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Legislation #: 050855 Introduction Date: 7/14/2005
Type: Ordinance Effective Date: none
Sponsor: None
Title: Authorizing the issuance of Special Facility Revenue Bonds (MCI Overhaul Base Project) Series 2005G, of the City of Kansas City, Missouri, in the principal amount not to exceed $32,000,000.00; prescribing the form and details of said bonds and the covenants and agreements to provide for the payment and security thereof; authorizing certain actions and documents and prescribing other materials relating thereto; and recognizing an emergency.

Legislation History
DateMinutesDescription
7/12/2005 Filed by the Clerk's office
7/14/2005 Referred to Finance Committee
7/20/2005 Advance and Do Pass as a Committee Substitute, Debate
7/28/2005 Passed as Substituted

View Attachments
FileTypeSizeDescription
050855.pdf Authenticated 2242K Authenticated
fiscal notes-MCI Overhaul Base ordinance v1(2).xls Fiscal Note 41K Fiscal Note
AA Bond Ordinance Airport Fact Sheet v3.xls Fact Sheet 51K Fact Sheet

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COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 050855

 

Authorizing the issuance of Special Facility Revenue Bonds (MCI Overhaul Base Project) Series 2005G, of the City of Kansas City, Missouri, in the principal amount not to exceed $32,000,000.00; prescribing the form and details of said bonds and the covenants and agreements to provide for the payment and security thereof; authorizing certain actions and documents and prescribing other materials relating thereto; and recognizing an emergency.

 

WHEREAS, the City of Kansas City, Missouri (the City) is a constitutional charter city and political subdivision duly organized and existing under the laws of the State of Missouri, and owns and operates a revenue producing airport system serving the City and its inhabitants and others; and

WHEREAS, in accordance with the provisions of Section 27 of Article VI of the Constitution of Missouri, the Charter of the City, and ordinances passed by the Council of the City, an election was duly held in the City on August 8, 2000, at which election there was submitted to the qualified voters of the City the following question:

QUESTION

SHALL KANSAS CITY, MISSOURI, ISSUE REVENUE BONDS IN THE AMOUNT OF $395,000,000.00 TO BE PAYABLE SOLELY FROM THE REVENUES DERIVED BY THE CITY FROM THE OPERATION OF ITS AIRPORTS AND RELATED FACILITIES, INCLUDING ALL FUTURE EXTENSIONS AND IMPROVEMENTS THERETO, FOR THE PURPOSE OF ACQUIRING LAND, AND FOR CONSTRUCTING, EXTENDING, IMPROVING AND EQUIPPING THE CITY'S AIRPORTS AND RELATED FACILITIES, THE COST OF OPERATION AND MAINTENANCE OF SAID AIRPORTS AND RELATED FACILITIES AND THE PRINCIPAL OF AND INTEREST ON SAID REVENUE BONDS?

WHEREAS, pursuant to said ordinance and to the statutes of the State of Missouri, notice of such election was duly prepared, executed and published and such election was duly held in the City on August 8, 2000 (the 2000 Election); and

WHEREAS, the votes cast at the 2000 Election on such question were duly canvassed as provided by law and it was found and determined that a majority of the qualified voters of the City voting on the question had voted in favor thereof, the vote on the question having been 24,431 votes in favor of such question to 8,929 votes against the question: and

WHEREAS, $123,544,104.74 of the bonds authorized by the 2000 Election have heretofore been previously issued, and the City proposes to issue additional bonds so authorized for the purposes described herein; and

WHEREAS, the City and American Airlines, Inc., a Delaware corporation and a common carrier of passenger and freight, for hire, a trans-continental and international airline (AA), have entered into that certain MCI Overhaul Base Lease, dated as of January 1, 2005 (the Lease), pursuant to which the City has leased certain real property described therein, together the improvements thereon (collectively, the Overhaul Base) to AA for use in connection with the repair and maintenance of aircraft by AA in exchange for the payment of rental payments thereunder (Rent Payments);

WHEREAS, the Lease requires the City to provide funds in the amount of $40,000,000 for use by AA in connection with repairs, improvements and other rehabilitation undertakings at the Overhaul Base;

WHEREAS, the City has established the Kansas City International Airport Community Improvement District, a community improvement district duly organized and existing under the laws of the State of Missouri (the CID), for the purpose of providing certain services within the boundaries of the CID and to impose a sales and use tax on all retail sales occurring within the boundaries of the CID which are subject to taxation pursuant to Sections 144.010 to 144.525, inclusive, of the Revised Statutes of Missouri, as amended, except sales of motor vehicles, trailers, boats or outboard motors and sales to public utilities;

WHEREAS, the CID has imposed a 1% sales tax on sales transactions occurring within the boundaries of the CID (the CID Sales Tax);

WHEREAS, the CID and the City will enter into a Cooperative Agreement, to be dated as of August 1, 2005 (the Cooperative Agreement), pursuant to which the CID has agreed to make the Sales Tax revenues available to the City for use in paying principal and interest on the Bonds;

WHEREAS, it is hereby found and determined that it is necessary and advisable and in the best interest of the City and of its inhabitants at this time to authorize the issuance and delivery of revenue bonds pursuant to the Charter of the City and as herein provided to provide funds for such purpose; and

WHEREAS, this ordinance makes provision for the preservation of the public property by providing funds to repair, improve and rehabilitate the City-owned Overhaul Base; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

ARTICLE I
DEFINITIONS

 

Section 1.1. 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:

AA means American Airlines, Inc., a Delaware corporation, together with its successors and assigns.

Aviation Department Representative means the Director of the Citys Aviation Department and such other person or persons at the time designated to act on behalf of the Citys Aviation Department in matters relating to this Ordinance as evidenced by a written certificate containing the specimen signature of such person or persons and signed on behalf of the Citys Aviation Department by its Director.

Bond, Bonds or Series 2005 Bonds means the Special Facility Revenue Bonds (MCI Overhaul Base Project) Series 2005G of the City herein authorized.

Bond Counsel means Bryan Cave LLP and The Martinez Law Firm LLC, or other firm of attorneys nationally recognized on the subject of municipal bonds.

Bond Register means the register and all accompanying records kept by the Paying Agent evidencing the registration, transfer and exchange of the Bonds.

Bondholder and Holder means a Person in whose name a Bond is registered in the Bond Register. When this Ordinance requires or permits consent from, or direction by, Bondholders, such reference shall mean and include those lawfully entitled to take such actions on behalf of the beneficial owners of the Bonds at the time in question.

Business Day means any day except Saturday, Sunday, a legal holiday or a day on which banking institutions located in the States of Missouri and New York are authorized by law to close.

Cede & Co. means Cede & Co., as nominee name of The Depository Trust Company, New York, New York.

CID means Kansas City International Airport Community Improvement District, a community improvement district duly organized and existing under the laws of the State of Missouri, together with its successors and assigns.

CID Sales Tax means the 1.00% sales tax imposed by the CID on taxable transactions occurring within the boundaries of the CID.

CID Sales Tax Revenues means the revenue received by the City from the CID pursuant to the Cooperative Agreement which were generated from time to time from the CID Sales Tax, including any investment income with respect thereto, all of which is pledged to the payment of the Bonds.

