Chapter 8
CONTENTS
ARTICLE I. IN GENERAL
§ 8-1. Fiscal year.
§ 8-2. Depository.
§ 8-3. Financial statement.
§§ 8-4 to 8-8. Reserved.
ARTICLE II. BONDS
DIVISION 1. SEWERAGE SYSTEM GENERAL OBLIGATION BONDS
ISSUE OF 2/1/73 (AUTHORIZED BY VOTERS ON APRIL 6, 1971)
§ 8-9. $57,000 (of an authorized $57,000) in Bonds issued.
§ 8-10. Bonds and coupons; form of.
§ 8-11. Bonds to be registered with state auditor.
§ 8-12. Tax levied to retire bonds and interest.
§ 8-13. Tax collection; manner of.
§ 8-14. Duty of city treasurer.
§ 8-15. Bonds to be executed.
§§ 8-16 to 8-18. Reserved.
DIVISION 2. WATER-SEWER SYSTEM REVENUE BONDS
(AUTHORIZED BY VOTERS ON APRIL 4, 1972)
§ 8-19. Cost estimates.
§ 8-20. $125,000 in Bonds issued ($17,500 refund and $107,500 new).
§ 8-21. Execution of bonds; manner of.
§ 8-22. Bonds and coupons; form of.
§ 8-23. Bonds are callable.
§ 8-24. Bonds to be retired by water-sewer system revenues.
§ 8-25. Proceeds to be deposited in Water-Sewer Construction Fund.
§ 8-26. Revenues to be deposited in Water-Sewer Revenue Fund.
§ 8-27. Sinking Fund.
§ 8-28. Payments into the Sinking Fund.
§ 8-29. Reserve Fund.
§ 8-30. Replacement and Extension Fund.
§ 8-31. Surplus revenues.
§ 8-32. Insufficient revenues; procedure to follow.
§ 8-33. Responsibilities of city to bondholders.
§ 8-34. Records.
§ 8-35. Requirements for issuance of additional Water-Sewer Revenue Bonds.
§ 8-36. Default.
§ 8-37. Provisions of ordinance to apply.
§ 8-38. Amendments.
§ 8-39. Severability.
§§ 8-40 to 8-42. Reserved.
DIVISION 3. GENERAL OBLIGATION WATERWORKS
SYSTEM BONDS – $125,000 SERIES 1984
§ 8-43. Definitions.
§ 8-44. Authorization of and security for the Bonds.
§ 8-45. Description of the Bonds, designation of Paying Agent and Bond Registrar.
§ 8-46. Method and place of payment of principal of and interest on the Bonds.
§ 8-47. Execution, authentication and delivery of the Bonds.
§ 8-48. Registration, transfer and exchange of Bonds.
§ 8-49. Persons deemed owners of Bonds.
§ 8-50. Mutilated, lost, stolen or destroyed Bonds.
§ 8-51. Cancellation and destruction of Bonds upon payment.
§ 8-52. Redemption of Bonds prior to stated maturity.
§ 8-53. Form of Bonds.
§ 8-54. Disposition of Bond proceeds.
§ 8-55. Arbitrage covenant.
§ 8-56. Levy and collection of annual tax.
§ 8-57. Transfer of funds to Paying Agent and Bond Registrar.
§ 8-58. Defeasance.
§§ 8-59. Reserved.
DIVISION 4. COMBINED WATERWORKS AND SEWERAGE
SYSTEM REVENUE BONDS – $967,000 SERIES A
(AUTHORIZED ON AUGUST 29, 2011)
§ 8-60. Definitions.
§ 8-61. Authorization of Bonds.
§ 8-62. Redemption of Bonds.
§ 8-63. Security for Bonds.
§ 8-64. Creation of Funds and Accounts; Deposit and Application of Bond Proceeds.
§ 8-65. Application of Revenues.
§ 8-66. Deposit and Investment in Moneys.
§ 8-67. General Covenants and Provisions.
§ 8-68. Additional Bonds and Obligations.
§ 8-69. Default and Remedies.
§ 8-70. Defeasance.
§ 8-71. Miscellaneous Provisions.
§ 8-72. Form of Bonds.
§§ 8-73 to 8-99. Reserved.
ARTICLE III. PROCUREMENT POLICY
§ 8-100. Purchasing agent designated.
§ 8-101. Duties generally.
§ 8-102. Gifts and rebates.
§ 8-103. Purchase orders.
§ 8-104. Purchasing and competitive bidding.
§ 8-105. Notice defined.
§ 8-106. Bid opening procedure.
§ 8-107. Lowest qualified bidder.
§ 8-108. Justification of award.
§ 8-109. Tie bids.
§ 8-110. Open market procedure.
§ 8-111. Emergency purchases.
§ 8-112. Exemptions from procurement procedures.
§ 8-113. Surplus property.
§ 8-114. Announcement and method of sale.
§ 8-115. Minimum bid requirement and rejection of bids.
§§ 8-116 to 8-120. Reserved.
Chapter 8
FINANCE
ARTICLE I
IN GENERAL
Sec. 8-1. Fiscal year.
Each fiscal year shall commence on the firstday of July and end on the last day of June following. (§301.005, 1978 Code)
Sec. 8-2. Depository.
The board of aldermen may at its first regular meeting in either the months of January, April, July or October of each year select a depository for the funds of the city for such length of time and under such rules and regulations as said board may by ordinance prescribe; provided always, that such depository shall be a bank in corporation or an individual banker or trust company doing business within the city; and provided further, however, that if such depository cannot be selected, or such satisfactory arrangements made, the board of aldermen shall have the power and authority to loan said funds of the city upon the same terms and under the same conditions as provided by law for the loaning of county and school moneys. (§301.009, 1978 Code)
Sec. 8-3. Financial statement.
The board of aldermen may semiannually in January and July of each year make out and spread upon their records a full and detailed account and statement of the receipts and expenditures and indebtedness of the city for the half year ending December 31st and June 30th, preceding the date of such report, which account and statement may be published in some newspaper in the city, provided however, should there be no newspaper published in the City of Vienna, then said statement may be published in the next nearest newspaper published in the county in which the City of Vienna is situated. (§301.017, 1978 Code)
Secs. 8-4 to 8-8. Reserved.
ARTICLE II
BONDS
DIVISION 1. SEWERAGE SYSTEM GENERAL
OBLIGATION BONDS ISSUE OF 2/1/73 (AUTHORIZED BY
VOTERS ON APRIL 6, 1971)
Sec. 8-9. $57,000 (of an Authorized $57,000) in Bonds issued.
(a) That for the purpose of constructing a sanitary sewerage system for said city, there shall be issued and hereby are issued Sewerage System Bonds of the City of Vienna, Missouri, in the total principal amount of $57,000.
(b) Said issue shall consist of 57 bonds, numbered from 1 to 57, inclusive, said bonds being in the denomination of $1,000 each. All of said bonds shall be dated February 1, 1973, and said bonds shall become due serially on February 1 in each year, without option of prior payment, and shall bear interest as follows:
| NUMBERS | TOTAL | MATURITY FEBRUARY 1 | MATURITY INTEREST |
|---|---|---|---|
| 1 | $1,000 | 1974 | 5% |
| 2 – 3 | 2,000 | 1975 | 5% |
| 4 – 5 | 2,000 | 1976 | 5% |
| 6 – 7 | 2,000 | 1977 | 5% |
| 8 – 9 | 2,000 | 1978 | 5% |
| 10 – 11 | 2,000 | 1979 | 5% |
| 12 – 13 | 2,000 | 1980 | 5% |
| 14 – 16 | 3,000 | 1981 | 5% |
| 17 – 19 | 3,000 | 1982 | 5% |
| 20 – 22 | 3,000 | 1983 | 5 1/4% |
| 23 – 25 | 3,000 | 1984 | 5 1/4% |
| 26 – 28 | 3,000 | 1985 | 5 1/4% |
| 29 – 31 | 3,000 | 1986 | 5 1/4% |
| 32 – 34 | 3,000 | 1987 | 5 1/4% |
| 35 – 37 | 3,000 | 1988 | 5 1/4% |
| 38 – 41 | 4,000 | 1989 | 5 1/4% |
| 42 – 45 | 4,000 | 1990 | 5 1/4% |
| 46 – 49 | 4,000 | 1991 | 5 1/4% |
| 50 – 53 | 4,000 | 1992 | 5 1/4% |
| 54 – 57 | 4,000 | 1993 | 5 1/4% |
Bonds numbered 1 to 19, inclusive, shall bear interest at the rate of five percent (5%) per annum; bonds numbered 20 to 37, inclusive, shall bear interest at the rate of five and one-quarter percent (5 1/4%) per annum; bonds numbered 38 to 49, inclusive, shall bear interest at the rate of five and one-half percent (5 1/2%) per annum; and bonds numbered 50 to 57, inclusive, shall bear interest at the rate of five and three-quarters percent (5 3/4%) per annum.
Interest on said bonds shall be payable February 1, 1974 and thereafter semiannually on August 1 and February 1 in each year.
Both principal of and interest on said bonds
shall be payable in lawful money of the United States of America at the Maries
County Bank, in the City of Vienna, Missouri. (§383.005, 1978 Code)
Sec. 8-10. Bonds and coupons; form of.
Said bonds shall be executed in the form and shall contain recitals substantially as follows:
No. __________ $1,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
COUNTY OF MARIES
CITY OF VIENNA
SEWERAGE SYSTEM BOND
KNOW ALL MEN BY THESE PRESENTS: That the City of Vienna, in the County of Maries, State of Missouri, hereby acknowledges itself to be indebted and, for value received, hereby promises to pay to bearer the sum of
ONE THOUSAND DOLLARS
on the first day of February, 19___, with interest thereon from the date hereof at the rate of _________________ percent (_____%) per annum, payable February 1, 1974, and thereafter semiannually on August 1 and February 1 in each year, on presentation and surrender of the annexed interest coupons as they severally become due, both principal of and interest on this bond being payable in lawful money of the United States of America; and both principal of and interest on this bond are hereby made payable at the Maries County Bank, in the City of Kansas City, Missouri. And said City of Vienna, Missouri, is held and firmly bound by these presents, and the full faith, credit and resources of said City are hereby irrevocably pledged for the prompt payment of said principal and interest at maturity.
This bond is one of a series of 57 bonds of like date and tenor, excepting number, interest rate and maturity, aggregating the principal amount of $57,000 issued by said city for the purpose of constructing a sanitary sewerage system for said city, in full compliance with the constitution and laws of the State of Missouri, and pursuant to an election duly held in said city on April 6, 1971, at which election more than two-thirds of the legal voters of said city voting at said election voted in favor of the issuance of said bonds, and ordinances duly passed and proceedings duly held by the board of aldermen and approved by the mayor of said city.
And it is hereby declared and certified that all acts, conditions and things required by law to be done and to exist precedent to and in the issuance of this bond have been properly done and performed and do exist in due and regular form and manner as required by the constitution and laws of the State of Missouri; that a direct annual tax upon all of the taxable tangible property situated in said city has been levied for the payment of the principal and interest of this bond as they fall due, and that the total indebtedness of said city, including this bond and the series of which it is one, does not exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the City of Vienna, Missouri, has executed this bond by causing it to be signed by its mayor and attested by its city clerk, and its corporate seal to be hereto affixed, and has caused the annexed interest coupons to be executed with the facsimile signatures of said officers, and this bond to be dated this first day of February, 1973.
____________________________
Mayor
ATTEST:
____________________________
City Clerk
(FORM OF COUPON)
| First Coupon for 12 Months due February 1,1974 | Other Coupons for 6 Months due August 1 and February 1 | |
|---|---|---|
| Bonds 1 – 19 | $50.00 | $25.00 |
| 20 – 37 | 52.50 | 26.25 |
| 38 – 49 | 55.00 | 27.50 |
| 50 – 57 | 57.50 | 28.75 |
No. __________ $ __________
On the first day of February/August, 19_______, the City of Vienna, Missouri, promises to pay to bearer the sum of ______________ dollars and _____ cents at the Maries County Bank, in the City of Vienna, Missouri, in lawful money of the
United States of America, being __________ months’ interest due on that date on its Sewerage System Bond, dated February 1, 1973, No. _____.
_________(facsimile)________
Mayor
ATTEST:
_________(facsimile)_________
City Clerk
OFFICE OF THE STATE AUDITOR
STATE OF MISSOURI )
) SS.
JEFFERSON CITY )
I, the undersigned, State Auditor of Missouri, do hereby certify that all the conditions of the laws of the State of Missouri have been complied with in the issuance of the within bond, and that all the conditions of the contract under which it was ordered to be issued have been complied with, the evidence of which is on file in my office; and I further certify that this bond has been duly registered in my office in compliance with the laws of the State of Missouri.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of my office at Jefferson City, this _____ day of ______________, 1973. ______________________________
State Auditor of Missouri
By _____________________________
Deputy State Auditor
(§383.007, 1978 Code)
Sec. 8-11. Bonds to be registered with state auditor.
When said bonds have been executed as aforesaid, they shall be submitted to the state auditor for registration as provided by law, and when duly registered, they shall be delivered to the Maries County Bank, Vienna, Missouri, the purchaser thereof, upon payment of the purchase price. (§383.009, 1978 Code)
Sec. 8-12. Tax levied to retire bonds and interest.
That for the purpose of providing for the payment of the interest and principal of said $57,000 of Sewerage System Bonds of the City of Vienna, Missouri, as they fall due, there is hereby levied upon all of the taxable tangible property situated in the City of Vienna, Missouri, a direct annual ad valorem tax sufficient to produce the following amounts for use in the following years:
| INTEREST | PRINCIPAL | |||
|---|---|---|---|---|
| YEAR | FEBRUARY 1 | AUGUST 1 | FEBRUARY | TOTAL |
| 1974 | $3,015.00 | $1,482.50 | $1,000 | $5,497.50 |
| 1975 | 1,482.50 | 1,432.50 | 2,000 | 4,915.00 |
| 1976 | 1,432.50 | 1,382.50 | 2,000 | 4,815.00 |
| 1977 | 1,382.50 | 1,332.50 | 2,000 | 4,715.00 |
| 1978 | 1,332.50 | 1,282.50 | 2,000 | 4,615.00 |
| 1979 | 1,282.50 | 1,232.50 | 2,000 | 4,515.00 |
| 1980 | 1,232.50 | 1,182.50 | 2,000 | 4,415.00 |
| 1981 | 1,182.50 | 1,107.50 | 3,000 | 5,290.00 |
| 1982 | 1,107.50 | 1,032.50 | 3,000 | 5,140.00 |
| 1983 | 1,032.50 | 953.75 | 3,000 | 4,986.75 |
| 1984 | 953.75 | 875.00 | 3,000 | 4,828.75 |
| 1985 | 875.00 | 796.25 | 3,000 | 4,671.25 |
| 1986 | 796.25 | 717.50 | 3,000 | 4,513.75 |
| 1987 | 717.50 | 638.75 | 3,000 | 4,356.25 |
| 1988 | 638.75 | 560.00 | 3,000 | 4,198.75 |
| 1989 | 560.00 | 450.00 | 4000 | 5,010.00 |
| 1990 | 450.00 | 340.00 | 4000 | 4,790.00 |
| 1991 | 340.00 | 230.00 | 4000 | 4,570.00 |
| 1992 | 230.00 | 115.00 | 4000 | 4,345.00 |
| 1993 | 115.00 | — | 4000 | 4,115.00 |
(§383.011, 1978 Code)
Sec. 8-13. Tax collection; manner of.
That the taxes above levied shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner that other city taxes are levied and collected, and the proceeds derived from said taxes shall be used exclusively for the payment of the principal and interest of the bonds herein authorized. (§383.013, 1978 Code)
Sec. 8-14. Duty of city treasurer.
The city treasurer is hereby authorized to forward to the Maries County Bank, in Vienna, Missouri, sums sufficient to pay both principal and interest of said bonds and interest coupons as the same become due, and also to pay the usual and customary bank collection charges made by banks throughout the United States of America for the collection of principal and interest. (§383.015, 1978 Code)
Sec. 8-15. Bonds to be executed.
Said bonds shall be signed by the mayor and attested by the city clerk of said city, and shall have the corporate seal of the city affixed thereto, and interest coupons shall be attached to said bonds, which coupons shall bear the facsimile signatures of the city clerk and mayor of said city. (§383.017, 1978 Code)
Secs. 8-16 to 8-18. Reserved.
ARTICLE II
BONDS
DIVISION 2. WATER-SEWER SYSTEM REVENUE BONDS
(AUTHORIZED BY VOTERS ON APRIL 4, 1972)
(Voters approved the issuance of $170,000 in Bonds – $19,500 to retire existing Waterworks Revenue Bond and $150,500 to improve the Water-Sewer System.)
Sec. 8-19. Cost estimates.
(a) That the board of aldermen of the City of Vienna, Missouri, hereby recites, finds, and determines that an estimate of the cost of improving and extending the combined waterworks and sewerage system of said city by constructing a sewerage system has been made, the amount of such estimate being $760,580.00.
(b) That said improvements and extensions to the combined waterworks and sewerage system of said city shall be constructed in accordance with the plans and specifications therefore prepared by the city’s consulting engineer, heretofore approved by the board of aldermen 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 city’s consulting engineer and approved by the board of aldermen. (§384.003, 1978 Code)
Sec. 8-20. $125,000 in Bonds issued ($17,500 refund and $107,500 new).
(a) That for the purpose of extending and improving the combined waterworks and sewerage system of said city by constructing a sewerage system and paying, retiring and refunding $17,500 principal amount of Waterworks Revenue Bonds of said city now outstanding, there is hereby authorized and directed to be issued the interest bearing Combined Waterworks and Sewerage System Revenue Bonds of the City of Vienna, Missouri, in the principal amount of $125,000, said Bonds to be payable solely from the net income and revenues arising from the operation of the combined waterworks and sewerage system of the city, as hereinafter provided.
(b) That the issue of Combined Waterworks and Sewerage System Revenue Bonds in whatever form issued shall be dated as of the date of their sale and delivery to the purchaser and full payment is made therefor, which date shall not be prior to July 1, 1975. Said Bonds shall become due and shall bear interest as follows:
| PRINCIPAL AMOUNT | MATURITY JULY 1 | ANNUAL INTEREST RATE |
|---|---|---|
| $2,000 | 1978 | 5% |
| $2,000 | 1979 | 5% |
| $2,000 | 1980 | 5% |
| $2,000 | 1981 | 5% |
| $2,000 | 1982 | 5% |
| $2,000 | 1983 | 5% |
| $2,000 | 1984 | 5% |
| $2,000 | 1985 | 5% |
| $2,000 | 1986 | 5% |
| $2,000 | 1987 | 5% |
| $2,000 | 1988 | 5% |
| $3,000 | 1989 | 5% |
| $3,000 | 1990 | 5% |
| $3,000 | 1991 | 5% |
| $3,000 | 1992 | 5% |
| $3,000 | 1993 | 5% |
| $3,000 | 1994 | 5% |
| $4,000 | 1995 | 5% |
| $4,000 | 1996 | 5% |
| $4,000 | 1997 | 5% |
| $4,000 | 1998 | 5% |
| $4,000 | 1999 | 5% |
| $5,000 | 2000 | 5% |
| $5,000 | 2001 | 5% |
| $5,000 | 2002 | 5% |
| $5,000 | 2003 | 5% |
| $6,000 | 2004 | 5% |
| $6,000 | 2005 | 5% |
| $6,000 | 2006 | 5% |
| $6,000 | 2007 | 5% |
| $6,000 | 2008 | 5% |
| $7,000 | 2009 | 5% |
| $7,000 | 2010 | 5% |
The Bonds shall be either coupon Bonds or fully registered Bonds without coupons as hereinafter provided, as designated by the original purchaser of the Bonds.
The Bonds shall be numbered from 1 consecutively upward in order of maturity. Serial numbers on each fully registered Bond shall be preceded by the letter “R” so as to distinguish between coupon Bonds and fully registered Bonds. Coupon Bonds shall be in the denomination of $1,000 or multiples thereof. Registered Bonds without coupons shall be in any denomination requested by the holder not to exceed the aggregate principal amount of Bonds purchased or surrendered for exchange. Coupon Bonds shall bear interest from their date. Registered Bonds shall bear interest from the effective date of registration, which date shall be set forth on the registration blank provided on the Bond. Interest shall be payable annually on July 1 of each year and, at the option of the purchaser, interest only may be payable in annual installments for not more than five years after the date of said Bond and thereafter both principal and interest may be payable in one annual installment calculated in an amount necessary to pay both the principal and the interest on said Bond from its date to its maturity.
