
foregoing constitutes a full , true and correct copy of
Ordinance No . ( 1�2 duly adopted by the City Council of the
City at a meeting duly and specially held, after proper notice
thereof , on December ��, 1991; that said Ordinance has not been
modified, amended or repealed, and is in full force and effect
as of the date hereof ; and that the same is on file in my
office .
WITNESS my hand and official seal this � � t� day of
December,
1991 .
�,�,�.c. Q �.�e..
(Seal) City Clerk
EXHIBIT B
THE PROJECT
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• EXHIBIT C
FORM OF REQUISITION (Form SRF-Ol)
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EXHIBIT D
PROJECTED ELIGIBLE COSTS
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. EXHIBIT E
FEDERAL REQUIREMENTS
ENVIRONMENTAL:
Archeological and Historic Preservation Act of 1974 , PL 93-291
Clean Air Act, 42 U. S.C. 7506(c)
Coastal Barrier Resources Act , 16 U. S .C. 3501 et seq.
Coastal Zone Management Act of 1972 , PL 92-583 , as amended
Endangered Species Act 16 U. S.C. 1531 , et seq .
Executive Order 11593 , Protection and Enhancement of the
Cultural Environment
Executive Order 11988 , Floodplain Management
Executive Order 11990 , Protection of Wetlands
Farmland Protection Policy Act, 7 U. S . C . 4201 et seq.
Fish and Wildlife Coordination Act , PL 85-624 , as amended
National Historic Preservation Act of 1966 , PL 89-665 , as
amended
Safe Drinking Water Act , section 1424 (e) , PL 92-523 , as amended
Wild and Scenic Rivers Act , PL 90-542 , as amended
ECONOMIC:
Demonstration Cities and Metropolitan Development Act of 1966 ,
• PL 89-754, as amended
Section 306 of the Clean Air Act and Section 508 of the Clean
water Act, including Executive Order 11738 , Administration of
the Clean Air Act and the Federal Water Pollution Control Act
with Respect to Federal Contracts , Grants , or Loans
Small Business Administration Reauthorization and Amendment Act
of 1988, Section 129 of Public Law 100-590
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SOCIAL LEGISLATION:
Age Discrimination Act , PL 94-135
Civil Rights Act of 1964 , PL 88-352
Section 13 of PL 92-500 ; Prohibition against sex discrimination
under the Federal Water Pollution Control Act
Executive Order 11246 , Equal Employment Opportunity
Executive Order 11625 and 12138 , Women ' s and Minority Business
Enterprise
Rehabilitation Act of 1973 , PL 93-112 ( including Executive
Orders 11914 and 11250)
MISCELLANEOUS AUTHORITY:
Uniform Relocation and Real Property Acquisition Policies Act
of 1970 , PL 91-646
Executive Order 12549 - Debarment and Suspension
Davis/Bacon Act
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