City means the City of Kansas City, Missouri, a constitutional charter city and political subdivision duly organized and existing under the laws of the State of Missouri, together with its successors and assigns.

City Revenues means all moneys appropriated by the City and other funds of the City deposited into the Bond Principal and Interest Account for use in making Debt Service Payments.

Cooperative Agreement means the Cooperative Agreement, to be dated as of August 1, 2005, between the City and the CID, as such agreement may be amended, supplemented or restated in accordance with the terms thereof.

Debt Service Payments means any payment of principal, redemption premium, if any, and interest on the Bonds.

Director of Finance means the Director or any Acting Director of the Department of Finance of the City.

Extension and Bond Retirement Account means the Extension and Bond Retirement Account established pursuant to Committee Substitute for Ordinance No. 34153 of the City, adopted on July 14, 1967.

Fiscal year or operating year means the Citys fiscal year or operating year then in effect.

Global Bond Certificates means one or more bond certificates of the City, each certificate representing the entire principal amount of the Bonds due on a particular maturity, immobilized from general circulation in the Depository.

Governing Body or Council means the Council of the City.

Interest Payment Date means the Stated Maturity of an installment of interest on the Bonds.

Issue Date means August 25, 2005.

Lease means the Lease Agreement, dated as of January 1, 2005, by and between the City and AA with respect to the MCI Overhaul Base.

Lease Revenues means the rental payments made by AA pursuant to the terms of the Lease, all of which is pledged to the payment of the Bonds.

Maturity Date with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein or herein provided, whether at the Stated Maturity of such Bond or by declaration of acceleration, call for redemption or otherwise.

Maximum Bond Reserve Amount means, with respect to the Series 2005G Bonds, an aggregate amount equal to the least of (a) the maximum amount of debt service which will become due on the Bonds in any subsequent Fiscal Year, (b) 10% of the original aggregate principal amount of the Bonds or (c) an amount equal to 125% of the average annual debt service which will become due on the Bonds, all as computed on the Issue Date.

MCI means the Kansas City International Airport located in Platte County, Missouri and owned and operated by the City.

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 supplemented or amended from time to time.

Outstanding when used with respect to the Bonds means, as of the date of determination, all of the Bonds theretofore executed, authenticated and delivered under this Ordinance, except:

(i) any portion of the Bonds theretofore fully paid by the Paying Agent to the registered holders as described in Section 2.3 hereof or canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

(ii) any portion of the Bonds that has been defeased by the deposit of funds or qualified securities with the Paying Agent or other qualified party in compliance with this Ordinance; and

(iii) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Ordinance.

Overhaul Base means aircraft maintenance facility constituting a portion of MCI and leased to AA pursuant to the terms of the Lease.

Overhaul Base Project means the repairs, improvements and rehabilitations to the Overhaul Base to be made by AA pursuant to the terms of the Lease.

Participants means those financial institutions for whom the Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference.

Paying Agent means the paying agent designated by the City from time to time, and any successors and assigns serving as paying agent hereunder.

Permitted Investments means, if and to the extent the same are at the time legal for investment of moneys held in the funds and accounts established by Sections 5.1 and 5.3(e)(1) and (2) hereof:

(a) United States Treasury Securities (Bills, Notes, Bonds and Strips). Obligations of the United States government for which the full faith and credit of the United States are pledged for the payment of principal and interest.

(b) United States Agency Securities. Obligations issued or guaranteed by any agency, including government sponsored enterprises of the United States Government, which at the time of purchase have a liquid market and a readily determinable market value that are described as follows:

(i) U.S. Government Agency Coupon and Zero Coupon Securities. Bullet coupon bonds with no embedded options.

(ii) U.S. Government Agency Discount Notes. Purchased at a discount with maximum maturities of one (1) year.

(iii) U.S. Government Agency Callable Securities. Restricted to securities callable at par only with maximum final maturities of five (5) years.

(iv) U.S. Government Agency Step-Up Securities. The coupon rate is fixed for an initial term. At coupon date, the coupon rate rises to a new, higher fixed interest rate. Restricted to securities with maximum final maturities of three (3) years.

(v) U.S. Government Agency Floating Rate Securities. The coupon rate floats off of only one index. Restricted to coupons with no interim caps that reset at least quarterly.

(vi) U.S. Government Agency Mortgage Backed Securities (MBS, CMO, Pass-Thru Securities). Restricted to securities with final maturities of three (3) years or less or have the final projected payment no greater than three (3) years when analyzed in a +300 basis point interest rate environment. Restricted to obligations of FNMA, FHLMC and GNMA only.

(c) Repurchase Agreements. Contractual agreements between the City and commercial banks or primary government securities dealers, organized under the laws of the United States or any state, which contractual agreements are continuously and fully secured by any one or more of the securities described in paragraphs (a) and (b) above and which have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreements. Securities acquired pursuant to repurchase agreements shall be valued at the lower of the current market value or the repurchase price thereof set forth in the repurchase agreement. The Bond Market Associations guidelines for the Master Repurchase Agreement will be used and will govern all repurchase agreement transactions. All repurchase agreements shall result in transfer of legal title to identified securities that are segregated in a custodial or trust account for the benefit of the Paying Agent or delivered to the Paying Agent. Repurchase agreement transactions will be either physical delivery or tri-party.

(d) Bankers Acceptances. Bankers acceptances issued by domestic commercial banks possessing the highest rating issued by Moodys Investor Services, Inc. or Standard and Poors Corporation.

(e) Commercial Paper. Commercial paper issued by domestic corporations, which has received the highest rating issued by Moodys Investor Services, Inc. or Standard and Poors Corporation. Eligible paper is further limited to issuing corporations that have total assets in excess of five hundred million dollars ($500,000,000) and are not listed on Credit Watch with negative implications by any nationally recognized rating agency at the time of purchase.

(f) Any full faith and credit obligations of the State of Missouri rated at least A or A2 by Standard and Poors or Moodys.

(g) Any full faith and credit obligations of any county in which the City is located rated AA or Aa2 by Standard and Poors or Moodys.

(h) Any full faith and credit obligations of any school district in Kansas City, Missouri rated AA or Aa2 by Standard and Poors or Moodys.

(i) Any full faith and credit obligations or revenue bonds of the City of Kansas City, Missouri rated AA or Aa2 by Standard and Poors or Moodys.

(j) Any municipal obligation as defined in (f), (g), (h) or (i) that is not rated but either pre-refunded or escrowed to maturity with U.S. Treasury Securities as to both principal and interest.

(k) Money market mutual funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, rated in either of the two highest categories by Moodys and Standard & Poors (in either case without regard to any modifier).

(l) Such other investments not described above that are allowed pursuant to Missouri law.

References to particular ratings and rating categories in this definition are applicable only at the time of purchase of the Permitted Investment.

Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Record Date for the interest payable on any Interest Payment Date means the fifteenth calendar day (whether or not a Business Day) of the month next preceding such Interest Payment Date.

Redemption Date when used with respect to any Bond to be redeemed means the date fixed for redemption pursuant to this Ordinance.