Coupon Bonds and the interest thereon shall be payable to bearer in lawful money of the United States of America upon presentation and surrender of such Bonds or interest coupons as they respectively become due at St. Louis Union Trust Company, St. Louis, Missouri, said bank being hereby designated as the city’s paying agent for the payment of the principal of and interest on the coupon Bonds herein authorized and referred to herein as the “Paying Agent.”
The principal of and interest on fully registered Bonds without coupons shall be payable by check or draft in lawful money of the United States of America made payable to the order of the registered owner of said Bonds by the treasurer of said city who shall act as Bond Registrar for all such registered Bonds and shall keep in his office a record of all such registered Bonds.
The original purchaser of any subsequent owner of said Bonds may designate a place certain that the principal and interest of the Bonds shall be payable, other than the Paying Agent for coupon Bonds or the Bond Registrar for registered Bonds hereinbefore designated. Such designation shall be made by registered or certified mail addressed to the mayor of said city and mailed not less than 40 days prior to any due date of principal. Said Bonds shall be subject to redemption and payment prior to the stated maturity thereof only as provided in Section 8-23 of this Division. (§384.005, 1978 Code)
Sec. 8-21. Execution of Bonds; manner of.
(a) The Bonds, including any Bonds issued in exchange or as substitutions for the Bonds initially delivered, shall be executed for and on behalf of the city by the signature of the mayor and attested by the clerk of said city under the seal of said city. Any interest coupons attached to said Bonds representing the interest thereon shall bear the facsimile signatures of said mayor and clerk.
(b) The mayor and clerk of the City of Vienna, Missouri, are hereby authorized and directed to prepare and execute the Combined Waterworks and Sewerage System Revenue Bonds herein authorized and to cause the delivery of said Bonds to the purchaser thereof in the form designated by him in writing and delivered to the city clerk and accept payment of the purchase price as provided by written agreement between the purchaser and the city; provided, however, the city shall deposit in escrow with the paying agents for said $17,500 principal amount of outstanding Waterworks Revenue Bonds of said city, dated March 1, 1954, sums sufficient to redeem and pay said outstanding bonds, including accrued interest and premiums on March 1, 1975, concurrently with the payment by the purchaser to the city of the purchase price for the $125,000 principal amount of Combined Waterworks and Sewerage System Revenue Bonds herein authorized and said Combined Waterworks and Sewerage System Revenue Bonds shall be delivered to the purchaser only after the payment, retirement and surrender of said Waterworks Revenue Bonds, dated March 1, 1954. Upon the payment, retirement and surrender of said Waterworks Bonds and all interest coupons pertaining thereto, said Waterworks Revenue Bonds and all interest coupons pertaining thereto shall be cancelled, destroyed and rendered valueless and proper evidence of the cancellation and destruction of said Bonds and coupons shall be filed in the office of the city clerk.(§384.009, 1978 Code)
Sec. 8-22. Bonds and coupons; form of.
All coupon Bonds issued or exchanged, the interest coupons attached thereto and all fully registered Bonds issued or exchanged shall be in substantially the following form:
(FORM OF COUPON BOND)
No. _____ $ _______
UNITED STATES OF AMERICA
STATE OF MISSOURI
COUNTY OF MARIES
CITY OF VIENNA
COMBINED WATERWORKS AND SEWERAGE SYSTEM
REVENUE BOND
KNOW ALL MEN BY THESE PRESENTS: That the City of Vienna, Missouri, for value received, hereby promises to pay out of the funds hereinafter specified, to the bearer, the sum of
__________ DOLLARS
in lawful money of the United States of America, on the first day of July, 19___, with interest thereon from the date hereof at the rate of five percent (5%) per annum, payable July 1, 1976, and thereafter annually on July 1 in each year until the said principal sum shall have been paid, upon presentation and surrender of the annexed interest coupons as they severally become due. Both principal of and interest on this Bond are hereby made payable at the office of St. Louis Union Trust Co., in the City of St. Louis, Missouri (herein referred to as the “Paying Agent”).
The Bonds are not subject to redemption prior to July 1, 1986. Each of the Bonds of the series of which this Bond is one maturing on July 1, 1987 through July 1, 2010, inclusive, including installments of principal of fully registered Bonds maturing on said dates, is subject to redemption and payment at the option of said city in whole or in part on July 1, 1986, or on any interest payment date thereafter, at the par value thereof plus accrued interest thereon to the date fixed for redemption and payment without premium as follows:
Redemption Period
(Dates Inclusive)
All of said Bonds becoming due in the years 1987 to 2010, inclusive.
All Bonds so called for redemption will cease to bear interest on the specified redemption date provided funds or securities in which such funds are invested for their redemption are on deposit with the Paying Agent prior to the redemption date and shall no longer be entitled to the benefits and protection of the covenants contained in the ordinance authorizing this Bond and shall not be deemed to be outstanding under the provisions of said ordinance.
In the event any of the Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed will be given by publication at least once in a financial journal published in New York, New York, not more than sixty days nor less than thirty days before the date fixed for such payment, and thirty days’ notice in writing shall be given to the Paying Agent before the date so fixed for such redemption; provided, however, that said published notice of redemption need not be given in the event that all of the Bonds to be so redeemed are held by a single owner, and notice in writing by certified or registered mail is given to such owner not more than sixty days nor less than thirty days before the date so fixed for redemption. Prior to the date fixed for redemption, funds shall be deposited with the Paying Agent sufficient to pay the principal amount of the Bonds called for redemption and accrued interest thereon.
Both principal of and interest on this Bond are hereby made payable in any coin or currency which, on the respective dates of payment of principal and interest, is legal tender for the payment of debts due the United States of America.
This Bond is one of a series of Bonds aggregating the principal amount of $125,000, $17,500 principal amount of said bonds or the proceeds thereof to be used for the purpose of paying, retiring or refunding an equal principal amount of waterworks revenue bonds of said city now outstanding, and the remaining $107,500 principal amount of said bonds to be used for the purpose of extending and improving the combined waterworks and sewerage system of said city by constructing a sewerage system, said sewerage system to be a part of said combined waterworks and sewerage system and is issued pursuant to the Constitution and laws of the State of Missouri, including particularly Sections 250.010 to 250.250, inclusive, Revised Statutes of Missouri, 1969, and pursuant to an election duly held in said city on April 4, 1972, at which more than four-sevenths of the qualified voters of said city voting on the proposition voted in favor of the issuance of said Bonds, and pursuant to the ordinances duly passed and proceedings duly had by the board of aldermen of said city.
The principal and interest on this Bond are payable only from the net income and revenues arising from the operation of the combined waterworks and sewerage system of said city, after providing for costs of operation, maintenance, depreciation and necessary extensions and enlargements, including income and revenues derived from extensions and improvements of said combined waterworks and sewerage system hereafter constructed or acquired by such city, and neither this Bond nor the interest hereon shall be payable in whole or in part out of the funds raised by taxation. The governing body of said city pledges such net income and revenues to the payment of both principal and interest on this Bond. This Bond shall not be or constitute a general obligation of the city, nor shall it constitute an indebtedness of such city within the meaning of any constitutional or statutory limitation. This Bond herein authorized shall constitute a first claim upon the said net income and revenues of said combined waterworks and sewerage system, according to the terms of this Bond and the authorizing ordinance. Under the terms of such ordinance the city has the right to issue additional parity bonds payable from the same sources and secured by the same revenues as this Bond, provided, however, such additional bonds will be so issued only in accordance with and subject to the covenants, conditions and restrictions relating thereto set forth in said ordinance.
Said city hereby covenants with the holder of this Bond to keep and perform all covenants and agreements contained in the ordinance of said city authorizing the issue of Combined Waterworks and Sewerage System Revenue Bonds of said city of which this Bond is a part, and said city will fix, establish, maintain and collect such rates, fees, or charges for the services furnished by or through the combined waterworks and sewerage system of said city, including all extensions and improvements thereto hereafter constructed or acquired by said city, as will produce income and revenues sufficient to provide funds to pay the cost of the operation and maintenance of said combined waterworks and sewerage system and to pay the principal of and interest on this Bond as and when the principal and interest on same become due, and to provide adequate reserves therefore.
This Bond may be surrendered by the holder hereof, with all unmatured coupons attached, to the Bond Registrar, in exchange for an equal aggregate principal amount of fully registered Bonds without coupons, subject to the conditions and upon the payment of the charges provided in the Bond Ordinance. In like manner, subject to such conditions and upon payment of such charges, the owner of any fully registered Bond or Bonds without coupons may surrender the same (together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney), in exchange for an equal aggregate principal amount of coupon Bonds with appropriate coupons attached, in any denomination authorized by the ordinance authorizing this Bond consistent with the schedule of maturities set out therein.
This Bond is negotiable. To the extent provided in the aforesaid ordinance authorizing the issuance of this Bond, the provisions of this Bond, or of said ordinance, including any amendment or supplement thereto, may be modified or amended by the city only with the written consent of the holders and it shall not be necessary to note hereon any reference to such modification or amendment. Any holder or prospective purchaser or holder of this Bond, shall have the right to examine the provisions of said ordinance and any and all of its amendments or supplements. A copy of said ordinance, and of any and all of its amendments and supplements, will, so long as this Bond is outstanding, be kept on file in the office of the clerk of said city and will be made available for examination as aforesaid, and upon payment of the reasonable cost of preparing the same a certified copy of such amendment or supplement of ordinance will be sent by the said clerk to any such bondholder or prospective purchaser or holder of this Bond.
It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Bond, in order to make the same a legal and binding obligation of said city according to its terms, do exist, have happened and have been performed in due time, form and manner as required by law, and that before the issuance of this Bond provision has been duly made for the collection and segregation of the income and revenues of the combined waterworks and sewerage system of said city, including the income and revenues of extensions and improvements to said combined waterworks and sewerage system hereafter constructed or acquired, and for the application of the same for the purpose of paying the cost of the operation and maintenance of such combined waterworks and sewerage system and to the payment of the principal of and interest on this Bond, as and when the payments become due, and to provide adequate reserves therefore. The city hereby covenants and agrees that there will be prompt payment of the principal and interest installments on this Bond, and that there will be faithful performance in due time and manner of each and every official act necessary therefore, and the city hereby pledges said net income and revenues of the combined waterworks and sewerage system for the payment of this Bond as aforesaid, and covenants that no other or prior pledge of or claim upon said income and revenues has been made or exists.
IN WITNESS WHEREOF, the City of Vienna, Missouri has caused this Bond to be signed by its mayor and its corporate seal to be hereto affixed, attested by its clerk, and the annexed interest coupons to be executed with the facsimile signatures of said officers, and this Bond to be dated ___________ .
________________________________
Mayor
ATTEST:
________________________
City clerk
(FORM OF COUPON)
No. ______ $ ________
On the first day of July, 19___,/20___, the City of Vienna, Missouri, will pay bearer, wholly and only from the net income and revenues arising from the operation of the combined waterworks and sewerage system of said city, after providing for costs of operation, maintenance, depreciation, and necessary extensions and enlargements, the sum of __________, at the office of St. Louis Union Trust Co. in the City of St. Louis, Missouri, being _______ months’ interest due on that date on its Combined Waterworks and Sewerage System Revenue Bond dated ____________, No. ____.
_________(facsimile)_________
Mayor
ATTEST:
_________(facsimile)_________
City Clerk
(FORM OF FULLY REGISTERED BOND)
$125,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
COUNTY OF MARIES
CITY OF VIENNA
COMBINED WATERWORKS AND SEWERAGE SYSTEM
REVENUE BOND
_____________________________________
KNOW ALL MEN BY THESE PRESENTS: That the City of Vienna, Missouri (hereinafter referred to as the “City”), for value received hereby promises to pay, but only from the net income and revenues arising from the operation of the combined waterworks and sewerage system owned exclusively by said city, to the United States of America acting through the Farmers Home Administration, United States Department of Agriculture, or its registered assigns, the sum of
ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS
and to pay interest thereon from the effective date of registration (which date is set forth on the last page of this Bond) at the rate of five percent (5%) per annum, payable July 1, 1976, and thereafter annually on July 1 in each year on the unpaid principal balance until paid in full.
The principal of and interest on this Bond shall be payable in installments as follows:
Interest only shall be payable annually on July 1, 1976 and July 1, 1977 and thereafter both principal of and interest on this Bond shall become due in installments of $7,812 on July 1, 1978 and annually thereafter on July 1 until the principal and interest are fully paid except that the final installment of the entire remaining principal and interest on this Bond, if not sooner paid, shall be due and payable on July 1, 2010.
Every payment made on any indebtedness evidenced by this Combined Waterworks and Sewerage System Revenue Bond shall be applied first to accrued interest and then to principal.
This Bond is not subject to redemption prior to July 1, 1986. This Bond, including installments of principal of this Bond, is subject to redemption and payment at the option of said city in whole or in part on July 1, 1986, or on any interest payment date thereafter, at the par value thereof plus accrued interest thereon to date fixed for redemption and payment without premium.
If this Bond or any installment of principal of this Bond be called for redemption as aforesaid, interest on this Bond or on such installments of principal of this Bond will cease on the specified redemption date provided funds or securities in which such funds are invested for such redemption are on deposit with the Bond Registrar prior to the redemption date and if all of the unpaid installments of principal of this Bond be called for redemption, this Bond shall no longer be entitled to the benefits and protection of the covenants contained in the ordinance authorizing this Bond and shall not be deemed to be outstanding under the provisions of said ordinance.
In the event this Bond be called for redemption in whole or in part as aforesaid, notice thereof identifying this Bond and the installments of principal of this Bond called for redemption will be given by notice in writing sent by certified or registered mail addressed to the registered owner not more than sixty days and not less than thirty days before the date so fixed for redemption. Prior to the date fixed for redemption funds shall be deposited with the Bond Registrar sufficient to pay this Bond or the installments of principal of this Bond called for redemption and accrued interest thereon.
During such time as this Bond is outstanding and unpaid, interest and principal installment payments accruing on this Bond, except for the final payment of the entire indebtedness, shall be payable without presentation of this Bond at the office of the city treasurer in the City of Vienna, Missouri (herein referred to as the “Bond Registrar”). Final payment of the entire indebtedness evidenced by this Bond shall be payable upon presentation and surrender of this Bond at the office of the Bond Registrar, in the City of Vienna, Missouri, or at such other place as may be designated by the owner by registered or certified mail, addressed to the mayor of said city, mailed not less than 40 days prior to an installment payment due date.
Both principal of and interest on this Bond are hereby made payable in any coin or currency which, on the respective dates of payment of principal and interest, is legal tender for the payment of debts due the United States of America.
The principal of this Bond or the proceeds hereof is to be used for the purpose of paying, retiring, or refunding $17,500 principal amount of Waterworks Revenue Bonds of said city now outstanding and the remaining $107,500 principal amount of this Bond is to be used for the purpose of extending and improving the combined waterworks and sewerage system by constructing a sewerage system, said sewerage system to be a part of said combined waterworks and sewerage system and is issued pursuant to the constitution and laws of the State of Missouri, including particularly Sections 250.010 to 250.250, inclusive, Revised Statutes of Missouri, 1969, and pursuant to an election duly held in said city on April 4, 1972, at which more than four-sevenths of the qualified voters of said city voting on the proposition voted in favor of the issuance of said Bond, and pursuant to the ordinances duly passed and proceedings duly had by the board of aldermen of said city.
The principal and interest on this Bond are payable only from the net income and revenues arising from the operation of the combined waterworks and sewerage system of said city, after providing for costs of operation, maintenance, depreciation and necessary extensions and enlargements, including income and revenues derived from extensions and improvements of said combined waterworks and sewerage system hereafter constructed or acquired by such city, and neither this Bond nor the interest hereon shall be payable in whole or in part out of the funds raised by taxation. The governing body of said city pledges such net income and revenues to the payment of both principal and interest on this Bond. This Bond shall not be or constitute a general obligation of the city, nor shall it constitute an indebtedness of such city within the meaning of any constitutional or statutory limitation. This Bond shall constitute a first claim upon the said net income and revenues of said combined waterworks and sewerage system according to the terms of this Bond and the authorizing ordinance. Under the terms of such ordinance the city has the right to issue additional parity bonds payable from the same sources and secured by the same revenues as this Bond, provided, however, such additional bonds will be so issued only in accordance with and subject to the covenants, conditions and restrictions relating thereto set forth in said ordinance.
Said city hereby covenants with the holder of this Bond to keep and perform all covenants and agreements contained in the ordinance of said city authorizing this issue of Combined Waterworks and Sewerage System Revenue Bonds of said city, and said city will fix, establish, maintain and collect such rates, fees, or charges for the services furnished by or through the combined waterworks and sewerage system of said city, including all extensions and improvements thereto hereafter constructed or acquired by said city, as will produce income and revenues sufficient to provide funds to pay the cost of the operation and maintenance of said combined waterworks and sewerage system and to pay the principal of and interest on this Bond as and when the principal and interest on same become due, and to provide adequate reserves therefore.
This Bond shall be registered as to principal and interest on the registration books of the city kept by the city treasurer, as Bond Registrar, upon presentation hereof at such office and the notation of such registration endorsed hereon by the Bond Registrar, and this Bond may thereafter be transferred only on such books, by the registered owner in person or by duly authorized attorney, and evidence of such transfer shall be in like manner endorsed hereon. Such registration may be to bearer, and thereby transferability by delivery shall be restored, subject, however, to successive registrations and transfers as before. The principal and interest on this Bond, unless registered to bearer, shall be payable only to the registered owner or his legal representative.
Subject to the conditions and upon the payment of the charges provided in the bond ordinance, the owner of this Bond may surrender the same (together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney), in exchange for an equal aggregate principal amount of coupon Bonds with appropriate coupons attached, in any denomination authorized by the ordinance authorizing this Bond consistent with the schedule of maturities set out therein.
This Bond is negotiable. This Bond shall be registered and transferred in accordance with the provisions printed on this Bond and subject to the terms and conditions set forth in the authorizing ordinance. During the time this Bond is registered to bearer, each successive holder of this Bond is conclusively presumed to forego and renounce his equities in favor of subsequent holders for value without notice and agree that this Bond may be transferred by delivery by any persons having possession hereto, howsoever such possession may have been acquired, and that any holder who shall have taken this Bond from any person for value and without notice, thereby has acquired absolute title thereto, free from any defenses enforceable against any prior holder and free from all equities and claims of ownership of any such prior holder, and the city and its officials and the Bond Registrar hereinabove named shall not be affected by any notice to the contrary. To the extent provided in the aforesaid ordinance authorizing the issuance of this Bond, the provisions of this Bond, or of said ordinance, including any amendment or supplement thereto, may be modified or amended by the city only with the written consent of the holders and it shall not be necessary to note hereon any reference to such modification or amendment. Any holder or prospective purchaser or holder of this Bond shall have the right to examine the provisions of said ordinance and any and all of its amendments or supplements. A copy of said ordinance, and of any and all of its amendments and supplements, will, so long as this Bond is outstanding, be kept on file in the office of the clerk of the city and will be made available for examination as aforesaid, and upon payment of the reasonable cost of preparing the same a certified copy of such amendment or supplement or of said ordinance will be sent by the said clerk to any such bondholder or prospective purchaser or holder of this Bond.
It is hereby certified, recited, and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Bond, in order to make the same a legal and binding obligation of said city according to the terms thereof, do exist, have happened and have been performed in due time, form and manner as required by law, and that before the issuance of this Bond provision has been duly made for the collection and segregation of the income and revenues of the combined waterworks and sewerage system of said city, including the income and revenues of extensions and improvements to said combined waterworks and sewerage system hereafter constructed or acquired, and for the application of the same for the purpose of paying the cost of the operation and maintenance of such combined waterworks and sewerage system and to the payment of the principal of and interest on this Bond, as and when the payments become due, and to provide adequate reserves therefore. The city hereby covenants and agrees that there will be prompt payment of the principal and interest installments on this Bond, and that there will be faithful performance in due time and manner of each and every official act necessary therefore, and the city hereby pledges said net income and revenues of the combined waterworks and sewerage system for the payment of this Bond as aforesaid, and covenants that no other or prior pledge of or claim upon said income and revenues has been made or exists.
IN WITNESS WHEREOF, the City of Vienna, Missouri, has executed this Bond by causing it to be signed by its mayor and attested by its clerk, and its corporate seal to be hereto affixed and this Bond to be dated _______________ .
___________________________
Mayor
ATTEST: _______________________________
City Clerk
The following forms shall be printed on a separate page being the last page of said Bond and shall be a part of said Bond:
PROVISIONS FOR REGISTRATION
(No writing to be placed hereon except by Bond Registrar)
This Bond shall be registered on the books of the city kept by the city treasurer, as Bond Registrar, at such office in the City of Vienna, Missouri, upon presentation hereof to the Bond Registrar who shall make notations of such registration in the registration blank below, and this Bond may thereafter be transferred only upon a duly executed assignment of the registered holder or his legal representative in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such books and endorsed hereon by the Bond Registrar. If the last transfer recorded on the registration books shall be to bearer, the principal and interest on this Bond shall be payable to bearer and it shall be in all respects negotiable, but this Bond shall again be subject to successive registrations and transfers as before. This Bond, unless registered to bearer, shall be payable only to or upon the order of the registered holder or his legal representative.
DATE OF NAME OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
_____________________ United States of America __________________
_____________________ acting through the Farmers
_____________________ Home Administration, City Treasurer
_____________________ United States Department City of Vienna,
_____________________ of Agriculture Missouri
__, 19___. The effective date of registration of this Bond is _____
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto _____________________________ the within Combined Waterworks and Sewerage System Revenue Bond, dated ______________ of the City of Vienna, Missouri, and hereby authorized the transfer to this Bond on the registration books of the Bond Registrar.
Dated _________________________ .
________________________________
IN THE PRESENCE OF ____________________________
(§384.011, 1978 Code)
Sec. 8-23. Bonds are callable.
(a) The coupon Bonds, and the respective installments of principal corresponding thereto, in the case of fully registered Bonds, shall be subject to redemption or prepayment prior to maturity at the option of the city, as follows:
(1) The Bonds are not subject to redemption prior to July 1, 1986, except as hereinafter provided.
(2) Each of said Bonds, and the respective installments of principal corresponding thereto in the case of a fully registered Bond, shall be subject to redemption and payment at the option of the city, in whole or in part, on July 1, 1986, or on any interest payment date thereafter at the par value of said Bond; plus accrued interest thereon to the date fixed for redemption and payment without premium as follows:
Redemption Period
(Dates Inclusive)
All of said Bonds becoming due in the years 1987 to 2010, inclusive.
Bonds to be redeemed pursuant to this paragraph shall be redeemed in inverse order of maturity.
Any of the Bonds subject to redemption may be redeemed or prepaid at the option of the city on any interest payment date prior to their respective maturities, either in whole or in part, and if in part, in the inverse order of the numbers of the Bonds in the case of coupon Bonds, and in the inverse order of the maturity dates of said principal installments in the case of fully registered Bonds, upon payment of the principal amount of the Bonds or of the principal installments thereof to be redeemed, without premium, plus accrued interest on such principal amount to the date fixed for redemption.
(b) Notice of intention to redeem (including, when only a portion of the Bonds is to be redeemed, the numbers of such Bonds, or principal installments thereof) shall be given by or on behalf of the city by publication in a financial journal published in the City of New York, New York, at least once not more than sixty (60) days nor less than thirty (30) days, before the date fixed for such payment\ and thirty (30) days’ notice in writing shall be given to the Paying Agent before the date so fixed for such redemption; provided, however, that such published notice of redemption need not be given in the event that all of the Bonds to be so redeemed are held by a single owner or all of said Bonds being redeemed are registered as herein provided with none registered to bearer and notice in writing shall be given by certified or registered mail to such single or registered Bond owner not more than sixty (60) days nor less than thirty (30) days before the date so fixed for redemption. Prior to the date fixed for redemption, funds shall be deposited with the Paying Agent or the Bond Registrar in the case of registered Bonds, sufficient to pay the principal amount of the Bonds called for redemption and accrued interest thereon. Upon the happening of the above conditions, said Bonds thus called shall not bear interest after the call date, and except for the purpose of payment, shall no longer be protected by this Ordinance. If no Bonds payable to bearer are to be redeemed, published notice of such redemption need not be given. (§384.013, 1978 Code)
Sec. 8-24. Bonds to be retired by Water-Sewer System Revenues.
That the principal of and interest on the Combined Waterworks and Sewerage System Revenue Bonds of the city herein authorized shall be payable solely from the net income and revenues arising from the operation of the combined waterworks and sewerage system owned by said city, including income arising from extensions and improvements to said combined waterworks and sewerage system hereafter constructed or acquired, which net income and revenues for the payment of such principal and interest are hereby irrevocably pledges by the city. Neither said Bonds nor the interest thereon shall be payable in whole or in part out of funds raised by taxation; such Bonds shall not be or constitute a general obligation of said city, nor shall they constitute an indebtedness of said city within the meaning of any constitutional or statutory limitation. The Bonds shall constitute a claim upon the said net income and revenues of said combined waterworks and sewerage system according to the terms of this Ordinance. (§384.015, 1978 Code)
Sec. 8-25. Proceeds to be deposited in Water-Sewer Construction Fund.
The principal amount received from the sale of said Bonds shall be deposited in a separate fund to be known and hereafter referred to as the “Combined Waterworks and Sewerage System Construction Fund’ with some bank or banks which are insured by the Federal Deposit Insurance Corporation and shall be used by said city solely for the purpose of paying and retiring the $17,500 principal amount of Waterworks Revenue Bonds of said city dated March 1, 1954, and for the purpose of extending and improving the combined waterworks and sewerage system of said city by constructing a sewerage system, said sewerage system to be a part of said combined waterworks and sewerage system, as herein provided; provided, however, that withdrawals from said fund shall be made only for the purpose within the scope of this Ordinance and only for such purposes as shall have been previously specified in a signed certificate of purpose filed with and approved by the purchaser of said Bonds. Any sum received by said city on account of accrued interest on said Combined Waterworks and Sewerage System Construction Fund shall be deposited in the Sinking Fund. Any excess Bond proceeds remaining in the Combined Waterworks and Sewerage System Construction Fund after completion of construction and not required to pay unpaid costs of construction shall be used for the prepayment of the principal of said Bonds. (§384.017, 1978 Code)
Sec. 8-26. Revenues to be deposited in Water-Sewer Revenue Fund.
There is hereby created in the treasury of the city a special fund and it is hereby ordered that a separate bank account be established for the purpose of handling all income, revenues and expenses of the combined waterworks and sewerage system owned and operated by said city to be known and hereafter referred to as the “Combined Waterworks and Sewerage System Revenue Fund” and so long as any principal of the Combined Waterworks and Sewerage System Revenue Bonds of said city herein authorized remains outstanding and unpaid, said city covenants and agrees that it will maintain said Combined Waterworks and Sewerage System Revenue Fund and that all of the income and revenues of the combined waterworks and sewerage system of said city, including all income and revenues of all extensions and improvements thereto hereafter constructed or acquired, will be paid into said Combined Waterworks and Sewerage System Revenue Fund and that the same will not be mingled with the other funds of said city. The current expenses of the sewerage system as hereinafter defined, shall be paid by said city from month to month as a first charge against the Combined Waterworks and Sewerage System Revenue Fund as the same become due and payable. Such current expenses shall include all reasonable and necessary costs of operating, repairing, maintaining and insuring the combined waterworks and sewerage system but shall exclude depreciation and payments into the Sinking Fund, Bond Reserve Fund, and Replacement and Extension Fund provided for by the terms of this Ordinance. The city covenants and agrees that the current expenses of the operation and maintenance of the combined waterworks and sewerage system in any year shall not exceed the reasonable and necessary amounts therefore.
All moneys held in said Combined Waterworks and Sewerage System Revenue Fund and in the special funds and accounts created and maintained under the terms and provisions of the Ordinance shall be kept on deposit in separate bank accounts in a bank or banks which are insured by the Federal Deposit Insurance Corporation. (§384.019, 1978 Code)
Sec. 8-27. Sinking Fund.
There is hereby created in the treasury of the city a principal and interest sinking fund for the payment of the Combined Waterworks and Sewerage System Revenue Bonds herein authorized and the interest thereon, said fund to be known and hereinafter referred to as the “Sinking Fund.” So long as the Combined Waterworks and Sewerage System Revenue Bonds herein authorized remain outstanding and not paid in full, said city covenants and agrees that it will maintain such Sinking Fund and establish and maintain the same as a separate bank account and will administer the same in accordance with all of the provisions contained in this Ordinance subject to any provisions of the statutes of the State of Missouri applicable thereto; provided that said moneys may be used for the purpose of paying not more than twenty-four months’ interest on advance construction loans made by the original purchaser of said Bonds prior to their delivery to said original purchaser and the receipt of full payment of the purchase price by the City. (§384.021, 1978 Code)
Sec. 8-28. Payments into the Sinking Fund.
So long as any of the principal of the Combined Waterworks and Sewerage System Revenue Bonds, herein authorized, remains unpaid, the city will, out of the Combined Waterworks and Sewerage System Revenue Fund hereinbefore created, pay each month the current expenses of the operation and maintenance of the combined waterworks and sewerage system and after making provision for the payment of the estimated current expenses of operating and maintaining said combined waterworks and sewerage system for the next ensuing month, said city will pay into the Sinking Fund, hereinbefore created, at monthly intervals, on the first day of the month following one full calendar month’s operation of the combined waterworks and sewerage system of the city, all remaining moneys in said Combined Waterworks and Sewerage System Revenue Fund until such time as the funds accumulated therein are sufficient to pay the next installment of interest and principal becoming due (together with sums sufficient to pay the charges of the fiscal agent, if any, for paying the same).
The amounts required to be paid, as aforesaid, into said Sinking Fund shall be used by said city for the sole purpose of paying the interest on and principal of the Bonds herein authorized; provided, however, that said city may use the moneys in said Sinking Fund for the purpose of prepayment of the entire remaining principal and interest balance on said Bonds in the manner hereinbefore specified. (§384.023, 1978 Code)
Sec. 8-29. Reserve Fund.
There is hereby created in the treasury of said city, to be kept and maintained as a separate bank account, a special fund to be known and hereafter referred to as the “Bond Reserve Fund.” Said city covenants and agrees that as long as any of the principal or interest of the Combined Waterworks and Sewerage System Revenue Bonds herein authorized remains unpaid, it will maintain said Fund, and that it will, after making the payments hereinbefore provided, pay into said Bond Reserve Fund the remaining moneys derived from operation of said combined waterworks and sewerage system (which amount shall be not less than $800 in each operating year) until there has accumulated in said Fund the sum of not less than $8,000 either in cash or in the then current market or redemption value of any investment authorized by the terms of this Ordinance. After there has accumulated in said Bond Reserve Fund the sum of $8,000 no further deposits shall be required, but if any moneys in said Fund are used for any purpose herein authorized, said city shall thereafter resume said deposits until there accumulates the sum of $8,000 in said Fund. Moneys in said Bond Reserve Fund shall be used for the purpose of paying the principal of and interest on the Bonds herein authorized, if the moneys in said Sinking Fund are insufficient to pay the same as the same become due. No moneys in said Bond Reserve Fund shall be used for the purpose of prepayment of principal of the Bonds herein authorized, unless the entire remaining unpaid principal balance of said Bonds is paid. (§384.025, 1978 Code)
Sec. 8-30. Replacement and Extension Fund.
After making all payments, transfers and deposits provided for by Sections 8-24, 8-25, 8-26, and 8-27* of this Ordinance there shall be created in the treasury of the City a “Replacement and Extension Fund.” So long as any of the principal or interest of the Combined Waterworks and Sewerage System Revenue Bonds of the city remains unpaid, the city covenants and agrees to maintain said Fund and establish and maintain the same as a separate bank account and to deposit in said Fund and bank account, from and after its creation, monthly, on the first day of each month, all remaining moneys in said Combined Waterworks and Sewerage System Revenue Fund until such time as the Funds in said Replacement and Extension Fund, including the current market value of any investments authorized by the terms of this Ordinance, shall aggregate the principal amount of $8,000. Said Replacement and Extension Fund shall be expended and used, upon appropriate certification to the treasurer of the city, solely to pay the cost of any unusual or extraordinary maintenance, repairs or replacements, exclusive of any current expenses, or for the purpose of paying the cost of the extensions or improvements to the combined waterworks and sewerage system which will either enhance its revenue producing capacity or provide a higher or better degree of service or for the purpose of replacing or repairing portions of the system or major items of the plant and equipment which have been either fully depreciated and are worn out or have become obsolete, uneconomical or inefficient. In the event the available balances in the Sinking Fund shall on any interest or principal payment date be insufficient to pay the next maturing installment on the principal of and interest on said Bonds and to maintain the Bond Reserve Fund in the required amount, the treasurer of said city shall immediately transfer from said Replacement and Extension Fund such amounts as are necessary to eliminate the deficiencies in said Sinking Fund and said Bond Reserve Fund. Whenever any moneys in said Replacement and Extension Fund are used for any purpose authorized by this Ordinance, the city covenants and agrees to resume said monthly payments until said Replacement and Extension Fund aggregates the principal amount of $8,000. (§384.027, 1978 Code)
*NOTE: Possibly the Ordinance should refer to Sections 8-25, 8-26, 8-28 and 8-29.
Sec. 8-31. Surplus Revenues.
After making all payments, transfers and deposits provided for by Section 8-24, 8-25, 8-26 and 8-27* of this Ordinance, any surplus remaining thereafter in said Combined Waterworks and Sewerage System Revenue Fund may be expended by the city for the purpose of prepaying principal of the Combined Waterworks and Sewerage System Revenue Bonds herein authorized in the manner herein authorized, or for extending and improving the combined waterworks and sewerage system, but for no other purpose. (§384.029, 1978 Code)
*NOTE: Possibly the Ordinance should refer to Sections 8-25, 8-26, 8-28, 8-29 and 8-30.
Sec. 8-32. Insufficient revenues; procedure to follow.
If at any time the net income and revenues derived by the city from the operation of its combined waterworks and sewerage system shall be insufficient to make any payment on the date or dates hereinbefore specified the city shall make good the amount of such deficiency by making additional payments out of the first available net income and revenues thereafter received by the city from the operation of its combined waterworks and sewerage system.
Cash moneys in the funds established by this Ordinance shall be kept in a bank or banks which are insured by the Federal Deposit Insurance Corporation. The cash moneys held in the Sinking Fund, Bond Reserve Fund, and Replacement and Extension Fund may be invested by the city if permitted by law, in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States Government which have a fixed redemption value or become due within five years from the date of purchase and which may readily be converted into cash. Investment income derived from any fund shall remain a part of such fund and shall be used only for the purposes for which such funds may be used unless otherwise specifically provided in this Ordinance. (§384.031, 1978 Code)
Sec. 8-33. Responsibilities of city to Bondholders.
The city covenants with each of the holders of said Combined Waterworks and Sewerage System Revenue Bonds that so long as any of the said Bonds remain outstanding and unpaid:
(a) The city will fix, establish, maintain and collect such rates, fees or charges for the services furnished by or through the combined waterworks and sewerage system of the city, including all extensions and improvements thereto hereafter constructed or acquired by the city, as will produce income and revenues sufficient to provide funds to pay the cost of the operation and maintenance of said combined waterworks and sewerage system, and to pay the principal of and interest on said Combined Waterworks and Sewerage System Revenue Bonds as principal and interest on the same become due, and to provide for the establishment of reasonable reserves as hereinbefore specified.
(b) None of the facilities or services afforded by the combined waterworks and sewerage system of the city will be furnished to any user of the combined waterworks and sewerage system without a reasonable charge being made therefore.
(c) The city will not mortgage, pledge or otherwise encumber its combined waterworks and sewerage system or any part thereof or any improvement, betterment or extension thereto, or the revenues therefrom, except as provided herein, nor will it sell, lease, or otherwise dispose of said combined waterworks and sewerage system or any material part thereof.
(d) The city will maintain in good repair and working order the combined waterworks and sewerage system of said city and will operate the same in an efficient manner and at a reasonable cost, provided, however, that the city may abandon or cease to operate any portion of the combined waterworks and sewerage system which has become nonproductive or otherwise unusable to the advantage of the city.
(e) The city will carry and maintain a reasonable amount of all-risk insurance on its combined waterworks and sewerage system in amounts which would normally be carried by a private corporation engaged in a similar type of business, and in the event of loss or damage, the city will use the proceeds of such insurance in reconstructing and replacing the property damaged or destroyed, or, if such reconstruction or replacement be unnecessary, said proceeds will be deposited in the Bond Reserve Fund hereinabove created. The city, in operating its combined waterworks and sewerage system will carry and maintain public liability and workmen’s compensation insurance in such amount or amounts as would normally be maintained by a private corporation engaged in a similar type of business. All of the costs of such insurance shall be paid as an operating cost out of the income and revenues of the combined waterworks and sewerage system of said city. All employees of the city handling the funds and accounts of the city’s combined waterworks and sewerage system shall be bonded at all times in an amount equal to the total funds in their possession or custody at any one time.
(f) The city will furnish to the holder of said Bonds, annually, upon request, an operating budget of income and expenses. The city will keep proper books, records and accounts in which complete and correct entries will be made of all transactions relating to the combined waterworks and sewerage system of the city. Said books will be kept by the city according to standard accounting practices as applicable to the operation of utilities by municipalities. Such books, records and accounts, at least once a year, shall be properly audited by an independent public accountant employed for such purpose. The city will furnish any holder of the Bonds, herein authorized, on the written request of such holder, and not more than sixty (60) days after the close of each fiscal year, a complete report of such audit covering in reasonable detail the operation of said combined waterworks and sewerage system during said year. Any such holder shall have the right at all reasonable times to inspect the combined waterworks and sewerage system of the city and all books, records, accounts and data of the city relating thereto.
(g) As long as any of the Bonds herein authorized remain outstanding and unpaid, the city will not issue any additional bonds or other obligations having an equal or parity claim on the revenues arising from the operation of said combined waterworks and sewerage system or any part thereof, unless the net revenues, such net revenues being defined as the gross income less only the reasonable expenses of operation, maintenance and repair of such system but before any other payments or charges, for the fiscal year next preceding the issuance of additional bonds, shall have been equal to at least 120% of the average annual debt service requirements required to be paid out of said income in any succeeding fiscal year on account of both principal and interest becoming due with respect to all combined waterworks and sewerage system revenue obligations of the city, including the additional revenue bonds proposed to be issued, PROVIDED HOWEVER, that this restriction shall not apply to parity bonds of the city being issued to complete the project for which the Bonds authorized by this Bond Ordinance are being issued. Junior lien bonds may be issued by the city at any time without restriction.
Additional Combined Waterworks and Sewerage System Revenue Bonds of the city (other than junior lien bonds) issued under the conditions hereinbefore in this Section set forth shall stand on a parity with the Bonds herein authorized and shall enjoy complete equality of lien upon or claim against the revenues of the city’s combined waterworks and sewerage system with the Bonds herein authorized, and the city may make equal provision for paying said Bonds and the interest thereon out of the “Combined Waterworks and Sewerage System Revenue Fund” and may likewise provide for the creation of a reasonable “Sinking Fund” and a reasonable “Bond Reserve Fund” for the payment of such additional bonds and the interest thereon out of the moneys in said “Combined Waterworks and Sewerage System Revenue Fund.”
(h) The city will punctually perform all duties with respect to the operation of its combined waterworks and sewerage system imposed upon the city by the constitution and laws of the State of Missouri. (§384.035, 1978 Code)
Sec. 8-34. Records.
The city covenants that it will, as long as any of the Bonds herein authorized remain outstanding, keep at the office of the Bond Registrar books for the registration of Bonds as herein provided. Fully registered Bonds without coupons shall be made payable to the registered owner. Title to any coupon Bond and to any coupons shall pass by delivery as negotiable instruments payable to bearer.
Each fully registered Bond shall be transferable only upon the books maintained by the Bond Registrar by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such registered Bond and the payment of any fee, tax or governmental charge, the Bond Registrar shall issue in the name of the transferee a new registered Bond or Bonds or, at the option of the transferee, coupon Bond or Bonds, with appropriate coupons attached, of the same aggregate principal amount and maturity as the surrendered Bond, in any denomination herein authorized.