Redemption Price when used with respect to any Bond to be redeemed means the price at which it is to be redeemed pursuant to this Ordinance.

Registration Date means the effective date of registration of a Bond as evidenced by the Paying Agent in the Certificate of Authentication appearing on the Bond.

Revenues means, collectively, the Lease Revenues, the CID Sales Tax Revenues and any City Revenues.

Securities Depository means, initially, The Depository Trust Company, New York, New York, and its successors and assigns.

Special Record Date means the date fixed by the Paying Agent pursuant to Section 2.3 hereof for the payment of Defaulted Interest.

Stated Maturity when used with respect to any Bond or any installment of interest thereon means the date specified in Section 2.2 of this Ordinance as the fixed date on which the principal of such Bond or such installment of interest is due and payable.

ARTICLE II
THE BONDS

Section 2.1. Authorization of and Security for the Bonds. For the purpose of providing funds to (i) finance a portion of the costs of the Overhaul Base Project, (ii) fund a debt service reserve fund relating to the Series 2005G Bonds, and (iii) pay for the costs of issuing the Series 2005 Bonds, there shall be issued and is hereby authorized and directed to be issued the Special Facility Revenue Bonds (MCI Overhaul Base Project) Series 2005G in the aggregate principal amount not to exceed $32,000,000.

The Bonds shall be special obligations of the City payable solely from, and secured as to payment of principal and interest by a pledge of, the Revenues and not from any other fund or source, 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 general obligations of the City, nor shall they constitute indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction.

The Bonds shall not have a priority with respect to the payment of principal or interest from said Revenues or otherwise over any additional bonds of the City hereafter issued in accordance with the provisions of this Ordinance and standing on a parity with the Bonds.

Section 2.2. Reserved.

Section 2.3. Description of the Bonds. The Bonds shall consist of fully registered bonds without coupons, numbered from R-1 upward, in denominations of $5,000 or any integral multiple thereof. The Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be substantially in the form set forth herein. The Bonds shall be dated as of August 1, 2005, shall be due and payable serially on the dates and in the amounts (subject to optional and mandatory redemption as provided in Article III hereof), and shall bear interest at the rates per annum to be determined upon the sale of the Bonds as set forth in a separate ordinance.

At the election of the Purchaser, term Bonds may be issued in lieu of all or a portion of serial Bonds with Stated Maturities, mandatory sinking fund redemption payments and final payments at maturity in the amounts set forth in a separate ordinance, subject to the following conditions: all Bonds selected as a term Bond shall bear the same rate of interest; and not less than all Bonds of the same Stated Maturity shall be converted to a term Bond with mandatory redemption requirements.

The Bonds shall bear interest at the rates set forth in the rate ordinance for the Bonds (computed on the basis of a 360-day year of 12 30-day months) from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on March 1 and September 1 in each year, beginning on March 1, 2006.

Section 2.4. Method and Place of Bonds. The principal of and interest on the Bonds will 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.

The principal of and the redemption premium, if any, on the Bonds, will be payable at maturity or upon earlier redemption to, or for the account of, Bondholder upon presentation and surrender of the Bonds at the principal office of the Paying Agent.

The interest payable on the Bonds on any Interest Payment Date shall be paid to the Registered Holder of such Bonds 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 Holder at the address shown on the Bond Register or in the case of an interest payment to any Registered Holder of $1,000,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Holder providing written notice to the Paying Agent not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank (which shall be in the continental United States), address, ABA routing number and account name and number to which such Registered Holder wishes to have such transfer directed.

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 Registered Holder 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 Paying Agent and the Securities Depository 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 Paying Agent 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 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 mailed by first class mail, postage prepaid, to the Registered Holder of each Bond at the Registered Holders address as it appears in the Bond Register, not less than 10 days prior to such Special Record Date.

Section 2.5. Execution, Authentication and Delivery of the Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and countersigned by the manual or facsimile signature of the Director of Finance of the City, and shall have the seal of the City affixed thereto or imprinted thereon. In the event any officer whose signature or facsimile thereof appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be 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 shall be manually executed by the Paying Agent.

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 Paying Agent 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 Bondholder has been entered on record in the Bond Register kept by the Paying Agent. 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 and dated by any authorized officer or employee of the Paying Agent, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time.

The Mayor and City Clerk are hereby authorized and directed to prepare and execute the Bonds in the manner specified, and when the Bonds have been duly registered with the Paying Agent, the Director of Finance is hereby authorized and directed to deliver the Bonds to the original purchasers thereof upon the payment of the purchase price of the Bonds and accrued interest to the date of payment and delivery.


Section 2.6. Book Entry Bonds; Securities Depository.

(a) The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no beneficial owner will receive certificates representing their respective interests in the Bonds, except in the event the Paying Agent issues Replacement Bonds as provided in subsection (b) hereof. It is anticipated that during the term of the Bonds, the Securities Depository will make book entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Paying Agent authenticates and delivers Replacement Bonds to the beneficial owners as described in subsection (b).

(b) (1) If the City determines (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (2) if the Paying Agent receives written notice from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book entry system to the exclusion of any Bonds being issued to any Bondholder other than Cede & Co. is no longer in the best interests of the beneficial owners of the Bonds, then the Paying Agent shall notify the Bondholders of such determination or such notice and of the availability of certificates to Owners requesting the same, and the Paying Agent shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (1)(A) or (1)(B) of this subsection (b), the City, with the consent of the Paying Agent, may select a successor securities depository in accordance with subsection (c) hereof to effect book entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository is the registered owner of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Paying Agent, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the City, the Paying Agent or Bondholders are unable to locate a qualified successor of the Securities Depository in accordance with subsection (c) hereof, then the Paying Agent shall authenticate and cause delivery of Replacement Bonds to Bondholders, as provided herein. The Paying Agent may conclusively rely on information from the Securities Depository and its Participants as to the names, addresses and principal amounts held of the beneficial owners of the Bonds. The cost of printing, transfer and payment of Replacement Bonds shall be paid for by the City.

(c) In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities Exchange Act of 1934, as amended, the City may appoint a successor Securities Depository provided the Paying Agent receives written evidence satisfactory to the Paying Agent with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Paying Agent upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository in appropriate denominations and form as provided herein.

Section 2.7. 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 principal office of the Paying Agent, and the Bonds and transfers and exchanges thereof shall be fully registered in the name of the Holder as to both principal and interest in the Bond Register.

Subject to the restrictions of Section 2.6 hereof, Bonds may be transferred in the Bond Register only upon surrender thereof to the Paying Agent 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 Paying Agent. Upon any such transfer, the City shall execute and the Paying Agent 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 Stated Maturity and bearing interest at the same rate.

The Bonds, upon surrender thereof at the principal office of the Paying Agent, together with an assignment duly executed by the Holder thereof or his attorney or legal representative in such form as shall be satisfactory to the Paying Agent, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of the Bonds, 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 Paying Agent 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 canceled by the Paying Agent. No service charge shall be made to any Bondholder for registration, transfer or exchange of any Bonds, but the City or the Paying Agent may make a charge for every transfer or exchange of the 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. In the event any registered owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may impose 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 Internal Revenue 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 (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days preceding the date of mailing of a notice of redemption for Bonds selected for redemption under Section 3.1 hereof and ending at the close of business on the day of such mailing; (ii) to transfer or exchange any Bond so selected for redemption in whole or in part; or (iii) 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 2.3 of this Ordinance.

Section 2.8. Persons Deemed Owners of Bonds. The Person in whose name any Bond shall be registered shall be deemed and regarded by the City, and the Paying Agent as the absolute owner thereof, whether such Bond shall be overdue or not, for the purpose of receiving payment therefor or on account thereof and for all purposes, and neither the City, nor the Paying Agent shall be affected by notice to the contrary. Payment of or on account of the principal of, premium, if any, 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.

Section 2.9. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Global Certificate or Replacement Bond shall become mutilated, or be lost, stolen or destroyed, the City shall execute and the Paying Agent 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 Paying Agent, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Paying Agent evidence of such loss, theft or destruction satisfactory to the City and the Paying Agent, 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 Paying Agent may require the payment of an amount sufficient to reimburse the City and the Paying Agent 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.

Section 2.10. Cancellation and Destruction of Bonds Upon Payment. The 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 and applicable retention laws.

Section 2.11. Designation of Paying Agent. 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 for any Paying Agent hereafter appointed by the Director of Finance by (1) filing with the Paying Agent then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent and appointing a successor, and (2) causing notice of the appointment of the successor Paying Agent to be given by first class mail to each Bondowner. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent.

Every Paying Agent appointed hereunder shall at all times be (1) 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 and (2) shall have a reported capital (exclusive of borrowed capital) plus surplus of not less than $100,000,000 or, consideration may be given by the City to a bank not meeting this amount if the bank submits an acceptable form of guarantee for its financial obligations to the City. If such institution publishes reports of conditions at least annually pursuant to law or regulation, then for the purposes of this Section the capital and surplus of such institution shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published.

The Paying Agent shall be paid fees and expenses for its services in connection therewith.

ARTICLE III
REDEMPTION OF BONDS

Section 3.1. Redemption of Bonds.

(a) Optional Redemption by City. The Bonds maturing on and after September 1, 2016, are subject to redemption prior to maturity, at the option of the City, in whole or in part, on any Interest Payment Date on or after September 1, 2015, at the principal amount thereof plus accrued interest to the redemption date, without premium.

(b) Mandatory Redemption. In the event term Bonds are issued as provided in Section 2.3, such Bonds shall be subject to mandatory redemption and payment prior to their Stated Maturity pursuant to the mandatory redemption requirements of this Section on the dates of the Stated Maturities for serial Bonds set forth in Section 2.3 at the principal amount thereof plus accrued interest to the Redemption Date, without premium. The payments specified in Section 5.5 hereof which are to be deposited into the Principal and Interest Account shall be sufficient to redeem, and the City shall redeem on such dates the principal amounts set forth in Section 2.3 and the remaining principal amount of Bonds shall be paid at their Stated Maturity.

At its option, to be exercised on or before the 45th day next preceding any mandatory Redemption Date, the City may: (1) deliver to the Paying Agent for cancellation term Bonds, in any aggregate principal amount desired; or (2) furnish the Paying Agent funds, together with appropriate instructions, for the purpose of purchasing any term Bonds from any Holder thereof, whereupon the Paying Agent shall use reasonable efforts to expend such funds for such purpose to such extent as may be practical; or (3) receive a credit with respect to the mandatory redemption obligation of the City under this Section for any term Bonds which prior to such date have been redeemed (other than through the operation of the requirements of this Section) and cancelled by the Paying Agent and not theretofore applied as a credit against any redemption obligation under this Section. Each Term Bond so delivered or previously purchased or redeemed shall be credited at 100% of the principal amount thereof on the obligation of the City to redeem term Bonds of the same Stated Maturity on such Redemption Date, and any excess of such amount shall be credited on future mandatory redemption obligations for term Bonds of the same Stated Maturity in chronological order, and the principal amount of term Bonds of the same Stated Maturity to be redeemed by operation of the requirements of this Section shall be accordingly reduced. If the City intends to exercise any option granted by the provisions of clauses (1), (2) or (3) above, the City will, on or before the 45th day next preceding each mandatory Redemption Date, furnish the Paying Agent a written certificate indicating to what extent the provisions of said clauses (1), (2) and (3) are to be complied with respect to such mandatory redemption payment and in the event that clause (1) is to be exercised, such certificate shall be accompanied by the Term Bond certificates to be cancelled.

Section 3.2. Selection of Bonds to be Redeemed.

(a) The Paying Agent shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of written instructions of the City specifying the principal amount, Stated 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 3.3 hereof are met. The foregoing provisions of this paragraph shall not apply in the case of any mandatory redemption of Bonds hereunder, and Bonds shall be called by the Paying Agent for redemption pursuant to such mandatory redemption requirements without the necessity of any action by the City and whether or not the Paying Agent holds moneys available and sufficient to effect the required redemption.

(b) 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 from the Stated Maturities selected by the City, 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.

(c) 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 Holder of such Bond or the Holders 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 Holder 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 Holder 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).

Section 3.3. Notice and Effect of Call for Redemption. Unless waived by any Holder 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 original purchaser of the Bonds and each Holder 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:

(a) the Redemption Date;

(b) the Redemption Price;

(c) 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;

(d) 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

(e) the place where such Bonds are to be surrendered for payment of the Redemption Price, which shall be the principal corporate trust office of the Paying Agent.

The failure of any Holder 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. 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 Holder 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.

In addition to the foregoing notice, further notice shall be given by the Paying Agent on behalf of the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if official notice thereof is given as above prescribed.

(a) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (1) the CUSIP numbers of all Bonds being redeemed; (2) the date of issue of the Bonds as originally issued; (3) the rate of interest borne by each Bond being redeemed; (4) the Stated Maturity of each Bond being redeemed; and (5) any other descriptive information needed to identify accurately the Bonds being redeemed.

(b) Each further notice of redemption shall be sent at least one day before the mailing of notice to Bondholders by first class, registered or certified mail or overnight delivery as determined by the Paying Agent to all registered securities depositories then holding the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds.

(c) Each check or other transfer of funds issued for the payment of the Redemption Price of Bonds being redeemed, shall bear or have enclosed the CUSIP number of the Bonds being redeemed with the proceeds of such check or other transfer.

The Paying Agent is also directed to comply with any mandatory 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.

So long as the Securities Depository is effecting book entry transfers of the Bonds, the City or the Paying Agent shall provide the notices specified in this Section to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the beneficial owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a beneficial owner of a Bond to notify the beneficial owner of the Bond so affected, shall not affect the validity of the redemption of such Bond.

ARTICLE IV
FORM OF BONDS

 

Section 4.1. Form of Bonds. The Bonds and the Paying Agents 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.