Coupon Bonds, upon surrender thereof to the Bond Registrar with all unmatured coupons attached, may, at the option of the holder thereof, and upon payment by such holder to the Bond Registrar of any fee, tax or governmental charge required to be paid, be exchanged for an equal aggregate principal amount of fully registered Bonds in any denomination herein authorized.
Fully registered Bonds, upon surrender thereof to the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his duly authorized attorney, may, at the option of the registered owner thereof, and upon payment by such registered owner to the Bond Registrar of any fee, tax or governmental charge required to be paid, be exchanged for an equal aggregate principal amount of coupon Bonds of the same maturity with appropriate coupons attached, or of registered Bonds of the same maturity, in any denomination herein authorized.
Registered Bonds may be converted or reconverted to coupon Bonds and coupon Bonds may be converted or reconverted to registered Bonds without limitation as to the number of times said conversion or reconversion may be requested by the owner or holder and carried out by the Bond Registrar.
The city, the Bond Registrar 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 and redemption price, if any, of and interest on said Bond and for all other purposes, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the city nor the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary, but such registration may be changed as herein provided.
The city, the Bond Registrar and the Paying Agent may deem and treat the bearer of any Bond which shall not at the time be registered and any coupon appertaining to any Bond, as the absolute owner of such Bond and coupon, as the case may be, whether such Bond or coupon shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever and neither the city nor the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary.
In all cases in which the privilege of exchanging Bonds or transferring registered Bonds is exercised, the Bond Registrar shall endorse and deliver Bonds in accordance with the provisions of this Ordinance. All Bonds and coupons surrendered in any such exchanges or transfers shall be held by the Bond Registrar pending any further exchange or transfer. For every such exchange or transfer of Bonds, the Bond Registrar may make a charge to the bondholder sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or transfer.
Neither the city nor the Bond Registrar shall be required to register, transfer, or exchange Bonds for a period of ten (10) days next preceding an interest payment date on the Bonds or to register, transfer, or exchange any Bonds called for redemption. (§384.037, 1978 Code)
Sec. 8-35. Requirements for issuance of additional Water-Sewer Revenue Bonds.
(See Section 8-33) (§384.039, 1978 Code)
Sec. 8-36. Default.
The city hereby agrees that in the event that said city shall default in the payment of an installment on the Bonds herein authorized, after the same shall become due, whether at maturity or upon call for redemption and in the event that such default shall continue for a period of thirty (30) days, or in the event that said city or the governing body or officers, agents or employees thereof shall fail or refuse to comply with any of the provisions of this Ordinance or of the statutes of the State of Missouri, then, at any time thereafter and while such default shall continue, the holder of the Bonds herein authorized may, by written notice to said city, sent by United States registered or certified mail to the clerk of said city or delivered in person to the mayor or clerk of said city, declare the remaining principal of the Bonds herein authorized to be due and payable immediately, and upon any such declaration given as aforesaid, the entire principal of said Bonds shall become and be immediately due and payable, anything in this Ordinance or in said Bonds contained to the contrary notwithstanding. This provision, however, is subject to the condition that if at any time after the principal of said Bonds shall have been so declared to be due and payable, all arrears of interest upon said Bonds, except interest accrued but not yet due on such Bonds and all arrears of principal of said Bonds shall have been paid in full, and all other defaults, if any, by the city under the provisions of this Ordinance and under the provisions of the statutes of the State of Missouri shall have been cured, then and in every such case, the holder of the Bonds herein authorized, 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. (§384.041, 1978 Code)
Sec. 8-37. Provisions of Ordinance to apply.
The provisions of this Ordinance shall constitute a contract between the city and the holders of the Bonds herein authorized and any holder of such Bonds may, by suit, action, mandamus, injunction or other proceedings, either at law or in equity, enforce or compel performance of all duties and obligations required by this Ordinance to be done or performed by said city. Nothing contained in this Ordinance, however, shall be construed as imposing on such city any duty or obligation to levy any tax either to meet any obligation contained herein or to pay the principal of or interest on the Bonds herein authorized. (§384.043, 1978 Code)Sec. 8-38. Amendments.
The provisions of the Bonds authorized under this Ordinance and the provisions of this Ordinance may be modified or amended at any time by the city with the written consent of the holders, or the insurer, of not less than seventy-five percent (75%) in the aggregate principal amount of the Bonds which are then outstanding and unpaid; provided, however, that no such modification or amendment shall permit, or be construed as permitting, (a) extension of maturity of the principal of or interest on any Bonds issued hereunder, or (b) a reduction in the principal amount of any Bond or the rate of interest thereon, or (c) a reduction n the aggregate principal amount of Bonds, the consent of all the holders or insurer of which is required for any such amendment or modification. However, any provision of the Bonds or the Ordinance may be modified or amended with the written consent of the holders and the insurer of all of the Bonds then outstanding and unpaid. Every amendment or modification of the provisions of the Bonds or of this Ordinance, to which the written consent of the bondholders and the Government as insurer is given, as above provided, shall be expressed in an Ordinance adopted by said city amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified copy of every such amendatory or supplemental Ordinance, if any, and a certified copy of this Ordinance shall always be kept on file in the office of the clerk of said city, and shall be made available for inspection by the holder or the government as insurer of any Bond or a prospective purchaser or holder of any Bond authorized by this Ordinance, and upon payment of the reasonable cost of preparing the same, a certified copy of such amendatory or supplement ordinance or of this Ordinance will be sent by said clerk to any such bondholder or insurer or prospective bondholder. It shall not be necessary to note on any of the outstanding Bonds any reference to such amendment or modification, if any. (§384.045, 1978 Code)
Sec. 8-39. Severability.
It is hereby declared that the sections, subsections, sentences, clauses and all other parts of this Ordinance, whether large or small, are severable and are not matters of mutually essential inducement, it being the purpose of said city to provide funds for paying, retiring or refunding waterworks revenue bonds of said city now outstanding, and extending and improving the combined waterworks and sewerage system of said city by constructing a sewerage system as hereinbefore provided, and to do so in compliance in all respects with the constitution and laws of the State of Missouri, and if any one or more sections, subsections, sentences, clauses, or other parts of this Ordinance shall for any reason be questioned in any court or shall be adjudged unconstitutional or invalid, such judgment shall not impair or invalidate the remaining provisions of this Ordinance and such judgment shall be confined in its operation to the specific provision or provisions so held unconstitutional or invalid, and the same shall not be taken to affect or prejudice in any way the remaining provisions of this Ordinance. (§384.049, 1978 Code)
Secs. 8-40 to 8-42. Reserved.
ARTICLE II
BONDS
DIVISION 3. GENERAL OBLIGATION WATERWORKS
SYSTEM BONDS- $125,000 – SERIES 1984
Sec. 8-43. Definitions.
In addition to the words and terms otherwise defined herein, unless the context shall clearly indicate some other meaning, the words and terms defined in this Section shall for all purposes of this Ordinance have the respective meanings specified in this Section, to wit:
“Bondholder” and “Holder” mean a person in whose name a Bond is registered in the Bond Register.
“Bond Register” means the register and all accompanying records kept by the Bond Registrar evidencing the registration, transfer and exchange of Bonds.
“Bond Registrar” means the person, bank or trust company named in Section 8-45 of this Ordinance to act as registrar and transfer agent for the registration, transfer and exchange of Bonds, and any successors thereto.
“Bonds” and “1984 Bonds” mean the General Obligation Waterworks System Bonds, Series 1984, of the city herein authorized.
“City” means the City of Vienna, Missouri.
“Interest Payment Date” means the stated maturity of an installment of interest on the Bonds.
“Maturity” with respect to any Bond means the date on which the principal of such Bonds becomes due and payable as therein or herein provided.
“Ordinance,” “this Ordinance,” “hereof,” “herein,” “hereto” and similar terms shall refer to this Ordinance of the city authorizing the Bonds, as originally executed or as it may be supplemented or amended from time to time.
“Outstanding” when used with respect to Bonds means, as of the date of determination, all Bonds theretofore executed, authenticated and delivered under this Ordinance, except:
(i) Bonds theretofore cancelled by the Bond Registrar or delivered to the Bond Registrar for cancellation;
(ii) Bonds that have been defeased by the deposit of funds or qualified securities with the Paying Agent or other qualified party in compliance with Section 8-58 of this Ordinance; and
(iii) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Ordinance.
“Paying Agent” means the person, bank or trust company named in Section 8-45 of this Ordinance to act as paying agent for the payment of the principal of and interest on the 1984 Bonds and any successors thereto.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Project” means constructing a water tower, drilling a water well, procuring and installing a water pump, procuring and installing water lines, and procuring and installing such additional equipment and accessories as are incidental to the operation thereof, as approved by the voters of the city at the election held on April 3, 1984.
“Registration Date” means the effective date of registration of a Bond as evidenced by the Bond Registrar in the Certificate of Authentication appearing on the Bond.
“Regular 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.
“Special Record Date” for the payment of any Defaulted Interest, as defined in Section 8-46 means a date fixed by the Bond Registrar pursuant to Section 8-46.
“Stated Maturity” when used
with respect to any Bond or any installment of interest thereon means the date specified in Section 8-45 of this Ordinance as the fixed date on which the principal of such Bond or such installment of interest is due and payable. (Ord. 22, §1.)
Sec. 8-44. Authorization of and security for the Bonds.
The board of aldermen of the City of Vienna hereby authorizes and directs the issuance of the General Obligation Waterworks System Bonds, Series 1984, of the city in the principal amount of $125,000 for the purpose of paying the cost of the project.
The Bonds shall be general obligations of the city, payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the city. The full faith, credit and resources of the city are hereby irrevocably pledged for the payment of the Bonds and the interest thereon as the same become due. (Ord. 22, §2.)
Sec. 8-45. Description of the Bonds, designation of Paying Agent and Bond Registrar.
The Bonds shall consist of fully registered Bonds, without coupons, transferable to subsequent owners only in the Bond Register maintained by the Bond Registrar as hereinafter provided. Each Bond shall be in the denomination of $1,000 or any integral multiple thereof, provided that at least one Bond will be issued for each Stated Maturity. The Bonds shall be numbered in a manner determined by the Bond Registrar. The Bonds shall be dated October 1, 1984, shall have the Stated Maturities and shall bear interest at the rates per annum, as follows:
| STATED MATURITY MARCH 1 | PRINCIPAL AMOUNT | INTEREST RATE |
|---|---|---|
| 1985 | $3,000 | 10% |
| 1986 | 2,000 | 10% |
| 1987 | 3,000 | 10% |
| 1988 | 3,000 | 10% |
| 1989 | 3,000 | 10% |
| 1990 | 3,000 | 10% |
| 1991 | 4,000 | 10% |
| 1992 | 4,000 | 10% |
| 1993 | 5,000 | 10% |
| 1994 | 5,000 | 10% |
| 1995 | 6,000 | 10% |
| 1996 | 6,000 | 10% |
| 1997 | 7,000 | 10% |
| 1998 | 7,000 | 10% |
| 1999 | 8,000 | 10% |
| 2000 | 9,000 | 10% |
| 2001 | 10,000 | 10% |
| 2002 | 11,000 | 10% |
| 2003 | 12,000 | 10% |
| 2004 | 14,000 | 10% |
The Bonds shall bear interest from the most recent Interest Payment Date to which interest has been paid in full or, if no interest has been paid, from October 1, 1984. Interest on the Bonds shall be payable on March 1, 1985, and thereafter semiannually on September 1 and March 1 in each year. The clerk of the city, and any successors to said office, is hereby designated as the Paying Agent and as the Bond Registrar for the Bonds. (Ord. 22, §3.)
Sec. 8-46. Method and place of payment of principal of and interest on the Bonds.
The principal of and interest (computed on the basis of a 360-day year of twelve 30-day months) on the Bonds shall be payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Payment of the interest on each Bond shall be made by the Paying Agent on each Interest Payment Date to the Person appearing as the Holder thereof in the Bond Register at the close of business on the Regular Record Date next preceding said Interest Payment Date, mailed to the Holder’s address as it appears in the Bond Register. The principal of each Bond shall be payable to or for the account of the Bondholder upon the presentation and surrender of such Bond at its maturity at the office of the Paying Agent.
Payment of principal of and interest on a Bond may be made by such other method of transferring funds as may be requested by the Holder of the bond, provided that the Paying Agent shall first receive a written request from such Holder (i) specifying the method and route for transferring funds and (ii) providing for the Paying Agent to be reimbursed by the Holder for all expenses incurred in connection with such fund transfers.
Notwithstanding any of the foregoing provisions of this Section to the contrary, any interest on the Bonds which is payable, but is not punctually paid on any Interest Payment Date (herein called “Defaulted Interest”), shall be payable to the Persons in whose names the Bonds are registered at the close of business on a Special Record Date. The Special Record Date shall be fixed in the following manner: (1) the city shall notify the Bond Registrar in writing of the amount of Defaulted Interest proposed to be paid on the Bonds and the date of the proposed payment, which proposed payment date shall be at least 30 days after receipt by the Bond Registrar of such notice from the city; (2) at the same time the city shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment; and (3) thereupon, the Bond Registrar shall fix a special Record Date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment.
The Bond Registrar shall promptly notify the city of such Special Record Date and, in the name and at the expense of the city, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailed, first class postage prepaid, to the Holder of each Bond at the Holder’s address as it appears in the Bond Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Bonds are registered at the close of business on such Special Record Date.
Subject to the foregoing provisions of this Section, each Bond delivered under this Ordinance upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. (Ord. 22, §4.)
Sec. 8-47. Execution, authentication and delivery of the Bonds.
The Bonds shall be executed on behalf of the city by the manual signature of its mayor and attested by the manual signature of its city clerk, and shall have the seal of the city affixed thereto. In the event any officer whose signature appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes as if such person had remained in office until delivery. Any Bond may be executed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the original date of such Bond such persons may not have been such officers.
The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form hereinafter set forth, which shall have the Registration Date inserted and which shall be manually executed by the Bond Registrar.
No Bond shall be entitled to any security or benefit under this Ordinance or shall be valid or obligatory for any purpose unless and until such Certificate of Authentication shall have been duly executed by the Bond Registrar by manual signature. Such executed Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance and that such registered owner has been entered on record in the Bond Register kept by the Bond Registrar. The Certificate of Authentication shall be deemed to have been duly executed if the Registration Date has been inserted and if it has been signed by the Bond Registrar, but it shall not be necessary that the same officer sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time.
The mayor and the city clerk are hereby authorized and directed to prepare and execute the Bonds in the manner hereinbefore specified, to cause the Bonds to be registered in the office of the State Auditor of Missouri as provided by law and, when the Bonds have been duly registered with the Bond Registrar, to deliver the Bonds to Maries County Bank, upon the payment of the purchase price of 100% of the principal amount of the Bonds plus accrued interest to the date of payment and delivery. (Ord. 22, §5.)
Sec. 8-48. Registration, transfer and exchange of Bonds
So long as any of the Bonds remain outstanding, the city shall cause the Bond Register to be kept at the office of the Bond Registrar and all of the Bonds and transfers and exchanges thereof shall be fully registered in the name of the Holders as to both principal and interest in the Bond Register.
Bonds may be transferred in the Bond Register only upon surrender thereof to the Bond Registrar duly endorsed for transfer or accompanied by a written instrument of transfer duly executed by the Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such transfer, the city shall execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Ordinance in an aggregate principal amount equal to the principal amount of such Bond, of the same maturity and bearing interest at the same rate.
Bonds, upon surrender thereof at the office of the Bond Registrar, together with a written instrument of transfer duly executed by the Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of the same stated maturity, of any denomination or denominations authorized by this Ordinance, and bearing interest at the same rate.
In all cases in which Bonds shall be exchanged or transferred hereunder, the city shall execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Ordinance. All Bonds surrendered in any such exchange or transfer shall forthwith be cancelled by the Bond Registrar. No service charge shall be made to any Bondholder for transfer or exchange of Bonds, but the city or the Bond Registrar may make a charge for every transfer or exchange of Bonds sufficient to reimburse it or them for any tax or other governmental charge required to be paid with respect to such transfer or exchange, and such charges shall be paid before any such transfer or exchange shall be completed.
The city and the Bond Registrar shall not be required to issue, transfer or exchange any Bond during a period beginning at the opening of business on the day after receiving written notice from the city of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to Section 8-46 of this Ordinance. (Ord. 22, §6.)
Sec. 8-49. Persons deemed owners of Bonds.
The Person in whose name any Bond shall be registered shall be deemed and regarded by the city, the Bond Registrar and the Paying Agent as the absolute owner thereof, whether such Bond shall be overdue or not, for the purpose of receiving payment therefore or on account thereof and for all purposes, and neither the city, the Bond Registrar nor the Paying Agent shall be affected by notice to the contrary. Payment of or on account of the principal of and interest on any Bond shall be made only to or upon the order of the Holder thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. (Ord. 22, §7.)
Sec. 8-50. Mutilated, lost, stolen or destroyed Bonds.
In the event any Bond shall become mutilated, or be lost, stolen or destroyed, the city shall execute and the Bond Registrar shall authenticate and shall deliver a new Bond of like date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the city and the Bond Registrar evidence of such loss, theft or destruction satisfactory to the city and the Bond Registrar, together with indemnity satisfactory to them to save each of them harmless; and, provided further, that any applicable statutory requirements pertaining to mutilated, lost, stolen or destroyed Bonds are met. In the event any such Bond shall have matured, instead of issuing a substitute Bond the city may pay or authorize the payment of the same without surrender thereof. Upon the issuance of any substitute Bond, the city and the Bond Registrar may require the payment of an amount sufficient to reimburse the city and the Bond Registrar for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, stolen or destroyed Bonds. (Ord. 22, §8.)
Sec. 8-51. Cancellation and destruction of Bonds upon payment.
All Bonds surrendered for payment, redemption, transfer or exchange shall be delivered to the Bond Registrar and, if not already cancelled, the Bond Registrar shall cancel such Bonds and record such cancellation in the Bond Register. Thereafter, such cancelled Bonds shall be delivered to the city or, at the request of the city, destroyed by the Bond Registrar provided that the Bond Registrar shall file a certificate describing the Bonds so destroyed with the city. (Ord. 22, §9.)
Sec. 8-52. Redemption of Bonds prior to Stated Maturity.
The Bonds shall not be subject to redemption and payment prior to their Stated Maturities. (Ord. 22, §10.)
Sec. 8-53. Form of Bonds.
The Bonds and the Bond Registrar’s Certificate of Authentication to be endorsed thereon shall be in substantially the form set forth in this Section. The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto. (Ord. 22, §11.)
REGISTERED REGISTERED
NUMBER $ ___________
R- ___
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF VIENNA
GENERAL OBLIGATION WATERWORKS SYSTEM BOND
SERIES 1984
Interest Maturity Bond
Rate: Date: Date:
October 1, 1984
REGISTERED HOLDER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF VIENNA, MISSOURI (the “City”), for value received, promises to pay, but only from the sources and in the manner hereinafter described, to the Registered Holder identified above, or registered assigns, on the Maturity Date identified above, unless called for redemption prior to maturity, the Principal Amount identified above and to pay interest thereon from said sources at the Interest Rate per annum specified above from the most recent interest payment date to which interest has been paid in full or, if no interest has been paid, from October 1, 1984, said interest being payable on March 1, 1985, and thereafter semiannually on September 1 and March 1 in each year. The Principal Amount and interest (computed on the basis of a 360-day year of twelve 30-day months) on this Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on the Bond will be mailed to the person in whose name this Bond (or one or more predecessor Bonds) is registered in the Bond Register maintained by the Bond Registrar at the close of business on the fifteenth day of the month next preceding each interest payment date (the Regular Record Date). Interest not punctually paid will be paid as otherwise provided in the Ordinance. The Principal Amount is payable to the Registered Holder upon presentation and surrender hereof to the Clerk of the City (the “Paying Agent”).
THIS BOND is one of a duly authorized issue of fully registered bonds of the City designated “General Obligation Waterworks System Bonds, Series 1984”, aggregating the principal amount of $125,000 (the “Bonds”), issued for the purpose of drilling a water well, procuring and installing a water pump, procuring and installing water lines, and procuring and installing such additional equipment and accessories as are incidental to the operation thereof, under the authority of and in full compliance with the constitution and laws of the State of Missouri, and pursuant to an election duly held by the City on April 3, 1984, at which at least two-thirds of the qualified voters of the City voting on the question voted in favor of the issuance of the Bonds, and pursuant to an ordinance duly adopted by the Board of Aldermen of the City authorizing the issuance and delivery of the Bonds (the “Ordinance”).
THE BONDS are general obligations of the City, payable both as to principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the City.
THIS BOND is transferable, only in the Bond Register at the office of the Bond Registrar upon surrender of this Bond to the Bond Registrar duly endorsed for transfer or accompanied by a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Holder hereof or his attorney or legal representative, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefore subject to the conditions provided in the Ordinance. The Bonds for each maturity are issuable only in the form of fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The Registered Holder of any Bond or Bonds may surrender the same in exchange for an equal aggregate principal amount of Bonds of any authorized denomination in the manner and subject to the conditions as provided in the Ordinance. No service charge shall be made for any such transfer or exchange, but the City or the Bond Registrar may require payment of any tax or other governmental charge in connection therewith. The City, the Bond Registrar 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 Amount hereof and interest due hereon and for all other purposes.
THIS BOND shall not be valid nor 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 dated and executed by the Bond Registrar.
IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to be done and to exist precedent to and in the issuance of the Bonds have been done and performed and do exist in due and regular form and manner as required by the constitution and laws of the State of Missouri; that provision has been made by the City for the levy and collection of an annual tax upon all taxable tangible property situated in the City for the purpose of paying the principal of and interest on the Bonds as the same become due; and that the total indebtedness of the City, including the Bonds, does not exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, THE CITY OF VIENNA, MISSOURI, has executed this Bond by causing it to be signed by the Mayor and attested by the City Clerk, has caused the City’s corporate seal to be affixed hereto and has caused this Bond to be dated October 1, 1984.
CITY OF VIENNA, MISSOURI BY /s/ John Duncan
Mayor
ATTEST
/s/ Therese Roberson
City Clerk
CERTIFICATE OF AUTHENTICATION
REGISTRATION DATE: ______________
This Bond is one of the Bonds described in the within mentioned Ordinance.
City Clerk, Vienna, Missouri, Bond Registrar and Paying Agent
By ________________________
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________
(Social Security or other identifying number of Transferee)
__________________
(Please Print or Typewrite Name and Address of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
__________________
Attorney
to transfer the within Bond on the Bond Register with full power of substitution in the premises.
Dated: ________________________
______________________________________
NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears herein in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
______________________________________
(Bank, Trust Company or Firm)
By ____________________________________
Authorized Officer
(Ord. 22, §11.)
Sec. 8-54. Disposition of Bond proceeds.
All accrued interest and premium, if any, received from the sale of the Bonds shall be deposited in the general obligation bond fund held by the city treasurer for the retirement of bonds of the city.
The remaining balance of the proceeds derived from the sale of the Bonds shall be deposited in the waterworks system construction fund held by the city treasurer and shall be used solely for the purpose of paying the cost of the project as hereinbefore provided.(Ord. 22, §12.)
Sec. 8-55. Arbitrage covenant.
The city covenants and agrees that no part of the proceeds of the Bonds shall be used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Bonds, would have caused any of the Bonds to be or become “arbitrage bonds” within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Bonds.(Ord. 22, §13.)
Sec. 8-56. Levy and collection of annual tax.
For the purpose of providing for the payment of the principal of and interest on the Bonds as the same become due, there is hereby levied upon all of the taxable tangible property within the city a direct annual tax sufficient to produce the following amounts for use in the following years:
| INTEREST | PRINCIPAL | |||
|---|---|---|---|---|
| YEAR | MARCH 1 | SEPTEMBER 1 | MARCH | TOTAL |
| 1985 | $5,208.33 | $6,100.00 | $3,000.00 | $14,308.33 |
| 1986 | 6,100.00 | 6,000.00 | 2,000 | 14,100.00 |
| 1987 | 6,000.00 | 5,850.00 | 3,000 | 14,850.00 |
| 1988 | 5,850.00 | 5,700.00 | 3,000 | 14,550.00 |
| 1989 | 5,700.00 | 5,550.00 | 3000 | 14,250.00 |
| 1990 | 5,550.00 | 5,400.00 | 3000 | 13,950.00 |
| 1991 | 5,400.00 | 5,200.00 | 4000 | 14,600.00 |
| 1992 | 5,200.00 | 5,000.00 | 4000 | 14,200.00 |
| 1993 | 5,000.00 | 4,750.00 | 5000 | 14,750.00 |
| 1994 | 4,750.00 | 4,500.00 | 6,000.00 | 14,250.00 |
| 1995 | 4,500.00 | 4,200.00 | 6,000.00 | 14,700.00 |
| 1996 | 4,200.00 | 3,900.00 | 7,000.00 | 14,100.00 |
| 1997 | 3,900.00 | 3,550.00 | 7,000.00 | 14,450.00 |
| 1998 | 3,550.00 | 3,200.00 | 7,000.00 | 13,750.00 |
| 1999 | 3,200.00 | 2,800.00 | 8,000.00 | 14,000.00 |
| 2000 | 2,800.00 | 2,350.00 | 9,000.00 | 14,150.00 |
| 2001 | 2,350.00 | 1,850.00 | 10,000.00 | 14,200.00 |
| 2002 | 1,850.00 | 1,300.00 | 11,000.00 | 14,150.00 |
| 2003 | 1,300.00 | 700.00 | 12,000.00 | 14,000.00 |
| 2004 | 700.00 | -0- | 14,000.00 | 14,700.00 |
The Taxes above referenced shall be extended upon the tax rolls in each of the several years, respectively and shall be levied and collected at the same time and in the same manner as the other taxes of the city are levied and collected. The proceeds derived from said taxes shall be deposited in the general obligation bond fund of the city and shall be used exclusively for the payment of the principal of and interest on the Bonds as and when the same shall become due and for the fees and expenses of the Paying Agent and the Bond Registrar as herein provided.
If at any time said taxes are not collected in time to pay the principal of or interest on the Bonds when due, the city treasurer is hereby authorized and directed to pay said principal or interest out of the general funds of the city and to reimburse said general funds for money so expended when said taxes are collected.(Ord. 22, §14.)
Sec. 8-57. Transfer of funds to Paying Agent and Bond Registrar.
The treasurer of the city is hereby authorized and directed to withdraw from the general obligation bond fund sums sufficient to pay both principal of and interest on the Bonds as and when the same become due and to pay the usual and customary charges made by banks throughout the United States of America for acting as fiscal agent in the payment of principal and interest. The amounts necessary to pay said charges shall be forwarded to the Paying Agent over and above the amount of the principal of and interest on the Bonds. The treasurer of the city is also authorized and directed to withdraw from the general obligation bond fund and forward to the Bond Registrar sums sufficient to pay the usual and customary charges for acting as Bond Registrar.
The amounts held by the Paying Agent for the payment of the interest or principal due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Bonds entitled thereto.
Any moneys held by the Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for six years after the date when such Bonds have become due and payable, shall, at the written request of the city, be repaid by the Paying Agent to the city as its absolute property and free from trust, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Bondholders shall look to the city for the payment of such Bonds.(Ord. 22, §15.)
Sec. 8-58. Defeasance.
When all of the principal of and accrued interest on the Bonds shall have been paid and discharged, then the requirements contained in this Ordinance 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 any bank located in the State of Missouri and having full trust powers, at or prior to the Stated Maturity of said Bonds, in trust for and irrevocably appropriated thereto, moneys and/or direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America which, together with the interest to be earned on any such obligations, will be sufficient for the payment of the principal of said Bonds and interest accrued to the date of Maturity or of default in such payment shall have occurred on such date, then to the date of the tender of such payments. Any moneys and obligations which at any time shall be deposited with the Paying Agent or 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 bank in trust for the respective Holders of the Bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All moneys deposited with the Paying Agent or bank shall be deemed to be deposited in accordance with and subject tot all of the provisions contained in this Ordinance.(Ord. 22, §16.)
Secs. 8-59. Reserved.
ARTICLE II
BONDS
DIVISION 4. COMBINED WATERWORKS AND SEWERAGE
SYSTEM REVENUE BONDS – $967,000 SERIES A
(AUTHORIZED ON AUGUST 29, 2011)
An ordinance authorizing the issuance of $967,000 principal amount of combined Waterworks and Sewerage System Revenue Bonds, Series A, of the City of Vienna,
Missouri; prescribing the form and details of said bonds and the covenants and agreements to provide for the payment and security thereof; and authorizing certain actions and documents and prescribing other matters relating thereto.
Sec. 8-60. Definitions of Words and Terms
In addition to words and terms defined elsewhere herein, the following capitalized words and terms as used in this Ordinance shall have the following meanings:
“Act” means Chapter 250. RSMo.
“Average Annual Debt Service” means the average of the Debt Service Requirements for the then current and all future fiscal years.
“Bond Counsel” means Gilmore & Bell, P.C., Kansas City, Missouri, or other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond financing selected by the City.
“Bond Payment Date” means any date on which principal of or interest on any Bond is payable at the Maturity thereof or on any Interest Payment Date.
“Bond Register” means the books for the registration, transfer and exchange of Bonds kept at the office of the Paying Agent.
“Bondowner” or “Registered Owner” when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register.
“Bonds” means the Combined Waterworks and Sewerage System Revenue Bonds, Series A, of the City, in the aggregate principal amount of $967,000, authorized and issued pursuant to this Ordinance.
“Business Day” means a day, other than a Saturday, Sunday or holiday, on which the Paying Agent is scheduled in the normal course of its operations to be open to the public for conduct of its operations.
“City” means the city of Vienna, Missouri, and any successors or assigns.
“Code” means the Internal Revenue Code of 1986, as amended, and the applicable regulations of the Treasury Department proposed or promulgated thereunder.
“Consultant” means an independent engineer or engineering firm having a favorable reputation for skill and experience in the construction, financing and operation of public utilities and the preparation of management studies and financial feasibility studies in connection therewith, selected by the City for the purpose of carrying out the duties imposed on the Consultant by this Ordinance.
“Debt Service Account” means the Debt Service Account for Combined Waterworks and Sewerage System Revenue Bonds, Series A, created by Section 64(a) hereof.
“Debt Service Requirements” means the aggregate principal payments (whether at maturity or pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on all System Revenue Bonds for the period of time for which calculated; provided, however, that for purposes of calculating such amount, principal and interest shall be excluded from the determination of Debt Service Requirements to the extent that such principal or interest is payable from amounts deposited in trust, escrowed or otherwise set aside for the payment thereof with a commercial bank or trust company located in the State of Missouri and having full trust powers.
“Debt Service Reserve Account” means the Debt Service Reserve Account for Combined Waterworks and Sewerage System Revenue Bonds, Series A, created by Section 64(a) hereof.
“Debt Service Reserve Requirement” means the sum of $49,080.
“Defaulted Interest” means interest on any Bond which is payable but not paid on any Interest Payment Date.
“Defeasance Obligations” means any of the following obligations:
(a) United States Government Obligations that are not subject to redemption in advance of their maturity dates; or
(b) Obligations of any state or political subdivision of any state, the interest on which is excluded from gross income for federal income tax purposes and which meet the following conditions:
- The obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions;
- The obligations are secured by cash or United States Government Obligations that may be applied only to principal of, premium, if any, and interest payments on such obligations;
- Such cash and the principal of and interest on such United States Government Obligations serving as security for the obligations, plus any cash in the escrow fund, are sufficient to meet the liabilities of the obligations;
- Such cash and United States Government Obligations serving as security for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;
- Such cash and United States Government Obligations serving as security for the obligations, are not available to satisfy any other claims, including those against the trustee or escrow agent; and
- The obligations are rated in the highest rating category by Moody’s Investors Service, Inc. (presently “Aaa”) or Standard & Poor’s Corporation (presently “AAA”).
“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 (other than interest paid on System Revenue Bonds and depreciation and amortization charges during the period of determination), determined in accordance with generally accepted accounting principles, 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 Consultant’s reports, properly allocated share of charges for insurance, the cost of purchased water, gas and power, if any, obligations (other than for borrowed money or for rents payable under capital leases) incurred in the ordinary course of business, liabilities incurred by endorsement for collection or deposit of checks or drafts received in the ordinary course of business, short-term obligations incurred and payable within a particular fiscal year, other obligations or indebtedness incurred for the purpose of leasing (pursuant to a true or operating lease) equipment, fixtures, inventory or other personal property, and all other expenses incident to the operation of the System but shall exclude all general administrative expenses of the City not related to the operation of the System.
“Federal Tax Certificate” means the City’s Federal Tax Certificate relating to the Bonds, as the same may be amended or supplemented in accordance with the provisions thereof.
“Government” means the United States of America, acting through the United States Department of Agriculture.
“Interest Payment Date” means the Stated Maturity of an installment of interest on any Bond.
“Maturity” when used with respect to any Bond or installment of principal thereof means the date on which the Bond or installment of such Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or call for redemption, declaration of acceleration or otherwise.
“Net Revenues” means all Revenues less all Expenses.
“Net Revenues Available for Debt Service” means, for the period of determination, all Revenues less all Expenses.
“Operation and Maintenance Account” means the account by that name created by Section 64(a) hereof.
“Ordinance” means this Ordinance as from time to time amended in accordance with the terms hereof.
“Outstanding” means, when used with reference to Bonds, as of any particular date, all Bonds theretofore issued and delivered hereunder, except the following Bonds:
(a) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 70 hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and delivered hereunder.
“Parity Bonds” means any additional parity bonds or other obligations hereafter issued or incurred pursuant to Section 68(b) hereof.
“Parity Ordinances” means the ordinances under which any additional Parity Bonds are hereafter issued pursuant to Section 68(b) hereof.
“Paying Agent” means the party designated as Paying Agent pursuant to Section 60(c) hereof and any successors and assigns.
“Permitted Investments” means any of the following securities and obligations, if and to the extent the same are at the time legal for investment of the City’s moneys held in the funds and accounts referred to in Section 64(a) hereof:
(a) United States Government Obligations;
(b) Certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clause (a) which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits; and
(c) Any other securities or investments that are lawful for the investment of moneys held in such funds or accounts under the laws of the State of Missouri.
“Person” means any natural person, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body.
“Project” means building a water treatment plant and improving the combined waterworks and sewerage system.
“Project Fund” means the fund by that name created by Section 64(a) hereof “Purchaser” means (1) the Government, or (2) if and to the extent any rights, privileges or duties of the Government hereunder are assigned by the Government pursuant to an assignment of the City’s Loan Resolution (Form RUS Bulletin 1780-27) applicable to the Bonds herein authorized, the Government’s assignee.
“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.
“Redemption Date” when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of this Ordinance.
“Redemption Price” when used with respect to any Bond to be redeemed means the price at which such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before the Redemption Date.
“Reduced Rate” means an alternative rate of interest at which the Bonds may be issued by the City at the time the Bonds are originally purchased by and delivered to the Purchaser, such Reduced Rate being different from the rate of interest specified in Section 61(b) of this Ordinance. The Reduced Rate must meet the following requirements:
(a) The Reduced Rate shall be less than 3.375%; and
(b) Written approval of the Reduced Rate, showing the reduced rate of interest and the amount of each annual installment of principal and interest, shall have been received by the City from the Purchaser prior to the original delivery of the Bonds to the Purchaser.
“Replacement and Extension Account” means the account by that name created by Section 64(a) hereof.
“Revenue Fund” means the fund by that name created by Section 64(a) hereof.
“Revenue” means all income and revenues derived from the ownership and 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 System facilities to be applied during the period of determination to pay interest on System Revenue Bonds, but excluding any profits or losses on the early extinguishment of debt or on the sale or other disposition, not in the ordinary course of business, of investments or fixed or capital assets.
“Special Record Date” means the date fixed by the Paying Agent pursuant to Section 61(d) hereof for the payment of Defaulted Interest.
“Stated Maturity” when used with respect to any Bond or any installment of principal thereof or installment of interest thereon means the date specified in such Bond and this Ordinance as the fixed date on which the principal or installment of principal of such Bond or such installment of interest is due and payable.
“Surplus Account” means the account by that name created by Section 64(a) hereof.
“System” means the entire combined waterworks plant and system and sewerage plant and system owned and operated by the City for the production, storage, treatment and distribution of water, and 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 and all other revenue bonds or other obligations which are payable out of, or secured by an interest in, the Net Revenues.
“United States Government Obligations” means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America, including evidences of a direct ownership interest in future interest or principal payments on obligations issued or guaranteed by the United States of America (including the interest component of obligations of the Resolution Funding Corporation). (Ord. 178 §1)
Sec. 8-61. Authorization of Bonds.
(a) Authorization of Bonds. There is hereby authorized and directed to be issued an issue of Combined Waterworks and Sewerage System Revenue Bonds, Series A, of the City, in the aggregate principal amount of $967,000 (the “Bonds”) for the purpose of providing funds for the Project, as provided in this Ordinance. (Ord. 178, §2)
(b) Description of Bonds. The Bonds shall consist of fully registered bonds without coupons, in denominations of $5,000 or any integral multiple thereof except for one bond in or including the denomination of $2,000.The Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be substantially in the form set forth in Exhibit A attached hereto, and shall be subject to registration, transfer and exchange as provided in Section 61(e) hereof. The Bonds shall be dated as of the date of their sale and delivery to the Purchaser after full payment therefor, which date shall not be prior to September 1, 2012, and shall become due serially on the following Stated Maturity dates (subject to optional redemption prior to Stated Maturity as provided in Section 62 hereof):
| Stated Maturity September 1 | Principal Maturity | Stated Maturity September 1 | Principal Maturity | Stated Maturity September 1 | Principal Maturity |
|---|---|---|---|---|---|
| 2015 | $17,000 | 2026 | $25,000 | 2037 | $35,000 |
| 2016 | 15,000 | 2027 | 25,000 | 2038 | 35,000 |
| 2017 | 15,000 | 2028 | 25,000 | 2039 | 35,000 |
| 2018 | 20,000 | 2029 | 25,000 | 2040 | 40,000 |
| 2019 | 20,000 | 2030 | 25,000 | 2041 | 40,000 |
| 2020 | 20,000 | 2031 | 30,000 | 2042 | 40,000 |
| 2021 | 20,000 | 2032 | 30,000 | 2043 | 40,000 |
| 2022 | 20,000 | 2033 | 30,000 | 2044 | 45,000 |
| 2023 | 20,000 | 2034 | 30,000 | 2045 | 45,000 |
| 2024 | 20,000 | 2035 | 30,000 | 2046 | 45,000 |
| 2025 | 25,000 | 2036 | 35,000 | 2047 | 45,000 |
The Bonds shall bear interest from the effective date of registration, which date shall be set forth on the Bonds, at the rate of 3.375% per annum or, if the required conditions are met prior to original delivery of. The Bonds shall bear interest from the effective date of registration, which date shall be set forth on the Bonds, at the rate of 3.375% per annum or, if the required conditions are met prior to original delivery of the Bonds, at the Reduced Rate, payable annually on September 1 in each year. At the option of the Purchaser, the Bonds may be issued as a single fully registered Bond with principal and interest payable in annual installments of $49,037 (unless reduced at the time of original delivery to comply with a Reduced Rate approved by the Purchaser) on September 1, 2015, and annually thereafter on September 1 except that the entire remaining principal and interest on such Bond, if not sooner paid, shall become due and payable on September 1, 2047. (Ord. 178, §2.1)
(c) Designation of Paying Agent. The Treasurer of the City is hereby designated as the City’s paying agent for the payment of principal of and interest on the Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds (herein called the “Paying Agent”)’ provided, however, that upon the request of the Registered Owners of not less than a majority in principal amount of the Bonds then Outstanding, the City may by Ordinance authorize a bank or trust company having its principal office in Missouri to act as paying agent and bond registrar for the Bonds.
The City will at all times maintain a Paying Agent meeting the qualifications herein described for the performance of the duties hereunder. The City reserves the right to appoint a successor Paying Agent by (1) filing with the party then performing such function a certified copy of the proceedings giving notice of the termination of such party and appointing a successor, and (2) causing notice to be given by first class mail to each Bondowner. No resignation or removal of the Paying Agent shall become effective until (i) a successor has been appointed and has accepted the duties of the Paying Agent and (ii) as long as any of the Bonds are owned or insured by the Purchaser, such successor has been approved by the Purchaser.