 

(FORM OF SERIES 2005G BOND)

 

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

 

UNITED STATES OF AMERICA
STATE OF MISSOURI

 

CITY OF KANSAS CITY, MISSOURI

 

SPECIAL FACILITY REVENUE BOND
(MCI OVERHAUL BASE PROJECT)
SERIES 2005G

 

REGISTERED REGISTERED
R-______ $_______________

Interest Rate:

Maturity Date:

Dated Date:

CUSIP No.:

_______%

September 1, 20___

August 1, 2005

_____________

 

REGISTERED OWNER: _________________________________[**CEDE & CO.**]

 

PRINCIPAL AMOUNT: ________________________________________ DOLLARS

 

THE CITY OF KANSAS CITY, 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 the dated date of this Bond, said interest being payable on March 1, 2006, and thereafter semiannually on March 1 and September 1 in each year. The Principal Amount or redemption premium, if any, 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 this Bond will be paid by check or draft mailed or wire transferred to the person in whose name this Bond (or one or more predecessor Bonds) is registered in the Bond Register maintained by the Paying Agent at the close of business on the fifteenth calendar day of the month next preceding each Interest Payment Date (the Record Date). Interest not punctually paid will be paid as otherwise provided in the Ordinance. The Principal Amount and redemption premium, if any, are payable by check or draft mailed or wire transferred to the Registered Holder upon presentation and surrender hereof at the principal office of the Paying Agent; provided, however, that upon a partial redemption of the Bonds which results in the stated amount hereof being reduced, the registered owner hereof may make a notation on the panel provided herein of such redemption, stating the amount so redeemed or may return the Bond to the Paying Agent in exchange for a new Bond, authenticated by the Paying Agent, in proper principal amount. Such notation, if made by the Bondholder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Bond Outstanding, unless the Registrar has initialed the appropriate column of the panel.

THIS BOND is one of a duly authorized issue of fully registered bonds of the City designated Special Facility Revenue Bonds (MCI Overhaul Base Project) Series 2005G, aggregating the principal amount of $32,000,000 (the Bonds), issued for the purpose of providing funds to (i) finance a portion of the costs of the Overhaul Base Project, (ii) fund a debt service reserve fund relating to the Bonds, and (iii) pay for the costs of issuing the Bonds, (iii), under the authority of and in full compliance with the constitution and laws of the State of Missouri, including the Charter of the City, and, pursuant to an ordinance duly adopted by the Council of the City authorizing the issuance and delivery of the Bonds (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 Revenues, and the Bonds may be so issued only in accordance with and subject to the covenants, conditions and restrictions relating thereto set forth in the Ordinance.

The Bonds shall not have a priority with respect to the payment of principal or interest from said Revenues or otherwise over any additional bonds of the City hereafter issued in accordance with the provisions of the Ordinance and standing on a parity with the Bonds.

THE BONDS maturing on and after September 1, 2016, are subject to redemption prior to maturity, at the option of the City, in whole or in part, on any Interest Payment Date on or after September 1, 2015, at the principal amount thereof plus accrued interest to the redemption date, without premium.

[__THE BONDS maturing in the year 20__ are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption provisions of the Ordinance on September 1, and on each September 1 thereafter prior to maturity, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date.__]

BONDS to be redeemed pursuant to the above provision shall be called by the Paying Agent for redemption pursuant to such mandatory redemption requirements without the necessity of any action by the City and whether or not the Paying Agent holds moneys available and sufficient to effect the required redemption.

IN THE EVENT any of the Bonds are called for partial redemption as aforesaid, written notice thereof will be given by first class mail mailed at least 30 days prior to the redemption date to each Registered Holder of Bonds to be redeemed. All Bonds so called for redemption will cease to bear interest on the specified redemption date provided funds or certain securities in which such funds are invested for their redemption are on deposit with the Paying Agent on such redemption date for timely payment to the Bondholders, and will no longer be secured by the Ordinance and will not be deemed to be outstanding under the provisions of the Ordinance.

THE CITY hereby covenants with the Registered Holder of this Bond to keep and perform all covenants and agreements contained in the Ordinance. Reference is made to the Ordinance for a description of the covenants and agreements made by the City, the nature and extent of the security for the Bonds, the rights, duties and obligations of the City with respect thereto, and the rights of the Registered Holders thereof.

The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Ordinance. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depositorys participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The City and the Paying Agent will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The City and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the City, the Paying Agent and the Securities Depository.

EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR DEPOSITORY.

THIS BOND is transferable, as provided in the Ordinance, only in the Bond Register of the City kept for that purpose at the office of the Paying Agent upon surrender of this Bond duly endorsed or accompanied by a written instrument of transfer satisfactory to the Paying Agent duly executed by the Registered Holder hereof or his duly authorized 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 therefor 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 provided in the Ordinance. No service charge will be made for any such transfer or exchange, but the Paying Agent or City may require payment of any tax or governmental charge in connection therewith. The City and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the Principal Amount 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 dated and 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.

IN WITNESS WHEREOF, THE CITY OF KANSAS CITY, MISSOURI, has executed this Bond by causing it to be signed by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Clerk, and countersigned by the manual or facsimile signature of its Director of Finance, has caused its seal to be affixed hereto or printed hereon, and has caused this Bond to be dated August 1, 2005.


CITY OF KANSAS CITY, MISSOURI

(SEAL)

By:

Mayor

ATTEST:

 

By:

City Clerk

COUNTERSIGNED:

 

By:

Director of Finance

 

 

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds described in the within mentioned Ordinance.

REGISTRATION DATE:________________

____________________, as Paying Agent

 

By:

Authorized Officer or Signatory

 

 

ASSIGNMENT

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 kept by the Paying Agent with full power of substitution in the premises.

DATED: ________________________

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

Signature Guaranteed:

 


NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution as defined by SEC Rule 17Ad-15 (17 CFR 240.17Ad-15), or such other similar rule as the Paying Agent may deem applicable.

 

By:

Authorized Officer

 

 

ARTICLE V
FUNDS AND ACCOUNTS

 

Section 5.1. Disposition of Bond Proceeds. The net proceeds received from the sale of the Bonds, including premium and any interest accrued thereon, shall be deposited by the City simultaneously with the delivery of the Bonds as follows:

(a) accrued interest on the Bonds, if any, shall be deposited in the Bond Principal and Interest Account, created by Section 5.3 hereof, and be used to pay a portion of the interest on the Bonds coming due on March 1, 2006.

(b) The balance of the proceeds of the Bonds, including any amount received by the City on account of premium, if any, on the Bonds shall be deposited in the Construction Account established by Section 5.3 below. The City is hereby authorized to deposit any other available funds in the MTC Cash and Surplus Account established by Section 5.3 below. Funds on deposit in the Construction Account shall be used by the City solely to pay the costs of the Overhaul Base Project relating to the Superhangar in accordance with the terms of the Lease. Funds on deposit in the MTC Cash and Surplus Account shall be used by the City to pay the costs of the Overhaul Base Project in accordance with the terms of the Lease. Amounts paid or incurred by the City on account of preliminary costs of the improvements, including the cost of plans incident to the sale, execution and delivery of the Bonds authorized for the purpose of making such improvements may be considered a part of the cost of the improvements and paid from the Construction Account or the MTC Cash and Surplus Account on Certificate by an Aviation Department Representative after the approval of such amounts by the Director of the Citys Aviation Department. All other withdrawals from the Construction Account or the MTC Cash and Surplus Account shall be made only on duly authorized and executed warrant therefor, accompanied by a certificate executed by the Citys engineers-architects that such payment is being made for a purpose within the scope of this Ordinance and that the amount of such payment does not exceed the contract price of the 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.

Said certificates shall be retained by the City until after completion of the Overhaul Base Project as certified by the engineers-architects and shall be open for inspection by the Holder of any Bonds or any duly authorized agent of any Bondholder.

Upon the completion of the Overhaul Base Project, any surplus remaining in the Construction Account or the MTC Cash and Surplus Account shall be deposited in and credited to the Bond Principal and Interest Account. Any surplus credited to the Bond Principal and Interest Account shall be paid by the City to the Paying Agent to be applied as directed by the City solely to the payment of principal of, redemption premium, if any, and interest on the Bonds through the payment thereof at the earliest date permissible under the terms of this Ordinance.

Section 5.2. Establishment of Special Facility Fund. There is hereby created and ordered to be established in the Department of Aviation of the City the following fund to be known as Special Facility Fund, Series 2005G, hereinafter sometimes called the Special Facility Fund.

Section 5.3. Establishment of Accounts. There are hereby created and ordered to be established within the Special Facility Fund the following accounts:

(a) Operating Cash Account for Special Facility Bond Fund, hereinafter sometimes called the Operating Cash Account.

(b) Principal and Interest Cash Account for Special Facility Bond, Series 2005G, hereinafter sometimes called the Bond Principal and Interest Account.

(c) Reserve Cash Account for Special Facility Bonds, Series 2005G, hereinafter sometimes called the Bond Reserve Account.

(d) Construction Cash Account for Special Facility Bonds, Series 2005G, hereinafter sometimes called the Construction Account.

(e) Missouri Tax Credit Cash and Surplus Account, hereinafter sometimes called the MTC Cash and Surplus Account.

(f) Community Improvement District Sales Tax Revenue Account, hereinafter sometimes called the CID Sales Tax Revenue Account.

(g) Missouri Development Finance Board Missouri Tax Credit and Surplus Revenue Account, hereinafter sometimes called the MDFB Tax Credit and Surplus Revenue Account.

(h) Lease Revenue Account, hereinafter sometimes called the Lease Revenue Account.

(i) Bond Proceeds from Sale of Special Facility Revenue Bonds, Series 2005G, hereinafter sometimes called the Bond Proceeds Revenue Account.

The accounts referred to in this Section 5.3 shall be maintained and administered by the City so long as any of the Bonds remain Outstanding.

Section 5.4. Payments to the Special Facility Fund. The City shall deposit funds in the appropriate cash account and credit the appropriate revenue account as noted below:

(a) CID Sales Tax Revenues shall be deposited into the Operating Cash Account and credited to the CID Sales Tax Revenue Account.

(b) Any funds received from the Missouri Development Finance Board relating to the Overhaul Base Project shall be deposited into the MTC Cash and Surplus Account and credited to the MDFB Tax Credit and Surplus Revenue Account.

(c) Lease Revenues shall be deposited into the Operating Cash Account and credited to the Lease Revenue Account.

(d) Proceeds received in connection with the sale of the Bonds shall be deposited into the Construction Account and credited to the Bond Proceeds Revenue Account.

Section 5.5 Payments to Bond Principal and Interest Account and Bond Reserve Account.

(a) No later than the day prior to the date funds are required to be transferred from the Bond Principal and Interest Account to the Paying Agent pursuant to Section 5.8 of this Ordinance, the City shall transfer funds from the various accounts in the Operating Cash Account to the Bond Principal and Interest Account; provided, however, prior to making such transfer in connection with the final maturity date of the Bonds, the City shall transfer all funds on deposit in the Reserve Account to the Bond Principal and Interest Account. Except as otherwise provided in this Ordinance, all amounts paid and credited to the Bond Principal and Interest Account shall be expended and used by the City for the sole purpose of paying the interest on and principal of the Bonds as and when the same become due and the fees of the bond registrar and the Paying Agent for acting as bond registrar and paying agent, if any.

(b) Simultaneously with the issuance of the Bonds, the City shall provide for the Bond Reserve Account to contain an amount equal to the Maximum Bond Reserve Amount. In the event the City has drawn funds from the Bond Reserve Account pursuant to Section 5.7 of this Ordinance, the City shall transfer any funds remaining in the Operating Cash Account following the application of funds provided in subparagraph (a) of this Section 5.5 of this Ordinance to the Bond Reserve Account until the funds available therein are equal to the Maximum Bond Reserve Amount.

Section 5.6. Payments for Costs of Issuance. Funds from the Operating Cash Account shall be reimbursed from the Construction Account for any payments made for costs of issuance incurred in connection with the issuance of the Bonds.

Section 5.7. Deficiency of Funds Available in the Revenue Account; Application of City Revenues. If at any time the moneys in the Operating Cash Account are not sufficient to transfer to the Bond Principal and Interest Account in order to pay the interest on and principal of the Bonds as and when the same become due, then the amount of such deficiency shall be made up from City Revenues in the following order of priority: first, from funds available in the Extension and Bond Retirement Account to the extent such funds are available for use in paying debt service relating to the Bonds pursuant to other ordinances of the City, and, second, from other general municipal revenues of the City, and third, from funds available in the Bond Reserve Account.

Section 5.8. Transfer of Funds to Paying Agent and Bond Registrar. The Director of Finance of the City is hereby authorized and directed to withdraw from the Bond Principal and Interest Account, sums sufficient to pay both principal of and interest on the Bonds as and when the same become due and to pay the charges for services rendered by the bond registrar and Paying Agent in acting as bond registrar and Paying Agent for the Bonds, if any, and to forward such sums to the Paying Agent in next day funds no later than the Business Day prior to the date when such principal, interest and fees will become due. The amounts necessary to pay the charges of the bond registrar and Paying Agent shall be forwarded to the Paying Agent over and above the amount of the principal of and interest on the Bonds.

The amounts held by the Paying Agent for the payment of the interest or principal due on any date with respect to a particular Bond or 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 four years after the date when such Bonds have become due and payable, if such moneys were held by the Paying Agent at such date, or for four years after the date of deposit of such moneys if deposited with the Paying Agent after the said date when such Bonds become due and payable, shall, without further authorization, 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 only to the City for the payment of such Bonds.

ARTICLE VI
INVESTMENT OF FUNDS

Section 6.1. Investment of Moneys in Funds and Accounts. Moneys held in the Funds and Accounts created by this Ordinance may be invested in Permitted Investments authorized by the current investment policy of the City and any investment earnings thereon shall be credited to the respective account and used as provided in this Ordinance.

ARTICLE VII
COVENANTS AND REPRESENTATIONS OF THE CITY

Section 7.1. Particular Covenants of the City. The City covenants with the purchaser and owner of the Bonds that so long as the Bonds remain Outstanding and unpaid:

(a) The City will use the proceeds of the Bonds for the purpose of (i) financing a portion of the costs of the Overhaul Base Project, (ii) funding a debt service reserve fund relating to the Bonds, and (iii) pay for the costs of issuing the Bonds.