Every Paying Agent appointed hereunder shall at all times be either (a) the Treasurer of the City or (b) a commercial banking association or corporation or trust company located in the State of Missouri organized and in good standing and doing business under the laws of the United States of America or of the State of Missouri and subject to supervision or examination by federal or state regulatory authority.
The Paying Agent shall be paid the usual fees and expenses for its services in connection therewith, which fees and expenses shall be paid as other Expenses are paid. (Ord. 178, §2.2)
(d) Method and Place of Payment of Bonds. The principal or Redemption Price of and interest on the Bonds shall be payable in any coin or currency of the United States of America that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts.
The principal or Redemption Price of each Bond shall be paid at Maturity by check or draft to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the office of the Paying Agent.
The interest payable on each Bond on any Interest Payment Date shall be paid to the Registered Owner of such Bond as shown on the Bond Register at the close of business on the Record Date for such interest by check or draft mailed by the Paying Agent to such Registered Owner at the address shown on the Bond Register.
Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant Record Date and shall be payable to the Registered Owner in whose name such Bond is registered at the close of business on the Special Record Date for the Payment of such Defaulted Interest, which Special Record Date shall be fixed as hereinafter specified in this paragraph. The City shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment. Following receipt of such funds, the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment. The Paying Agent shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed by first class mail, postage prepaid, to each Registered Owner of a Bond entitled to such notice at the address of such Registered Owner as it appears on the Bond Register not less than 10 days prior to such Special Record Date.
The paying Agent shall keep a record of payment of principal and Redemption Price of and interest on all Bonds and shall at least annually forward a copy or summary of such records to the City. (Ord. 178, §2.3)
(e) Registration, Transfer and Exchange of Bonds. The City covenants that, as long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the office of the Paying Agent for the registration, transfer and exchange of Bonds as herein provided. Each Bond when issued shall be registered in the name of the Owner thereof on the Bond Register.
Bonds may be transferred and exchanged only on the Bond Register as provided in this Section. Upon surrender of any Bond at the office of the Paying Agent, the Paying Agent shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner’s duly authorized agent.
In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying Agent shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. The City shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds provided for by this Ordinance and the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary, other than fees of the Paying Agent, are the responsibility of the Registered Owners of the Bonds. In the event any Registered Owner fails to provide correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under the Bonds.
The City and the Paying Agent shall not be required (a) to register the transfer or exchange of any Bond after notice calling such Bond or portion thereof for redemption has been given or during the period of 15 days next preceding the first mailing of such notice of redemption, or (b) to register the transfer or exchange of any Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to Section 60(d) hereof.
The City and the Paying Agent may deem and treat the Person in whose name any Bond is registered on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on said Bond and for all other purposes. All payments so made to any such Registered Owner or upon the Registered Owner’s order shall be valid and 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.
At reasonable times and under reasonable regulations established by the Paying Agent, the Bond Register may be inspected and copied by the Registered Owners (or a designated representative thereof) or 10% or more in principal amount of the Bonds then Outstanding or any designated representative of such Registered Owners to be evidenced to the satisfaction of the Paying Agent. (Ord. 178, §2.4)
(f) Execution, Authentication and Delivery of Bonds. Each of the Bonds, including any Bonds 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 appears on any Bonds ceases to be such officer before the delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers.
The Mayor and City Clerk are hereby authorized and directed to prepare and execute the Bonds as herein specified, and when duly executed, to deliver the Bonds to the Paying Agent for authentication.
The Bonds shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A attached hereto, which shall be manually executed by (i) the Treasurer of the City or (ii) if a bank or trust company is serving as Paying Agent, an 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. No Bond shall be entitled to any security or benefit under this Ordinance or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Paying Agent. Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance. Upon authentication, the Paying Agent shall deliver the Bonds to the Purchaser, upon payment of the purchase price of 100% of the principal amount of the Bonds plus accrued interest thereon to the date of their delivery. (Ord. 178, §2.5)
(g) Mutilated, Destroyed, Lost and Stolen Bonds. If (a) any mutilated Bond is surrendered to the Paying Agent, or the City and the Paying Agent receive evidence to its satisfaction of the destruction, loss or theft of any Bond, and (b) there is delivered to the Paying Agent such security or indemnity as may be required by the Paying Agent, then, in the absence of notice to the Paying Agent that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon the City’s request, the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same State Maturity and of like tenor and principal amount.
If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the City in its discretion may pay such Bond instead of issuing a new Bond.
Upon the issuance of any new Bond under this Section, the City may require the payment by the Registered Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.
Every new Bond issued pursuant to this Section shall constitute a replacement of the prior obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. (Ord. 178, §2.6)
(h) Cancellation and Destruction of Bonds Upon Payment. All Bonds that have been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before Maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing the Bonds so cancelled and destroyed and shall file an executed counterpart of such certificate with the City. (Ord. 178, §2.7)
Sec. 8-62. Redemption of Bonds.
(a) Redemption of Bonds. Bonds that are owned by the Purchaser (including the respective installments of principal corresponding thereto) shall be subject to redemption and prepayment prior to Stated Maturity, in whole or in part at any time at the option of the City, upon payment of the principal amount of the Bonds to be redeemed or prepaid, plus accrued interest thereon to the Redemption Date, without premium.
Bonds that are not owned by the Purchaser (including the respective installments of principal corresponding thereto) shall be subject to redemption or prepayment prior to Stated Maturity at the option of the City, as follows:(i) The Bonds are not subject to redemption prior to September 1, 2021.
(ii) Each of the Bonds or the respective installments of principal thereof becoming due in the years 2022 to 2047, inclusive, shall be subject to redemption and payment at the option of the City, on September 1, 2021, or at any time thereafter in whole or in part, at the principal amount thereof, plus accrued interest thereon to the Redemption Date, without premium.Bonds (and the respective installments of principal corresponding thereto) to be redeemed shall be redeemed in inverse order of maturity.
In the event of partial redemption of Bonds of the same State Maturity, the Bonds to be redeemed shall be selected by the Paying Agent by such method as the Paying Agent may deem equitable, or in the inverse order of the Maturity dates of principal installments in the case of a Bond, the principal of and interest on which are payable in annual installments. (Ord. 178, §3)
(b) Selection of Bonds to be Redeemed.(i) The Paying Agent shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of written instructions of the City specifying the principal amount, State Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 62(c) hereof are met.
(ii) 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 are to be redeemed, such Bonds shall be redeemed in inverse order of their State Maturities or of the Stated Maturities of installments of principal thereof, and Bonds of less than a full Stated Maturity shall be selected by the Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent may determine.
(iii) In the case of a partial redemption of Bonds when Bonds of denominations greater than $5,000 are then outstanding, then for all purposes in connection with such redemption each $5,000 of face value shall be treated as though it were a separate Bond of the denomination of $5,000. If it is determined that one or more, but not all, of the $5,000 units of face value represented by any Bond are selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Registered Owner of such Bond or the Registered Owner’s duly authorized agent shall present and surrender such Bond to the Paying Agent (1) for payment of the Redemption Price and interest to the Redemption Date of such $5,000 unit or units of face value called for redemption, and (2) for exchange, without charge to the Registered Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Registered Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only). (Ord. 178, §3.1)(c) Notice and Effect of Call for Redemption. Unless waived by any Registered Owner of Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days prior to the Redemption Date, to the Purchaser of the Bonds and each Registered Owner of the Bonds to be redeemed at the address shown on the Bond Register.
All official notices of redemption shall be dated and shall contain the following information:(i) The Redemption Date;
(ii) The Redemption Price:(iii) If less than all Outstanding Bonds of a maturity are to be redeemed, the identification (and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed;
(iv) A statement that on the Redemption Date the Redemption Price will become due and payable upon each Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and(v)
The place where such Bonds are to be surrendered for payment of the Redemption Price, which shall be the office of the Paying Agent.The failure of any Registered Owner to receive notice given as heretofore provided or an immaterial defect therein shall not invalidate any redemption.
Prior to any Redemption Date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless the City defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear interest; provided, however, that the redemption of a portion of the principal of Bond on which principal is payable in installments shall not reduce the amount of the annual installment of principal and interest on such Bond. Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds shall be paid by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein. All Bonds that have been redeemed shall be cancelled and destroyed by the Paying Agent as provided herein and shall not be reissued.
The Paying Agent is also directed to comply with any mandatory or voluntary standards established by the Securities and Exchange Commission then in effect for processing redemptions of municipal securities. Failure to comply with such standards shall not affect or invalidate the redemption of any Bond. (Ord. 178, §3.2)
Sec. 8-63. Security for Bonds.
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 of the System, and the City hereby pledges said Net Revenues to the payment of the principal of and interest on the Bonds. 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, and the taxing power of the City is not pledged to the payment of the Bonds, either as to principal or interest.
The covenants and agreements of the City contained herein and in the Bonds shall be for the equal benefit, protection and security of the legal owners of any or all of the Bonds, all of which Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate of interest, date of maturity and right of prior redemption as provided in this Ordinance. The Bonds shall stand on a parity and be equally and ratably secured with respect to the payment of principal and interest from the Net Revenues and in all other respects with any Parity Bonds. The Bonds shall not have any priority with respect to the payment of principal or interest from said Net Revenues or otherwise over the Parity Bonds and the Parity Bonds shall not have any priority with respect to the payment of principal or interest from said Net Revenues or otherwise over the Bonds. (Ord. 178, §4)
Sec. 8-64. Creation of Funds and Accounts: Deposit and Application of Bond Proceeds.
(a) Established of Funds and Accounts. There are hereby created and ordered to be established and maintained in the treasury of the City the following separate funds and accounts to be known respectively as the:
(i) Combined Waterworks and Sewerage System Project Fund (the “Project Fund”).
(ii) Combined Waterworks and Sewerage System Revenue Fund (the “Revenue Fund”).
(iii) Combined Waterworks and Sewerage System Operation and Maintenance Account (the “Operation and Maintenance Account”).
(iv) Debt Service Account for Combined Waterworks and Sewerage System Revenue Bonds, Series A (the “Debt Service Account”).
(v) Debt Service Reserve Account for Combined Waterworks and Sewerage System Revenue Bonds, Series A (the “Debt Service Reserve Account”).
(vi) Combined Waterworks and Sewerage System Replacement and Extension Account (the “Replacement and Extension Account”).(vii) Combined Waterworks and Sewerage System Surplus Account (the “Surplus Account”).
The funds and accounts referred to in paragraphs (i) through (vii) of this Section shall be maintained and administered by the City solely for the purposes and in the manner as provided in the Act and in this Ordinance so long as any of the Bonds remain Outstanding within the meaning of this Ordinance. (Ord. 178, §5)
(b) Deposit of Bond Proceeds. The net proceeds received from the sale of the Bonds shall be deposited simultaneously with the delivery of the Bonds, as follows:(i) Any premium and accrued interest on the Bonds shall be deposited in the Debt Service Account and applied in accordance with Section 8-65(b)(ii) hereof.
(ii) The remaining balance of the proceeds of the Bonds shall be deposited in the Project Fund and applied in accordance with Section 8-64(c) hereof. (Ord. 178, §5.1)(c) Application of Moneys in the Project Fund. Moneys in the Project Fund shall be used solely for the purpose of (a) paying the cost of the Project as hereinbefore provided, in accordance with the plans and specifications therefore prepared by the Consultant for the Project and heretofore approved by the Board of Aldermen 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 Consultant and approved by the Board of Aldermen of the City, and (b) for paying the costs and expenses incident to the issuance of the Bonds.
Withdrawals from the Project Fund shall be made only when authorized by the Board of Aldermen and only on duly authorized and executed warrants or vouchers therefore accompanied by a certificate executed by the Consultant 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 Project Fund of all costs and expenses incident to the issuance of the Bonds and interest accruing on the Bonds during the period of acquisition and construction of the Project or withdrawals of sums for investment or reinvestment purposes under the terms of this Ordinance without a certificate from the Consultant.
Upon completion of the Project as hereinbefore provided, any surplus moneys remaining in the Project Fund and not required for the payment of unpaid costs thereof shall be used either to pay part of the first installment of interest on due on the Bonds or for the prepayment of principal of the Bonds. (Ord. 178, §5.2)
Sec. 8-65. Application of Revenues
(a) 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 shall as and when received be paid and deposited into the Revenue Fund unless otherwise specifically provided in this Ordinance. 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 this Ordinance. (Ord. 178, §6)
(b) Application of Moneys 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, it will on the first day of each month, beginning in the month following the month in which the Project is placed into operation, administer and allocate all of the moneys then held in the Revenue Fund as follow:(i) Operation and Maintenance Account. There shall first be paid and credited to the Operation and Maintenance Account an amount sufficient to pay the estimated Expenses during the ensuing month. 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 Expenses of the System.
(ii) Debt Service Account. There shall next be paid and credited monthly to the Debt Service Account, to the extent necessary to meet on each Bond Payment Date the payment of a1. Beginning with the first of said monthly deposits and continuing on the first day of each month thereafter to and including August 1, 2014, an equal pro rata portion of the amount of interest becoming due on the Bonds on the next succeeding Interest Payment Date; and
2. Beginning on September 1, 2014, and continuing on the first day of each month thereafter so long as any of the Bonds remain Outstanding and unpaid, an amount not less than 1/12 of the amount of principal and interest that will become due on the Bonds on the next succeeding Bond Payment Date.
The amounts required to be paid and credited to the Debt Service Account pursuant to this Section shall be made at the same time and on a parity with the amounts at the time required to be paid and credited to the debt service accounts established for the payment of principal and interest on Parity Bonds under the provisions of the Parity Ordinances.
Any amounts deposited in the Debt Service Account as accrued interest or as capitalized interest in accordance with Section 64(b)(i) hereof shall be credited against the City’s payment obligations as set forth in subsection (ii)(1) of this Section.
All amounts paid and credited to the Debt Service Account shall be expended and used by the City for the sole purpose of paying (i) the interest on and principal of the Bonds as and when the same become due, and (ii) not more than twenty-four (24) months’ interest on advance construction loans made by the Purchaser of the Bonds prior to their delivery to the Purchaser and the receipt of full payment of the purchase price by the City.
If at any time the moneys in the Revenue Fund are insufficient to make in full the payments and credits at the time required to be made to the Debt Service Account and to the debt service accounts established to pay the principal of and interest on any Parity Bonds, the available moneys in the Revenue Fund shall be divided among such debt service accounts in proportion to the respective principal amounts of said series of bonds at the time outstanding which are payable from the moneys in said debt service accounts.(iii) Debt Service Reserve Account. There shall next be paid and credited to the Debt Service Reserve Account the sum of $409.00 each month until the amount on deposit in said Account aggregates the Debt Service Reserve Requirement. Except as hereinafter provided in this Section, all amounts paid and credited to the Debt Service Reserve Account shall be expended and used by the City solely to prevent any default in the payment of interest on or principal of the Bonds on any Maturity Date or Interest Payment Date if the moneys in the Debt Service Account are insufficient to pay the interest on or principal of said Bonds as they become due. So long as the Debt Service Reserve Account aggregates the Debt Service Reserve Requirement, no further payments into said Account shall be required, but if the City is ever required to expend and use a part of the money in said Account for the purpose herein authorized and such expenditure reduces the amount of said Account below the Debt Service Reserve Requirement, the City shall resume and continue said monthly payments into said Account until said Account shall again aggregate the Debt Service Reserve Requirement.
The amounts required to be paid and credited to the Debt Service Reserve Account pursuant to this Section shall be made at the same time and on a parity with the amounts at the time required to be paid and credited to the debt service reserve accounts established for the Parity Bonds under the provisions of the Parity Ordinances.
Moneys in the Debt Service Reserve Account may be used to call the Bonds for redemption and payment prior to their Stated Maturity, provided all of the Bonds at the time Outstanding are called for payment and funds are available to pay the same according to their terms. Moneys in the Debt Service Reserve Account shall be used to pay and retire the last Outstanding Bonds unless such Bonds and all interest thereon are otherwise paid. Any amounts in the Debt Service Reserve Account in excess of the Debt Service Reserve Requirement on any valuation date shall be transferred (i) during the period of acquisition and construction of the Project, to the Project Fund, and (ii) after such construction period, to the Revenue Fund.
If at any time the moneys in the Revenue Fund are insufficient to make in full the payments and credits at the time required to be made to the Debt Service Reserve Account and to the debt service reserve accounts established to protect the payment of any Parity Bonds, the available moneys in the Revenue Fund shall be divided among such debt service reserve accounts in proportion to the respective principal amounts of said series of bonds at the time outstanding which are payable from the moneys in such debt service reserve accounts.
(iv) Replacement and Extension Account. After all payments and credits required at the time to be made under (1) the provisions of paragraphs (i), (ii) and (iii) of this Section and (2) the provisions of Ordinances of the City authoring additional System Revenue Bonds relating to payments required to be made to debt service accounts and debt service reserve accounts for additional System Revenue Bonds have been made, there shall next be paid and credited to the Replacement and Extension Account, on the first day of each month in which no deposit is required to be made to the Debt Service Reserve Account pursuant to subsection (c) above, the amount of $409.00 each month so long as any of the Bonds remain outstanding. Except as hereinafter provided in Section 8-65(c), moneys in the Replacement and Extension Account shall be expended and used by the City, if no other funds are available therefor, solely (i) for the purpose of making unusual or extraordinary 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, including replacing or repairing portions of the System or major items of any plant or equipment which either have been fully depreciated and are worn out or have become inefficient, uneconomical or obsolete, or (ii) for the purpose of extending and improving the System.
(v) Surplus Account. After all payments and credits required at the time to be made under the provisions of paragraphs (i), (ii), (iii) and (iv) of this Section have been made, all moneys remaining in the Revenue Fund shall be paid and credited to the Surplus Account. Moneys in the Surplus Account shall be expended and disbursed as follows:1. First, so long as either the balance on hand in the Debt Service Reserve Account is less than the Debt Service Reserve Requirement or the balance on hand in the debt service reserve account for any issue of Parity Bonds is less than the debt service reserve requirement for such issue of Parity Bonds, all moneys in the Surplus Account shall be allocated to the Debt Service Reserve Account and the debt service reserve accounts for Parity Bonds, in proportion to the original principal amount of the Bonds and of each issue of Parity Bonds, respectively. In no event, however, shall either (i) the balance on hand in the Debt Service Reserve Account exceed the Debt Service Reserve Requirement or (ii) the balance on hand in the debt service reserve account for any issue of Parity Bonds exceed the debt service reserve requirement for such issue of Parity Bonds.
2. Second, so long as the balance on hand in the debt service reserve account for any issue of junior lien System Revenue Bonds is less than the debt service reserve requirement for such issue of junior lien System Revenue Bonds all moneys in the Surplus Account shall be allocated to the debt service reserve account(s) for each issue of junior lien System Revenue Bonds according to the Ordinance(s) of the City authorizing each issue of junior lien System Revenue Bonds. In no event, however, shall the balance on hand in the debt service reserve account for any issue of junior lien System Revenue Bonds exceed the debt service requirement for such issue of junior lien System Revenue Bonds.
3. Third, after subparagraphs (1) and (2) have been complied with, in any month in which the payment and credit to the Replacement and Extension Account is less than the amount required to be so paid by paragraph (iv) of this Section (the “Total Monthly Replacement and Extension Account Deposit”), all moneys in the Surplus Account shall be used to make a transfer to the Replacement and Extension Account in the amount required to make up the deficiency in the Total Monthly Replacement and Extension Account Deposit for said month.