(b) The City will promptly pay the principal of and interest on the Bonds on the dates, at the place and in the manner herein and in the Bonds and any premium required for the redemption of the Bonds, if any, according to the true intent and meaning hereof, provided, however, the Bonds and the interest thereon are payable solely from the Revenues, and nothing in the Bonds or in this Ordinance shall be construed to obligate the City to pay the Bonds or the interest thereon except from said Revenues. The City will faithfully observe and keep all covenants, agreements, undertakings and provisions contained in the Bonds herein authorized and in this Ordinance.

(c) The City will at all times maintain its airport facilities in good condition and working order, will make all necessary repairs, renewals and replacements therein, and will operate the same in an efficient and economical manner, at reasonable cost and in accordance with sound business principles. The City, in operating and maintaining its airport facilities, will comply with all contractual provisions and agreements entered into by it and with all valid rules, regulations, directions or orders of any governmental, executive, administrative or judicial body promulgating the same. In the operation of its airport facilities, the City will at all times endeavor to employ in executive, managerial and supervisory capacities, only persons qualified and competent therefor by reason of training and experience. Nothing herein contained shall limit or restrict the right of the City to execute leases covering parts of the airport facilities, and to require the tenants under said leases to maintain the premises or facilities leased to such tenants.

(d) The City will continue to own, maintain and operate MCI as a public air terminal for the accommodation of scheduled airlines serving the City and the adjacent area so long as any of the Bonds remain Outstanding.

(e) The City will punctually perform all duties and obligations required by this Ordinance, by the Charter of the City and by the Constitution and laws of the State of Missouri, and the City will perform all contractual obligations undertaken by it under leases (including, but not limited to, the Lease and the Cooperative Agreement) and agreements with the United States of America, its agencies, and with persons and corporations, both public and private.

(f) The City covenants and agrees that the officer of the City at any time charged with the responsibility of formulating budget proposals is hereby directed to include in the budget proposal submitted to the City Council for each Fiscal Year that the Bonds are Outstanding a request for an appropriation of the amounts for transfer to the Paying Agent at the times and in the manner provided in Section 5.7 hereof; it being the intention of the City that the decision to appropriate or not to appropriate City Revenues under this Ordinance shall be made solely by the City Council and not by any other official of the City. The City intends, subject to the provisions above respecting the failure of the City to budget or appropriate sufficient funds to make the Debt Service Payments, to pay the Debt Service Payments hereunder. The City reasonably believes that legally available funds in an amount sufficient to make all Debt Service Payments during each Fiscal Year can be obtained. The City further intends to do all things lawfully within its power to obtain and maintain funds from which the Debt Service Payments may be made, including making provision for such Debt Service Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The Citys Director of Finance is directed to do all things lawfully within his power to obtain and maintain funds from which the Debt Service Payments may be paid, including making provision for such Debt Service Payments to the extent necessary in each proposed annual budget submitted for approval or by supplemental appropriation in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the Citys normal procedures for such decisions.

(g) The City will carry and maintain reasonable and adequate insurance upon the Overhaul Base which may be of an insurable nature, such insurance to be of the character and coverage and for such amount or amounts as is customarily carried and maintained by other municipalities rendering service of a similar character. 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, then in redeeming and paying the Bonds to the extent permissible under this Ordinance. Nothing in this Ordinance shall be construed as preventing the City from satisfying the insurance requirements herein set forth through self insurance or the Citys risk retention program.

(h) The City will operate the Special Facility Fund on the basis of the same fiscal year on which the City operates and will maintain and keep proper books, records and accounts (separate from all other records and accounts) in which complete and correct entries will be made of all dealings and transactions relating to the Special Facility Fund. Such records shall show the revenues received by the Special Facility Fund, the application of such revenues, and all financial transactions in connection therewith. In accordance with the provisions of Section 85, Article IV, of the Citys Charter, the Council will provide that an independent certified audit of the Citys books and records relating to the Special Facility Fund will be made annually by certified public accountants, experienced and qualified in municipal and governmental accounting. Each such audit shall be detailed in scope and said accountants shall certify as to the correctness of the schedules contained in the audit report. The annual financial report required by Section 96, Article IV, of the Charter, shall contain complete statements covering the results of the years operations and the financial status of all funds and accounts established to handle the revenues of the Special Facility Fund, including the accounts referred to herein. Said statements shall bear the certificate of the firm of certified public accountants making the annual audit.

A copy of each such audit report will be filed in the office of the Director of Aviation, the Director of Finance and will be open for public inspection, and a copy will be furnished those entities and in such manner as specified in the Citys Continuing Disclosure Agreement as authorized by Section 13.3 hereof.

Section 7.2. Obligations Absolute and Unconditional. The City hereby agrees that its obligation to pay Debt Service Payments from legally available funds appropriated for such purpose shall be absolute and unconditional and, except as expressly provided herein, shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by any party to the City, whether under any documents relating to the issuance of the Bonds or otherwise, or out of any indebtedness or liability at any time owing to the City by any third party. Notwithstanding any dispute between the City and any party hereunder, the City shall pay all Debt Service Payments when due and shall not withhold payment of any Debt Service Payments pending the final resolution of such dispute.

ARTICLE VIII
ADDITIONAL BONDS

Section 8.1. Additional Bonds. The City covenants and agrees that so long as any of the Bonds remain Outstanding, it will not issue any additional Bonds or other obligations which stand on a parity or equality with the Outstanding Bonds except in accordance with the following conditions and provisions:

(a) There shall be no default by the City in the payment of any sums required at the time to be paid by the City under the provisions of Section 5.4 of this Ordinance; and

(b) The City and AA shall have entered into an amendment to the Lease such that the rental payments thereunder shall be increased in order to provide funds in an amount sufficient to pay the principal of and interest and redemption premium, if any, relating to such additional Bonds.

In no event shall any additional Bonds be issued under the terms of this Ordinance such that the original principal amount of Bonds issued under this Ordinance shall exceed $77,000,000.

Additional Bonds of the City issued in conformity with the conditions specified in this Article VIII shall stand on a parity with the Outstanding Bonds and shall enjoy complete equality of lien on and claim against the Revenues with the Outstanding Bonds and the City may make equal provision for paying said bonds and the interest thereon out of the Revenues and may likewise provide for the creation of appropriate Interest and Principal Accounts and Bond Reserve Accounts for the payment and security of such additional bonds and the interest thereon out of such available moneys.

ARTICLE IX
AMENDMENTS

Section 9.1. Amendments. The provisions of the Bonds and the provisions of this Ordinance may be modified or amended at any time by the City; provided, however, that no such modification or amendment shall permit or be construed as permitting (a) the extension of the maturity of the principal of the Bonds, or the extension of the maturity of any interest on the Bonds, or (b) a reduction in the principal amount of the Bonds or the rate of interest thereon, or (c) a reduction in the aggregate principal amount of the Bonds, the consent of the Holders of all of the Bonds then Outstanding of which is required for any such amendment or modification. Every amendment or modification of a provision of the Bonds or of this Ordinance to which the written consent of the Holders of all of the Bonds then Outstanding is given shall be expressed in an ordinance of the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance, and a copy of which shall be sent to any rating agency then maintaining a rating for the Bonds. It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification, if any. 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 Holder of any Bond or 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 any such amendatory or supplemental ordinance or of this Ordinance will be sent by the City Clerk to any such Bondholder or prospective Bondholder.

Any rating agency then rating the Bonds must receive notice of each amendment and a copy thereof at least 15 days in advance of its execution or adoption.

ARTICLE X
REMEDIES

Section 10.1. Acceleration of Maturity in Event of Default. The City agrees that if it shall default in the payment of the principal of or interest on any of the Bonds as the same shall become due and such default shall continue for a period of thirty (30) days, or if the City or its governing body or any of the officers, agents or employees thereof shall fail or refuse to comply with any of the provisions of this Ordinance or of the statutes of the State of Missouri, then, at any time thereafter and while such default shall continue, the Holders of twenty-five per cent (25%) in 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, may declare the principal of all Bonds then Outstanding to be due and payable immediately, and upon any such declaration given as aforesaid, all of the 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 Bonds shall have been so declared to be due and payable, all arrears of interest upon all Outstanding Bonds, except interest accrued but not yet due on such Bonds, and all arrears of principal upon all 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 Holders of a majority in principal amount of the Bonds then Outstanding, by written notice to the City given as specified herein, 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.

Section 10.2. Ordinance Constitutes Contract, Remedies, Delay or Omission Not Waiver. The provisions of this Ordinance, including the covenants and agreements contained herein, shall constitute a contract between the City and the Holders of the Bonds, and the Holder or Holders of not less than ten per cent (10%) of the Bonds at the time Outstanding shall have the right, for the equal benefit and protection of all Holders of Bonds similarly situated to take any of the following actions:

(a) By mandamus or other suit, action or proceeding at law or in equity to enforce his or their rights against the City and its officers, agents and employees, and to require and compel the City and its officers, agents and employees, to perform all duties and obligations required by the provisions of said ordinance or by the Constitution and laws of the State of Missouri.

(b) By suit, action or other proceeding 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.

(c) By suit, action or other proceeding in equity or at law to enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the Bonds.

Section 10.3. No Obligations to Levy Taxes. Nothing contained in this Ordinance, however, 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.

Section 10.4. Remedies Cumulative. No remedy conferred hereby upon any Holder of the Bonds is intended to be exclusive of any other remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred hereby. No waiver of any default or breach of duty or contract by the Holder of any Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies thereon. No delay or omission of the Holder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the Holders of the Bonds may be enforced and exercised from time to time and as often as may be deemed expedient. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and then discontinued or abandoned, or shall be determined adversely to the Holders of the Bonds, then, and in every such case, the City and the Holders of the Bonds shall be restored to their former positions and rights and remedies as if no such suit, action or other proceeding had been brought or taken.

ARTICLE XI
DEFEASANCE

Section 11.1. Defeasance. When all of the Bonds shall have been paid and discharged, then the requirements contained in this Ordinance and the pledge of Revenues made hereunder and all other rights granted hereby shall terminate. The Bonds shall be deemed to have been paid and discharged within the meaning of this Ordinance if there shall have been deposited with the Paying Agent, or other bank located in the State of Missouri and having full trust powers, at or prior to the Stated Maturity or Redemption Date of said Bonds, in trust for and irrevocably appropriated thereto, (i) moneys, (ii) United States of America Treasury bills, notes, and bonds, as traded on the open market, or (iii) state and local government series issued by the United States Treasury (SLGS) and/or zero coupon United States Treasury bonds (Defeasance Securities) 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 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 always that if any such Bonds shall be redeemed prior to the Stated Maturity thereof, the City shall have elected to redeem such Bonds and notice of such redemption shall have been given. Any moneys and obligations which at any time shall be deposited with said Paying Agent or other bank by or on behalf of the City, for the purpose of paying and discharging any of the Bonds, shall be and are hereby assigned, transferred and set over to such Paying Agent or other bank in trust for the respective Holders of the Bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All moneys deposited with said Paying Agent or other bank shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance.

In the event of an advance refunding, the City shall cause to be delivered a verification report of an independent national recognized certified public accountant. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or the ordinance, if no separate escrow agreement is utilized), the terms of the escrow agreement or authorizing document, if applicable shall be controlling.

Notwithstanding any provisions of this Article XI to the contrary, this Ordinance shall remain in full force and effect until all amounts owing to the Surety Bond Provider under the terms of the Financial Guaranty Agreement shall have been paid in full.

ARTICLE XII
RESERVED

ARTICLE XIII
MISCELLANEOUS

Section 13.1. Consents and Other Instruments From Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Ordinance to be signed and executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by an agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or writing appointing any such agent and of the ownership of the 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 under such request or other instrument, namely:

(a) The fact and date of the execution by any Person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by affidavit of any witness to such execution.

(b) The fact of the Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same shall be proved by the Bond Register for the Bonds maintained by the Paying Agent.

Section 13.2. Approval of Preliminary Official Statement and Official Statement; Public Sale of Bonds. The use and public distribution of the Preliminary Official Statement dated the date thereof in connection with the public sale of the Bonds is hereby ratified and confirmed. The Director of Finance is hereby directed to review the information contained in the definitive Official Statement and is further authorized and directed to execute the Citys approval of the definitive Official Statement in such form as the Director shall finally approve. The use and public distribution of the definitive Official Statement are hereby authorized and approved. The Director of Finance is hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the Official Statement by the purchaser in connection with the reoffering of the Bonds is hereby authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.

The public sale of the Bonds is hereby authorized via PARITY. Notice of the public sale of the Bonds is authorized to be given by electronic transmission and at the website address of www.newissuehome.i-deal.com. The electronic dissemination of the Preliminary Official Statement is hereby approved and authorized. All bids for the Bonds should be submitted on the PARITY website; however, telephone, telefax or personal delivery bids will also be accepted.

The City agrees to provide to the purchaser within seven Business Days of the date of the sale of the Bonds sufficient copies of the final Official Statement to enable the purchaser to comply with the requirements of Rule 15c2-12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board.

Section 13.3. Authorization of Cooperative Agreement and Continuing Disclosure Agreement. The Director of Finance is authorized to enter into the Cooperative Agreement and a Continuing Disclosure Agreement in connection with the sale of the Bonds to enable the purchaser to comply with the requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission.

Section 13.4. Further Authority. The officers of the City, including the Mayor, the Director of Finance and City Clerk, shall be, and they hereby are, authorized to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve and the execution or taking of such action shall be conclusive evidence of such necessity or advisability.

Section 13.5. Severability. If any part of this Ordinance, whether large or small, shall be held invalid, the invalidity thereof shall not affect the other provisions of this Ordinance.

Section 13.6 Electronic Storage. The City agrees that the transaction described herein may be conducted and related documents may be stored by electronic means.

Section 13.7. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri.


Section 12.9. Effective Date. This Ordinance is recognized as an emergency measure under Section 15 of the Charter and takes effect immediately upon passage.

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Approved as to form and legality:

 

 

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Heather A. Brown

Assistant City Attorney