4. Fourth, after subparagraphs (1), (2), and (3) have been complied with, moneys in the Surplus Account may be expended and used for the following purposes as determined by the governing body of the City:a) Paying Expenses of the System to the extent that may be necessary after the application of the moneys held in the Operation and Maintenance Account under the provisions of paragraph (i) of this Section;
b) Paying the cost of extending, enlarging or improving the System;
c) Preventing default in, anticipating payments into or increasing the amounts in the debt service accounts or the debt service reserve accounts for System Revenue Bonds or in the Replacement and Extension Account, or any one of them or establishing or increasing the amount of any debt service account or debt service reserve account created by the City for the payment of any additional System Revenue Bonds; or
d) Calling, redeeming and paying prior to State Maturity, or at the option of the City, purchasing in the open market at the best price obtainable not exceeding the redemption price (if any bonds are callable), the Bonds or any other System Revenue Bonds, including principal, interest and redemption premium, if any; provided, however, that so long as any of the Bonds are owned or insured by the Purchaser, no moneys in the Surplus Account shall be used to redeem or purchase any other System Revenue Bonds without the written consent of the Purchaser.(vi) Deficiency of Payments into Funds and Accounts. If at any time the Revenues are 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, such payments and credits being made and applied in the order hereinbefore specified in this Section. (Ord. 178, §6.1)
(c) Transfer of Funds to Paying Agent. The Treasurer or other authorized officer of the City is hereby authorized and directed to withdraw from the Debt Service Account, and, to the extent necessary to prevent a default in the payment of either principal of or interest on the Bonds, from the Debt Service Reserve Account, the Surplus Account and the Replacement and Extension Account as provided in Section 8-65(b) hereof, sums sufficient to pay the principal of and interest on the Bonds as and when the same become due on any Bond Payment Date, 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 Business Day immediately preceding each Bond Payment Date. If, through lapse of time, or otherwise, the Registered Owners of Bonds are no longer entitled to enforce payment of their obligations, it shall be the duty of the Paying Agent forthwith to return said funds to the City. All moneys deposited with the Paying Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance. (Ord. 178, §6.2)
(d) Payments Due on Saturdays, Sundays and Holidays. In any case where a Bond Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be made on such Bond Payment Date but may be made on the next succeeding Business Day with the same force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after such Bond Payment Date. (Ord. 178, §6.3)
(e)Nonpresentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been, made available to the Paying Agent all liability of the City to the Registered Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Ordinance or on, or with Respect to, said Bond. If any Bond is not presented for payment within four years following the date when such Bond becomes due at Maturity, the Paying Agent shall repay to the City the funds theretofore held by it for payment of such Bond, and such, Bond shall, subject to the defense of any applicable statute of limitation thereafter be an unsecured obligation of the City, and the Registered Owner thereof shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. (Ord. 178, §6.4)
Sec. 8-66. Deposit and Investment of Moneys.
(a) Deposit and Investment of Moneys.
(i) Money in each of the funds and accounts created by and referred to in this Ordinance shall be deposited in a bank or banks located in the State of Missouri that are members of the Federal Deposit Insurance Corporation. All such deposits shall be continuously and adequately secured by the banks holding such deposits as provided by the laws of the State of Missouri.
(ii) Money held in any fund or account referred to in this Ordinance may be invested in Permitted Investments. No such investment shall be made for a period extending longer than the date when the money 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; provided, however, that all earnings on investments held in the Debt Service Reserve Account shall accrue to and become a part of such Account until the amount on deposit in such Account shall aggregate the Debt Service Reserve Requirement, and thereafter, all such earnings shall be credited to the Revenue Fund. 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; provided, however, that investments held in the Debt Service Reserve Account shall be valued at market value only. 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. (Ord. 178, §7)
Sec. 8-67. General Covenants and Provisions.
The City covenants and agrees with each of the Registered Owners of any of the Bonds that so long as any of the Bonds remain Outstanding and unpaid it will comply with each of the following covenants:
(a) Corporate Existence; Efficient and Economical Operation. The City will maintain its corporate identity and existence so long as any of the Bonds remain Outstanding, unless another body corporate and politic by operation of law succeeds to the powers, privileges, rights, liabilities, disabilities and duties of the City and is obligated by law to comply with the terms and provisions of this Ordinance without materially adversely affecting at any time the privileges and rights of any Owner of any Outstanding Bond.
The City will continuously own and will operate the System as a revenue producing facility in an efficient and economical manner and will keep and maintain the same in good repair and working order. The City will establish and maintain such rules and regulations for the use of the System as may be necessary to assure maximum utilization and most efficient operation of the System. (Ord. 178, §8)
(b) Rate Covenant. The City in accordance with and subject to applicable legal requirements will fix, establish, maintain and collect such rates and charges for the use and services furnished by or through the System as will produce Revenues sufficient to (a) pay the Expenses of the System; (b) pay the principal of and interest on the Bonds as and when the same become due at the Maturity thereof or on any Interest Payment Date; and (c) 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. The City will, from time to time as often as necessary, in accordance with and subject to applicable legal requirements, revise the rates and charges aforesaid in such manner as may be necessary or proper so that the Revenues will be sufficient to cover the obligations under this Section and otherwise under the provisions of this Ordinance. (Ord. 178, §8.1)
(c) Reasonable Charges for all Services. None of the facilities or services provided by the System will be furnished to any user (excepting the City itself) without a reasonable charge being made therefor. If the Revenues are at any time insufficient to pay the reasonable Expenses 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 furnished to the City 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.
The City will serve any applicant within the service area of the System who desires the services of the System and who can feasibly and legally be served. So long as any of the Bonds are owned or insured by the Purchaser, the City will obtain the concurrence of the Purchaser prior to refusing services to such applicant. (Ord. 178, §8.2)
(d) Restrictions on Mortgage or Sale of System. The City will not mortgage, pledge or otherwise encumber the System or any part thereof, nor will it sell, lease or otherwise dispose of the System or any material part thereof; provided, however, the City may, but only with the consent of the Purchaser so long as any of the Bonds are owned or insured by the Purchaser:(i) sell at fair market value any portion of the System which has been replaced by other similar property of at least equal value, or which ceases to be necessary for the efficient operation of the System, and in the event of sale, the City will apply the proceeds to either (1) redemption of Outstanding Bonds in accordance with the provisions governing repayment of Bonds in advance of Stated maturity, or (2) replacement of the property so disposed of by other property the revenues of which shall be incorporated into the Revenues as hereinbefore provided;
(ii) cease to operate, abandon or otherwise dispose of any property which has become obsolete, nonproductive or otherwise unusable to the advantage of the City; or
(iii) grant a security interest in equipment to be purchased with the proceeds of any loan, lease or other obligation undertaken in accordance with Section 8-70 hereof. (Ord. 178, §8.3)(e) Insurance; Fidelity Bond Coverage. The City will carry and maintain insurance with respect to the System and its operations against such casualties, contingencies and risks (including but not limited to property and casualty, fire and extended coverage insurance upon all of the properties forming a part of the System insofar as the same are of an insurable nature, public liability, worker’s compensation and employee dishonesty insurance), such insurance to be of the character and coverage and in such amounts as would normally be carried by other municipalities or public entities engaged in similar activities of comparable size and similarly situated. In the event of loss or damage, the City, with reasonable dispatch, will use the proceeds of such insurance in reconstructing and replacing the property damaged or destroyed, or in paying the claims on account of which such proceeds were received, or if such reconstruction or replacement is unnecessary or impracticable, then the City will pay and deposit the proceeds of such insurance into the Revenue Fund. The City will annually review the insurance it maintains with respect to the System to determine that it is customary and adequate to protect its property and operations. The cost of all insurance obtained pursuant to the requirements of this Section shall be paid as an Expense out of the Revenues.
All officers and employees of the City handling the funds and accounts of the System shall be bonded in each fiscal year in an amount not less than the total amount of principal and interest becoming due on all obligations of the City during the fiscal year or, so long as any of the Bonds are held or insured by the Purchaser, the amount required by the Purchaser.
As long as any of the Bonds are owned or insured by the Purchaser, the City will annually submit a report of its insurance and fidelity bond coverage to the Purchaser for review and approval. (Ord. 178, §8.4)
(f) Books, Records and Accounts. The City will install and maintain proper books, records and accounts (entirely separate from all other records and accounts of the City) in which complete and correct entries will be made of all dealings and transactions of or in relation to the System. Such accounts shall show the amount of Revenues received from the System, the application of such Revenues, and all financial transactions in connection therewith. Said books shall be kept by the City according to standard accounting practices as applicable to the operation of facilities comparable to the System. (Ord. 178, §8.5)
(g) Annual Budget. Prior to the commencement of each fiscal year, the City will cause to be prepared and filed with the City Clerk a budget setting forth the estimated receipts and expenditures of the System for the next succeeding fiscal year. So long as any of the Bonds are owned or insured by the Purchaser, 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 Purchaser of the Bonds. Said annual budget shall be prepared in accordance with the requirements of the laws of Missouri and shall contain all information that is required by such laws. (Ord. 178, §8.6)
(h) Audits. As long as any of the Bonds are owned or insured by the Purchaser, audits shall be made at such time and in such manner as the Purchaser shall require.
If none of the Bonds are owned or insured by the Purchaser, then 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. 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 audit, a copy thereof shall be filed in the office of the City Clerk, and, if any of the Bonds are owned or insured by the Purchaser, a duplicate copy of the audit shall be mailed to the Purchaser of the Bonds. 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 Registered Owner of any of the Bonds, or by anyone acting for or on behalf of such taxpayer, user or Registered Owner.
As soon as possible after the completion of each audit, the governing body of the City shall review such audit, and if the audit discloses that proper provision has not been made for all of the requirements of this Ordinance and the Act, the City 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. (Ord. 178, §8.7)
(i) Right of Inspection. The Purchaser of the Bonds and any Registered Owner or Owners of 10% of the principal amount of the Bonds then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data relating thereto, and shall be furnished all such information concerning the System and the operation thereof which the Purchaser or such Registered Owner or Owners may reasonably request. (Ord. 178, §8.8)
(j) Performance of Duties and Covenants. The City will faithfully and punctually perform all duties, covenants and obligations with respect to the operation of the System now or hereafter imposed upon the City by the Constitution and laws of the State of Missouri and by the provisions of this Ordinance. (Ord. 178, §8.9)
(k) Consultant’s Report. Upon the request of the Purchaser, but in no event more often than once every three years, the City will cause a Consultant to make an examination of and report on the condition and operations of the System, such report to include recommendations as to any changes in such operations deemed desirable. Each such report shall also make reference to any unusual or extraordinary items of maintenance and repair and any extensions or improvements that may be needed in the ensuing three-year period. A copy of each such report shall be filed in the office of the City Clerk and, upon written request, sent to the Purchaser of the Bonds or any Bondowner (at the expense of such Bondowner). (Ord. 178, §8.10)
(l)Tax Covenants.(i) The City covenants that (1) it will comply with all applicable provisions of the Code necessary to maintain the exclusion from federal gross income of the interest on the Bonds, and (2) it will comply with all provisions and requirements of the Federal Tax Certificate. The Mayor is hereby authorized and directed to execute the Federal Tax Certificate in a form that is approved by Bond Counsel, for and on behalf of and as the act and deed of the City. The City will also pass such other resolutions or ordinances and take such other actions as may be necessary to comply with the Code and with other applicable future laws, regulations, published rulings and judicial decisions, in order to ensure that the interest on the Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the City.
(ii) The covenants contained in this Section and in the Federal Tax Certificate shall remain in full force and effect notwithstanding the defeasance of the Bonds pursuant to Section 8-70 of this Ordinance or any other provision of this Ordinance, until the final Maturity of all Bonds Outstanding. (Ord. 178, §8.11)(m) Refinanced Bonds – When Required. The City hereby represents and covenants that it will refinance the unpaid balance, in whole or in part, of the Outstanding principal amount of the Bonds upon the request of the Purchaser if at any time it should appear to the Purchaser that the City is able and authorized by law to refinance the Bonds by obtaining a loan for such purposes from cooperatives or private sources at reasonable rates and terms. (Ord. 178, §8.12)
Sec. 8-68. Additional Bonds and Obligations.
(a) Senior Lien Bonds. The City covenants and agrees that so long as any of the Bonds remain Outstanding, the City will not issue any additional bonds or incur or assume any other debt obligations appearing as liabilities on the balance sheet of the City or the System for the payment of moneys determined in accordance with generally accepted accounting principles consistently applied, including capital leases as defined by generally accepted accounting principles, payable out of the Net Revenues or any part thereof which are superior to the Bonds. (Ord. 178, §9)
(b) Parity Lien Bonds and Other Obligations. The City covenants and agrees that so long as any of the Bonds remain Outstanding, it will not issue any additional bonds or other long-term obligations payable out of the Net Revenues or any part thereof which stand on a parity or equality with the Bonds unless Section 8-68(e) hereof is complied with and the following conditions are met:(i) The City shall not be in default in the payment of principal of or interest on any Bonds or any Parity Bonds at the time outstanding 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 (unless such additional revenue bonds or obligations are being issued to provide funds to cure such default).
(ii) Either of the following:
1. The Net Revenues Available for Debt Service, as determined by a certified public accountant or firm of certified public accountants, for the fiscal year immediately preceding the issuance of additional bonds shall have been equal to at least 120% of the Average Annual Debt Service for 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, such accountant(s) may adjust said Net Revenues Available for Debt Service by adding thereto, in the event the City has made any increase in rates for the use and services of the System and such increase has not been in effect during all of the fiscal year immediately preceding the issuance of additional bonds, the amount, as estimated by such accountant(s) or a Consultant, of the additional Net Revenues Available for Debt Service which would have resulted from the operation of the System during said preceding fiscal year had such rate increase been in effect for the entire period.
2. The Net Revenues Available for Debt Service projected to be derived by the City from the operation of the System for the fiscal year 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 determined by a Consultant, shall be equal to at least 120% of the average of the Debt Service Requirements in all fiscal years succeeding said fiscal year in which such improvements are expected to be placed in commercial operation. In determining the projected Net Revenues Available for Debt Service for the purpose of this subsection, the Consultant may adjust said projections by adding thereto any estimated increase in Net Revenues Available for Debt Service resulting from any increase in rates for the use and services of the System duly made by the City and which shall be in effect for the period of such projections which, in the opinion of the Consultant, are economically feasible and reasonably considered necessary based on projected operations of the System.
(iii) So long as any of the Bonds are owned or insured by the Purchaser, any Ordinance authorizing such additional parity bonds shall contain substantially the same terms, conditions, covenants and procedures as established in this Ordinance and such Ordinance authorizing such additional revenue bonds shall acknowledge the fact that the Bonds may be called for redemption and payment prior to the Stated Maturity thereof as a requirement of the Purchaser as contained in 7 U.S.C. 1983(3), 7 C.F.R. Part 1780, and any succeeding federal laws and regulations applicable thereto.
Additional revenue bonds 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 with the Bonds, and the City may make equal provision for paying said bonds and the interest thereon out of the Revenue Fund and may likewise provide for the creation of reasonable debt service accounts and debt service reserve accounts for the payment of such additional bonds and the interest thereon out of moneys in the Revenue Fund. (Ord. 178, §9.1)
(c) Junior Lien Bonds and Other Obligations. Nothing in this Section contained shall prohibit or restrict the right of the City to issue additional revenue bonds or other revenue obligations for any lawful purpose in connection with the operation of the System and benefitting the System and to provide that the principal of and interest on said revenue bonds or obligations shall be payable out of the Net Revenues of the System, provided at the time of the issuance of such additional revenue bonds or obligations Section 8-68(e) hereof is complied with and the City is not in default in the performance of any covenant or agreement contained in this Ordinance (unless such additional revenue bonds or obligations are being issued to provide funds to cure such default), 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 is in default in making any payments required to be made by it under the provisions of paragraphs (i), (ii) and (iii) of Section 8-65(b) 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 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. (Ord. 178, §9.2)
(d) Refunding Bonds. Subject to the continuing obligation of the City to comply with the provisions of Section 8-68(e) hereof and with 7 U.S.C. 1983(3) and regulations issued thereunder so long as any of the Bonds are owned or insured by the Purchaser, the City shall have the right, if it shall find it desirable, without complying with the provisions of Section 8-68(b) 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 Net Revenues of the System; provided, however, that if only a portion of the Bonds are refunded and if said Bonds are refunded in such manner that the aggregate amount of principal and interest scheduled to become due on the refunding bonds in any fiscal year (taking into account scheduled mandatory redemptions) exceeds the aggregate amount of principal and interest scheduled to become due on the refunded Bonds in said fiscal year (taking into account scheduled mandatory redemptions) then said Bonds may be refunded without complying with the provisions of Section 8-68(b) hereof only by and with the written consent of the Registered Owners of a majority in principal amount of the Bonds not refunded. (Ord. 178, §9.3)
(e) Consent of Purchaser to Additional Bonds. Notwithstanding any provision in this Ordinance to the contrary, as long as any of the Bonds that remain Outstanding are owned or insured by the Purchaser, the City will not issue any additional bonds or other obligations having a claim on the Net Revenues or any part thereof without the prior written consent of the Purchaser. (Ord. 178, §9.4)
Sec. 8-69. Default and Remedies.
(a) Acceleration of Maturity upon Default. The City covenants and agrees that if it defaults in the payment of the principal of or interest on any of the Bonds as the same become due on any Bond Payment Date, or if the City or its governing body or any of the officers, agents or employees thereof fail or refuse to comply with any of the provisions of this Ordinance or of the constitution or statutes of the State of Missouri, and such default continues for a period of 60 days after written notice specifying such default has been given to the City by the Registered Owner of any Bond then Outstanding, then, at any time thereafter and while such default continues, the Registered Owners of 25% 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 has 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 has been paid in full and all other defaults, if any, by the City under the provisions of this Ordinance and under the provisions of the statutes of the State of Missouri have been cured, then and in every such case the Registered 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. (Ord. 178, §10)
(b) Other Remedies. The provisions of this Ordinance, including the covenants and agreements herein contained, shall constitute a contract between the City and the Registered Owners of the Bonds, and the Registered Owner or Owners of not less than 10% in principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all Registered Owners of Bonds similarly situated:(i) by mandamus or other suit, action or proceedings at law or in equity to enforce the rights of such Registered Owner or Owners against the City and its officers, agents and employees, and to require and compel duties and obligations required by the provisions of this Ordinance or by the Constitution and laws of the State of Missouri;
(ii) 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(iii) by suit, action or other proceedings in equity or at law to enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners of the Bonds. (Ord. 178, §10.1)
(c) 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 Registered Owners of such Outstanding Bonds. (Ord. 178, §10.2)
(d) Remedies Cumulative. No remedy conferred herein upon the Bondowners is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred herein. No waiver of any default or breach of duty or contract by the Registered Owner of any Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies consequent thereon. No delay or omission of any Bondowner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the Registered Owners of the Bonds by this Ordinance may be enforced and exercised from time to time and as often as may be deemed expedient. If any suit, action or proceedings taken by any Bondowner on account of any default or to enforce any right or exercise any remedy has been discontinued or abandoned for any reason, or has been determined adversely to such Bondowner, then, and in every such case, the City and the Registered Owners of the Bonds. shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Bondowners shall continue as if no such suit, action or other proceedings had been brought or taken. (Ord. 178, §10.3)
(e) 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. (Ord. 178, §10.4)
Sec. 8-70. Defeasance.
(a) Defeasance. When any or all of the Bonds or the interest payments thereon have been paid and discharged, then the requirements contained in this Ordinance and the pledge of Net Revenues made hereunder and all other rights granted hereby shall terminate with respect to the Bonds or interest payments so paid and discharged. Bonds or the interest payments thereon shall be deemed to have been paid and discharged within the meaning of this Ordinance if there has been deposited with a commercial bank or trust company located in the State of Missouri and having full trust powers, at or prior to the Stated Maturity or Redemption Date of said Bonds or interest payments thereon, in trust for and irrevocably appropriated thereto, money and/or Defeasance Obligations which, together with the interest to be earned thereon, will be sufficient for the payment of the principal or Redemption Price of said Bonds, and/or interest to accrue on such Bonds to the Stated Maturity or Redemption Date, 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 Stated Maturity thereof, (1) the City shall have elected to redeem such Bonds, and (2) either notice of such redemption shall have been given; or the City shall have given irrevocable instructions, or shall have provided for an escrow agent to give irrevocable instructions, to the Paying Agent to redeem such Bonds in compliance with Section 8-62(b)(i) of this Ordinance. Any money and Defeasance Obligations that at any time shall be deposited with a commercial bank or trust company by or on behalf of the City, for the purpose of paying and discharging any of the Bonds or the interest payments thereon, shall be and are hereby assigned, transferred and set over to such bank or trust company in trust for the respective Registered Owners of the Bonds, and such money shall be and are hereby irrevocably appropriated to the payment and discharge thereof.
All moneys and Defeasance Obligations deposited with such bank or trust company shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance.
Notwithstanding any provision herein to the contrary, as long as any of the Bonds are owned or insured by the Purchaser, the City will not issue any additional revenue bonds or other obligations for the purpose of providing funds to refund all or part of the Bonds unless either (i) all of the Bonds are paid, retired and cancelled concurrently with the issuance of such refunding revenue bonds or other obligations or at the first interest and principal payment date for the Bonds occurring after the issuance of the refunding revenue bonds or other obligations, or (ii) written consent to the issuance of such refunding revenue bonds or other obligations is given by the Purchaser. (Ord. 178, §11)
Sec. 8-71. Miscellaneous Provisions.
(a) Amendments. The rights and duties of the City and the Bondowners, and the terms and provisions of the Bonds or of this Ordinance, may be amended or modified at any time in any respect by Ordinance of the City with the written consent of the Registered Owners of not less than a majority in principal amount of the Bonds then Outstanding, such consent to be evidenced by an instrument or instruments executed by such Registered Owners and duly acknowledged or proved in the manner of a deed to be recorded, and such instrument or instruments shall be filed with the City Clerk, but no such modification or alteration shall:
(i) extend the maturity of any payment of principal or interest due upon any Bond;
(ii) effect a reduction in the amount which the City is required to pay by way of principal of or interest on any Bond;
(iii) permit the creation of a lien on the Net Revenues of the System prior or equal to the lien of the Bonds or Parity Bonds;(iv) permit preference or priority of any Bonds over any other Bonds; or
(v) reduce the percentage in principal amount of Bonds required for the written consent to any modification or alteration of the provisions of this Ordinance.Any provision of the Bonds or of this Ordinance may, however, be amended or modified by Ordinance duly passed by the governing body of the City at any time in any respect with the written consent of the Registered Owners of all of the Bonds at the time Outstanding.
Without notice to or the consent of any Bondowners, the City may amend or supplement this Ordinance for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein or in connection with any other change therein which is not materially adverse to the interests of the Bondowners.
Every amendment or modification of the provisions of the Bonds or of this Ordinance, to which the written consent of the Bondowners is given, as above provided, shall be expressed in an ordinance passed by the governing body of the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified copy of every such amendatory or supplemental Ordinance, if any, and a certified copy of this Ordinance shall always be kept on file in the office of the City Clerk, and shall be made available for inspection by the Registered Owner of any Bond or a prospective purchaser or owner of any Bond authorized by this Ordinance, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental Ordinance or of this Ordinance will be sent by the City Clerk to any such Bondowner or prospective Bondowner.
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 Registered Owners of the Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification.
The City shall furnish to the Paying Agent a copy of any amendment to the Bonds or this Ordinance made hereunder which affects the duties or obligations of the Paying Agent under this Ordinance. (Ord. 178, §12)
(b) Notices, Consents and Other Instruments by Bondowners. Any notice, consent, request, direction, approval, objection or other instrument required by this Ordinance to be signed and executed by the Bondowners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondowners in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any action taken, suffered or omitted under any such instrument, namely:(i) The fact and date of the execution by any person of any such instrument may be proved by a certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution.
(ii) The fact of ownership of Bonds, the amount or amounts, numbers and other identification of Bonds, and the date of holding the same shall be proved by the Bond Register.As long as any of the Bonds are owned or insured by the Purchaser, the Purchaser shall be deemed to be a Bondowner for purposes of Section 8-70 and Section 8-71 of this Ordinance.
In determining whether the Registered Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Ordinance, Bonds owned by the City shall be disregarded and deemed not to be Outstanding under this Ordinance, except that, in determining whether the Bondowners shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Bondowners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Bondowners the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the City. (Ord. 178, §12.1)(c) Further Authority. The officers of the City, including the Mayor and City Clerk, 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. (Ord. 178, §12.2)
(d) Severability. If any section or other part of this Ordinance, whether large or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Ordinance. (Ord. 178, §12.3)
(e) Governing Law. This Ordinance shall be governed exclusively by and constructed in accordance with the applicable laws of the State of Missouri. (Ord. 178, §12.4)
(f) Effective Date. This Ordinance shall take effect and be in full force from and after its passage by the Board of Aldermen and approval by the Mayor. (Ord. 178, §12.5)(g) Electron Transactions. The parties agree that the transaction described herein may be conducted and related documents may be stored by electronic means. (Ord. 178, §12.6)
Passed by the Board of Aldermen of the City of Vienna, Missouri, and APPROVED by the Mayor this 29th day of August, 2011. (Ord. 178, §12.7)
Sec. 8-72. Form of Bond with Principal and Interest Payable in Installments
UNITED STATES OF AMERICA
STATE OF MISSOURI
Case No. ____________
Registered Registered
No. R-l $967,000
149.43
CITY OF VIENNA, MISSOURI
COMBINED WATERWORKS AND
SEWERAGE SYSTEM REVENUE BOND
SERIES A
Registered Owner: United States of America,
United States Department of Agriculture
Principal Amount: Nine hundred sixty-seven thousand dollars
THE CITY OF VIENNA, MISSOURI, a city of the fourth class and a political subdivision of the State of Missouri (the “City”), for value received, hereby promises to payout of the funds hereinafter specified, to the registered owner shown above, or its registered assigns, but solely from the source and in the manner herein specified, the principal amount shown above and to pay interest thereon, but solely from the source and in the manner herein specified, from the effective date of registration of this Bond (which date is set forth on the last page of this Bond) at the rate of 3.375% per annum, payable September 1, 2013, and thereafter annually on September 1 in each year, on the unpaid principal balance until paid in full.
The principal or redemption price of and interest on this Bond shall be payable in installments as follows:
Interest only shall be payable annually on September 1, 2013, and
September 1, 2014, and thereafter both principal of and interest on this Bond shall become due in installments of $49,037 on September 1, 2015, and annually thereafter on September 1 until the principal and interest are fully paid except that the final installment of the entire remaining principal and interest on this Bond, if not sooner paid, shall be due and payable on September 1, 2047.
Every payment made on the obligation evidenced by this Bond shall be applied first to accrued interest and then to principal. Both principal of and interest on this Bond are hereby made payable in any coin or currency which, on the respective dates of payment of principal and interest, is legal tender for the payment of debts due the United States of America.
Bonds that are owned by the United States of America acting through the United States Department of Agriculture, including the respective installments or principal corresponding thereto in the case of a Bond, the principal of and interest on which are payable in installments, shall be subject to redemption and prepayment prior to maturity, at the option of the City, in whole or in part at any time upon payment of the par value of the principal amount of Bonds to be redeemed and prepaid, plus accrued interest thereon to the date fixed for redemption and prepayment, without premium.
Bonds that are not owned by the United States of America acting through the United States Department of Agriculture (including the respective installments of principal corresponding thereto), are not subject to redemption prior to September 1, 2021. Such Bonds, including installments of principal in the case of a Bond, the principal of and interest on which are payable in installments, maturing in the years 2022 to 2047, inclusive, are subject to redemption and payment at the option of the City on September 1, 2021, or at any time thereafter in whole or in part at the principal amount thereof, plus accrued interest thereon to the date fixed for redemption and payment, without premium.
If this Bond or any installment of principal of this Bond be called for redemption as aforesaid, interest on this Bond or on such installments of principal of this Bond will cease on the specified redemption date provided funds or securities in which such funds are invested for such redemption are on deposit with the hereinafter referred to Paying Agent prior to the redemption date. Redemption of less than all of the unpaid installments of principal of this Bond shall not reduce the annual installment of principal and interest payable each year. If all of the unpaid installments of principal of this Bond be called for redemption, this Bond shall no longer be entitled to the benefits and protection of the covenants contained in the Ordinance authorizing this Bond and shall not be deemed to be outstanding under the provisions of said Ordinance.
Notice of redemption, unless waived, is to be given by the Paying Agent by mailing an official redemption notice by first class mail at least 30 days prior to the date fixed for redemption, to the Purchaser of the Bonds and each registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest.
During such time as this Bond is outstanding and unpaid, interest and principal installment payments accruing on this Bond, except for the final payment of the entire indebtedness, shall be payable by check or draft to the Registered Owner hereof without presentation of this Bond by the Treasurer of the City (the “Paying Agent”). Final payment of the entire obligation evidenced by this Bond shall be payable upon presentation and surrender of this Bond at the office of the Paying Agent.
This Bond is one of a duly authorized issue of bonds of the City designated “Combined Waterworks and Sewerage System Revenue Bonds, Series A,” aggregating the principal amount of $967,000 (the “Bonds”), issued by the City for the purpose of building a water treatment plant and improving the combined waterworks and sewerage system (said combined waterworks and 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 the Constitution and laws of the State of Missouri, including particularly Chapter 250 of the Revised Statutes of Missouri, as amended, and pursuant to an election duly held in the City and an ordinance duly passed by the governing body of the City (herein called the “Ordinance”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Ordinance.
The Bonds are 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 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 and secured by the Net Revenues; provided, however, that such additional bonds may be so issued only in accordance with and subject to the covenants, conditions and restrictions relating thereto set forth in the Ordinance.
The City hereby covenants with the Registered Owner of this Bond that it will keep and perform all covenants and agreements contained in the Ordinance, and 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 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 Registered 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 on the Bond Register kept for that purpose at the office of the Paying Agent, upon surrender of this Bond together with a written instrument of transfer or exchange satisfactory to the Paying Agent duly executed by the Registered Owner or the Registered Owner’s duly authorized agent, and thereupon a new Bond or Bonds in any authorized denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Ordinance and upon payment of the charges therein prescribed. The City and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes.
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 and for the application of the same as hereinbefore provided.
IN WITNESS WHEREOF, THE CITY OF VIENNA, 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 affixed hereto or imprinted hereon, and has caused this Bond to be dated August 29, 2011.
CERTIFICATE OF AUTHENTICATION
CITY OF VIENNA, MISSOURI
This Bond is one of the Bonds of the issue
described in the within-mentioned Ordinance.
By: _____________________
Mayor
Effective Date
of Registration: ____________________
(SEAL)
_________________,
Treasurer of the City of Vienna, Missouri,
ATTEST:
as Paying Agent
________________________
City Clerk
City’s Mailing Address:
________________________
________________________
________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints __________________ agent to transfer the within Bond on the books kept by the Paying Agent for the registration thereof, with full power of substitution in the premises.
Dated: ________________ ____________________________
NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular.
Signature Guaranteed By:
___________________________________
(Name of Eligible Guarantor Institution)
By: _____________________________
Title: __________________________
(Ord. 178, §13
Sections 8-73 to 8-99. Reserved.
ARTICLE III
PROCUREMENT POLICY
Sec. 8-100. Purchasing agent designated
The City Clerk of the City of Vienna, Missouri, or her/his designee is hereby designated as the City’s Purchasing Agent. The Purchasing Agent when authorized shall procure for the City the bids for all supplies and contractual services needed by the City, in accordance with the procedures prescribed by this Article or required by law. (Ord. 108, §1)
Sec. 8-101. Duties generally.
In addition to the purchasing authority conferred in this Article, and in addition to any other powers and duties conferred by this Article, the Purchasing Agent shall:
(a) Act to procure for the City the highest quality in supplies and contractual services at the least expense to the City.
(b) Discourage uniform bidding and endeavor to obtain as full and open competition as possible on all purchases.
(c) Keep informed of current developments in the field of purchasing, prices, market conditions and new products, and secure for the City the benefits of research done in the field of purchasing by other governmental jurisdictions, national technical societies, trade associations, and by private businesses and organizations.
(d) Prescribe and maintain such forms necessary for the operation of the purchasing function.
(e) Prepare, adopt and maintain a vendors’ catalog file. Said catalogs shall be filed according to materials and shall contain descriptions of vendors’ commodities, prices, and discounts.
(f) Exploit the possibilities of buying “‘in bulk” so as to take advantage of discounts.
(g) Act so as to procure for the City all Federal and State tax exemptions to which it is entitled.
(h) Have the authority to declare vendors, who default on their quotations, as irresponsible bidders and to disqualify them from receiving any business from the Municipality for a stated period of time.
(i) Have the department heads to inspect and/or supervise the inspection of all deliveries with-regard to quantity, quality and conformance to specifications.
(j) Pursue all appropriate
claims against suppliers, shippers or carriers. (Ord. 108, §1)
Sec. 8-102. Gifts and rebates.
The Purchasing Agent and every other officer
and employee of the City are expressly prohibited from accepting, directly or
indirectly, from any person, company, firm or corporation to which any purchase
or contract is or might be awarded, any rebate, gift, money or anything of value
whatsoever, except where given for the use and benefit of the City. Violation
of the provisions of this Section shall upon conviction thereof be punished
by a fine of not more than $500.00 or imprisonment for not more than 90 days
or by both such fine and imprisonment. (Ord. 108, §1)
Sec. 8-103. Purchase orders
Each City department or agency shall file with
the Purchasing Agent or her designee a purchase order which identifies in detail
the supplies or services needed, the cost for such supplies or services, and
how the cost was obtained (e.g. phone inquiry, catalog, writing, etc.). (Ord.
108, §1)
Sec. 8-104. Purchasing and competitive bidding.
When the City negotiates any purchase, procurement, lease or other contract, the following procedure shall be followed:
(a) The department heads may make purchases up to a total consideration of one thousand dollars ($1,000.00) or less without the approval of the Purchasing Agent or the Board of Alderman and pursuant to the procedures set forth in Section 8-110.
(b) The Purchasing Agent shall request quotations or telephone bids from at least three (3) businesses or vendors on all purchases when the total consideration is more than one thousand dollars ($1,000.00) but less than five thousand dollars ($5,000.00). The name of the business submitting a quotation, the date and the amount of each quotation shall be recorded and maintained by the Purchasing Agent. The lowest and/or best bid shall be selected by the Purchasing Agent upon consultation with the department head. A purchase of an item or service under this subsection, not included in the budget approved by the Board of Alderman, must be approved by the Board of Alderman.
(c) The Purchasing Agent shall advertise and solicit, according to the procedures set forth in this Article, written sealed bids for any purchase in which the consideration is in excess of five thousand dollars ($5,000.00). Whenever possible, at least three (3) bids should be obtained from prospective, qualified vendors. The Board of Alderman shall award the contract or purchase.
(d) Individual contracts, purchases, or sales, for any nature of goods, supplies, commodities, or services shall not be excluded from the requirement of competitive bidding hereinabove described.
(e) Individual contracts or
purchases shall not be subdivided for the purpose of evading the requirement
of competitive bidding. (Ord. 108, §1)
Sec. 8-105. Notice defined
The notice required by Section 8-104, shall consist of the following:
(a) Notice inviting bids shall be published once in at least one (1) newspaper of the City at least five (5) days preceding the last day set for the receipt of proposals. The newspaper notice required herein shall include a general description of the articles to be purchased, state where bid blanks and specifications may be secured, and state the time and place for opening bids.
(b) The Purchasing Agent or her designee shall also solicit sealed bids from all responsible prospective suppliers who have requested their names be added to a “Bidders’ List” which the Purchasing Agent shall maintain, by sending them a copy of such newspaper notice or such other notice as will acquaint them with the proposed purchase. In any case, invitations sent to the vendors on the “Bidders’ List” shall be limited to commodities that are similar in character and ordinarily handled by the trade group to which the invitations are sent.
(c) The Purchasing Agent shall also advertise all purchases by a notice posted on the public bulletin board in the City Hall.
(d) The Purchasing Agent shall
also solicit sealed bids by direct mail request to prospective vendors and by
telephone as may seem to her to be in the best interest of the City. (Ord. 108,
§1)
Sec. 8-106. Bid opening procedure
Bids shall be submitted sealed to the Purchasing
Agent or her designee and shall be identified as bids on the envelope. They
shall be opened in public at the time and place stated in the public notices.
A tabulation of all bids received shall be posted for public inspection.
(Ord. 108, §1)
Sec. 8-107. Lowest qualified bidder.
The City reserves the right to reject any or all bids. Contracts shall be awarded to the lowest responsible qualified bidder at the discretion of the Purchasing Agent and/or Board of Alderman, as the case may be. Bids shall not be accepted from, nor contract awarded to, a contractor who is in default on the payment of taxes, licenses or other monies due the City. In determining “‘lowest qualified bidder,” in addition to price, the following shall be considered:
(a) The ability, capacity and skill of the bidder to perform the contract or provide the service required;
(b) Whether the bidder can perform the contract or provide the service promptly, or within the time specified, without delay or interference;
(c) The character, integrity, reputation, judgment, experience and efficiency of the bidder.
(d) The quality of performance of previous contracts or services;
(e) The previous and existing compliance by the bidder with laws and ordinances relating to the contract or service;
(f) The sufficiency of the financial resources and ability of the bidder to perform the contract or provide the service;
(g) The quality, availability and adaptability of the supplies, or contractual services to the particular use required;
(h) The ability of the bidder to provide future maintenance and service for the use of the subject of the contract;
(i) The number and scope
of conditions attached to the bid. (Ord. 108, §1)
Sec. 8-108. Justification of award.
When the award is not given to the lowest bidder, a full and complete statement of the reasons for placing the order elsewhere shall be entered upon the journal of the Board. (Ord. 108, §1)
Sec. 8-109. Tie bids
(a) If all bids received or the lowest bids received are for the same total amount or unit price, quality and service being equal, the contract shall be awarded to a local bidder.
(b) Where there is no local
low bidder, the award shall be made based on the recommendation by the Mayor
and department head. (Ord. 108, §1)
Sec. 8-110. Open market procedure.
(a) All purchases of supplies and contractual services for which competitive bidding is not required by Section 8-104 of this Article shall be made in the open market, without newspaper advertisement and without observing the procedure prescribed by this Article for the award of formal contracts.
(b) All open market purchases shall, whenever possible, be based on at least three (3) competitive bids, and shall be awarded to the lowest responsible bidder in accordance with the standards set forth in Section 8-107.
(c) The City shall solicit bids by:
(1) Direct mail request to prospective vendors;
(2) By telephone; and
(3) By public notice posted on the bulletin, board of the City Hall.
(4) Any other method which the Purchasing Agent may deem to be in the best interest of the City.
(d) The purchasing agent shall
keep a record of all open market orders, the method of soliciting bids, and
the bids submitted in competition thereon, and such records shall be open to
public inspections. (Ord. 108, §1)
Sec. 8-111. Emergency purchases.
Not withstanding any contrary provision of this Article, in case of an apparent emergency which requires immediate purchase of supplies or contractual services, the Purchasing Agent or her designee may authorize the purchase, after obtaining three (3) bids, at the lowest obtainable price, of any supplies or contractual services. A full explanation of the circumstances of an emergency purchase shall be made in writing and presented to the Mayor within five (5) days of the purchase and to the Board of Alderman at the next regularly scheduled meeting. For the purposes of this Section, “emergency” shall include, but is not limited to a breakdown in machinery and/or a threatened termination of essential services, including maintenance and repair of essential office equipment, or a dangerous condition develops, or when supplies are needed for immediate use in work which may vitally affect the safety, health or welfare of the public. (Ord. 108, §1)
Sec. 8-112. Exemptions from procurement procedures
Any purchases of federal surplus property, state
surplus property or from the
General Services Administration may be exempted from compliance with this
Article by the Board of Alderman. (Ord. 108, §1)
Sec. 8-113. Surplus property
On a yearly basis, or as needed, all departments
shall submit to the Purchasing Agent reports showing any real or personal property
to be declared surplus. The report shall include any surveys, drawings, appraisals
or other information that may be pertinent to the sale or disposal of the property.
The Purchasing Agent shall submit a report to the Board of Alderman informing
them of the content of the departmental reports. (Ord. 108, §1)
Sec. 8-114. Announcement and method of sale.
(a) A notice shall be published in compliance with the provisions of Section 8-105, announcing the City’s intent to sell the property. The Purchasing Agent shall offer for public inspection the file of all nonconfidential documents for public information.
(b) During the bid period, sealed bids may be filed with the Purchasing Agent. In determining which bid to accept, the council may consider the competitive nature of the bid as well as the location of the property and whether the bidder owns property adjacent to or close by the property which is the subject to the sale.
(c) The Board of Aldermen
may authorize additional methods of disposal of surplus property. (Ord.
108, §1)
Sec. 8-115. Minimum bid requirement and rejection of bids.
The Board of Aldermen may establish a minimum
bid requirement for any parcel of property and may reject any and all bids.
(Ord. 108, §1)
Secs. 8-116 to 8-120. Reserved.